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As filed with the United States Securities and Exchange Commission on September 16, 2021

Registration No: 333-258431

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

dMY Technology Group, Inc. IV

(Exact name of registrant as specified in its charter)

Delaware   6770   85-4299396
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Niccolo de Masi

Chief Executive Officer

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Joel L. Rubinstein
Era Anagnosti

Laura Katherine Mann
James Hu

White & Case LLP
1221 Avenue of the Americas

New York, New York 10020

(212) 819-8200

 

William Marshall

Ashley Johnson

Amy Keating
Planet Labs Inc.
645 Harrison Street, Floor 4
San Francisco, California 94107
(415) 829-3313

 

Josh Dubofsky

Drew Capurro

Saad Khanani

Phillip Stoup
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025

(650) 328-4600

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  


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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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

☐   Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

☐   Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  Amount
to be
Registered
  Proposed
Maximum
Offering Price
Per Share
  Proposed
Maximum
Aggregate
Offering Price
  Amount of
Registration Fee(7)

Class A common stock, par value $0.0001 per share

  218,903,967(1)   $9.84   $2,154,015,035.28(2)   $235,003.04(3)

Class B common stock, par value $0.0001 per share

  21,596,033(4)   $9.84   $212,504,964.72(2)   $23,184.29(3)

Class A common stock, par value $0.0001 per share

  21,596,033(5)   —     —     (6)

Total

          $2,366,520,000   $258,187.33

 

 

(1)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“dMY IV Class A common stock”), of dMY Technology Group, Inc. IV (“dMY IV”) estimated to be issued in connection with the business combination described herein (the “Business Combination”). Such maximum number of shares of dMY IV Class A common stock is based on the sum of (a) 217,305,381 shares of dMY IV Class A common stock to be issued to the holders of (i) shares of Class A common stock, par value $0.00002 per share (“Planet Class A common stock”), of Planet Labs Inc. (“Planet”) and (ii) shares of preferred stock, par value $0.00002 per share (“Planet preferred stock”), of Planet and (b) 1,598,586 shares of dMY IV Class A common stock reserved for issuance upon the settlement of Planet warrants outstanding as of June 29, 2021, which warrants will automatically convert into warrants to purchase shares of dMY IV Class A common stock upon consummation of the business combination described herein.

(2)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 218,903,967 shares of dMY IV Class A common stock and 21,596,033 shares of dMY IV Class B common stock (as defined below) and (ii) $9.84, the average of the high and low trading prices of dMY IV Class A common stock on July 29, 2021 (within five business days prior to the date of this Registration Statement). For purposes of calculating the registration fee, the dMY IV Class B common stock is treated as having the same value as the dMY IV Class A common stock as each share of dMY IV Class B common stock is convertible into one share of dMY IV Class A common stock.

(3)

Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(4)

Shares of Class B common stock, par value $0.0001 per share (“dMY IV Class B common stock”), of DMY IV to be issued to the holders of shares of Class B common stock, par value $0.00002 per share (“Planet Class B common stock”) of Planet in connection with the Business Combination transaction.

(5)

dMY IV Class A common stock issuable upon the conversion of dMY IV Class B common stock.

(6)

Pursuant to rule 457(i) promulgated under the Securities Act, no separate registration fee is required.

(7)

Previously paid.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION DATED SEPTEMBER 16, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF DMY TECHNOLOGY GROUP, INC. IV

AND

PROSPECTUS FOR

218,903,967 SHARES OF CLASS A COMMON STOCK AND 21,596,033 SHARES OF CLASS B COMMON STOCK OF DMY TECHNOLOGY GROUP, INC. IV

On July 6, 2021, the board of directors of dMY Technology Group, Inc. IV, a Delaware corporation (“dMY IV,” “we,” “usorour”), unanimously approved an agreement and plan of merger, dated July 7, 2021, by and among dMY IV, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), Photon Merger Sub Two, LLC, Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”), and Planet Labs Inc. (“Planet”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by dMY IV’s stockholders and the transactions under the Merger Agreement are consummated, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the merger as a wholly owned subsidiary of dMY IV, and, unless Planet elects otherwise, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger”) and together with the First Merger, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of dMY IV. In addition, in connection with the consummation of the Business Combination, dMY IV will be renamed “Planet Labs PBC” and is referred to herein as “New Planet” as of the time following such change of name.

At the effective time of the First Merger (the “Effective Time”), the stock consideration to be issued to (i) the then current holders of Class A common stock and preferred stock in Planet will be in the form of Class A common stock of New Planet and (ii) the then current holders of Class B common stock in Planet will be in the form of Class B common stock of New Planet. Class B common stock of New Planet will have the same economic terms as the Class A common stock of New Planet, but the Class B common stock will have 20 votes per share. The New Planet Class B common stock will be subject to a “sunset” provision on the earliest of the date that is the (a) 10-year anniversary of the closing of the Business Combination (the “Closing”) and (b) the date that is six months after the date that such Planet Founder (as defined below) no longer provides services to New Planet as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role at New Planet, and also automatically converts to New Planet Class A common stock in the event of incapacity or death of the applicable Planet Founder (as further described in the Proposed Charter). Shares of New Planet Class B common stock held by a Planet Founder shall also automatically convert into shares of New Planet Class A common stock immediately (x) following the transfer of such shares of New Planet Class B common stock to a person other than a qualified stockholder of such Planet Founder, (y) on the Sunset Date (as defined below), or (z) upon such Planet Founder’s death or mental incapacity (as further described in the Proposed Charter. The Class A common stock and Class B common stock of New Planet that is required to be issued as merger consideration will be valued at $10.00 per share in each case.

Holders of shares of Planet capital stock are expected to hold, in the aggregate, approximately 75% of the issued and outstanding shares of New Planet common stock immediately following the Closing, assuming no redemptions. William Marshall and Robert Schingler Jr. (the “Planet Founders”) as holders of New Planet Class B common stock are expected to hold approximately 7.7% of the issued and outstanding shares and approximately 62.4% of the combined voting power of New Planet.

Planet stockholders other than the Planet Founders are expected to hold approximately 68.1% of the issued and outstanding shares and approximately 28% of the voting power of New Planet. The dMY IV Public Stockholders are expected to hold approximately 12.2% of the issued and outstanding shares and approximately 5.0% of the voting power of New Planet. dMY IV’s sponsor and its independent directors are expected to hold approximately 3.1% of the issued and outstanding shares and approximately 1.2% of the voting power of New Planet. The PIPE Investors are expected to hold approximately 8.9% of the issued and outstanding shares and approximately 3.6% of the voting power of New Planet. These percentages assume that no public stockholders exercise their redemption rights in connection with the Business Combination and are subject to other important assumptions, which are set forth in more detail on pages 18 and 20. See “Questions and Answers About the Business Combination and the Special Meeting—What voting power will current dMY IV Stockholders, the Planet Founders and other Planet Stockholders hold in New Planet immediately after the consummation of the Business Combination?” for more information.


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At the Effective Time, each outstanding option to purchase shares of Planet common stock (a “Planet Option”) will be assumed by New Planet and will be converted into (i) an option to acquire Class A common stock of New Planet with the same terms and conditions as applied to the Planet Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger (each such option, a “New Planet Option”) and (ii) with respect to each share of Planet common stock subject to such Planet Option immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration (as defined herein), if any. The number of shares underlying such New Planet Option will be determined by multiplying the number of shares of Planet common stock subject to such option immediately prior to the Effective Time, by the ratio determined by dividing the number of shares constituting the Aggregate Merger Consideration (as defined herein) by the number of Aggregate Fully Diluted Planet Common Shares (as defined herein) (the product being the “exchange ratio”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Planet Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the exchange ratio, which quotient shall be rounded up to the nearest full cent.

At the Effective Time, each Planet restricted stock unit award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into (i) a restricted stock unit award covering a number of shares of New Planet Class A Common Stock equal to the number of shares of Planet common stock underlying such unvested Planet restricted stock unit award immediately prior to the Effective Time, multiplied by the exchange ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet restricted stock unit award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) with respect to each share of Planet common stock subject to such unvested Planet restricted stock unit award immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration, if any.

At the Effective Time, each Planet restricted stock unit award that is outstanding and vested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into the right to receive (i) a portion of the Aggregate Share Consideration (as defined herein) in the form of New Planet Class A common stock equal to the exchange ratio multiplied by the number of shares underlying such vested Planet Restricted Stock Unit Award as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (ii) with respect to each share of Planet common stock subject to such vested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Contingent Consideration, if any.

At the Effective Time, each Planet restricted stock award that is outstanding and unvested as of immediately prior to the Effective Time will be cancelled and converted into (a) a restricted stock award covering a number of shares of Planet Class A Common Stock equal to the number of shares of Planet common stock underlying such unvested Planet restricted stock award immediately prior to the Effective Time, multiplied by the exchange ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet restricted stock award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger, plus (b) with respect to each share of Planet common stock underlying such Planet restricted stock award as of immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration, if any.

In connection with the entry into the Merger Agreement, dMY IV entered into a sponsor support agreement with dMY Sponsor IV, LLC (the “Sponsor”), pursuant to which the Sponsor agreed to vote its shares in favor of the Business Combination (the “Sponsor Support Agreement”), and Planet entered into voting agreements (the

Company Holders Support Agreements”) with certain of its stockholders, pursuant to which holders representing the requisite vote required to adopt the Merger Agreement and approve the transactions contemplated thereby agreed to vote their shares in favor of the Business Combination. Contingent on the consummation of the Business Combination, the Sponsor also agreed that, as of the consummation of the Business Combination, 862,500 shares of its founder shares and 2,966,667 of the warrants to purchase New Planet Class A common stock, in each case that are held by the Sponsor immediately following Closing (the “Sponsor Earnout Securities”), will be unvested and will vest in four equal tranches when the closing price of New Planet Class A common stock equals or exceeds

 

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$15.00, $17.00, $19.00 and $21.00, respectively, over any 20 trading days within any 30 day trading period prior to the fifth anniversary of the Closing. The Sponsor Earnout Securities that remain unvested on the first business day after five years from Closing will be cancelled by New Planet and will no longer be issued and outstanding.

Certain of Planet’s stockholders, including the Planet Founders, the Sponsor and the directors of dMY IV also agreed to enter into at the Effective Time lock-up arrangements with respect to shares they received in connection with the Business Combination for periods ranging from 180 days to 18 months following the Closing, as more fully described in this proxy statement/prospectus.

dMY IV’s units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the “NYSE”) under the symbols “DMYQ.U”, “DMYQ” and “DMYQ WS”, respectively. dMY IV intends to apply to list the New Planet Class A common stock and public warrants on the NYSE under the symbols “PL” and “                ”, respectively, upon the Closing. New Planet will not have units traded following the Closing.

dMY IV will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. dMY IV cannot complete the Business Combination unless dMY IV’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. dMY IV is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

Unless adjourned, the Special Meeting of the stockholders of dMY IV will be held at [time] a.m., New York City time, on [date] at [virtual meeting link]. In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, dMY IV has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting [virtual meeting link] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about dMY IV and New Planet and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the board of directors of dMY IV, you should keep in mind that dMY IV’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, 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 liquidating dMY IV. See the section entitled “Risk Factors” beginning on page 66 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DMYQ.info@investor.morrowsodali.com. This notice of Special Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [virtual meeting link].

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [                    ], 2021, and is first being mailed to stockholders of dMY IV on or about [                    ], 2021.

 

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [                    ], 2021

DMY TECHNOLOGY GROUP, INC. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

TO THE STOCKHOLDERS OF DMY TECHNOLOGY GROUP, INC. IV:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of dMY Technology Group, Inc. IV, a Delaware corporation (“dMY IV,” “we,” “usorour”), will be held at [time] a.m., New York City time, on [date], 2021 at [virtual meeting link]. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

 

(a)

Proposal No. 1 — The Business Combination Proposal—to consider and vote upon a proposal to approve the agreement and plan of merger, dated as of July 7, 2021 (as may be amended and/or restated from time to time, the “Merger Agreement”), by and among dMY IV; Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”); Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”); and Planet Labs Inc., a Delaware corporation (“Planet”); and the transactions contemplated thereby, pursuant to which First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the merger as a wholly owned subsidiary of dMY IV, and, unless Planet elects otherwise, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Business Combination” and such proposal, the “Business Combination Proposal”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of dMY IV;

 

(b)

Proposal No. 2 — The Charter Proposal—to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed second amended and restated certificate of incorporation of dMY IV (the “Proposed Charter”), which will replace dMY IV’s amended and restated certificate of incorporation, dated March 4, 2021 (the “Current Charter”) and will be in effect upon the closing of the Business Combination (the “Closing”) (we refer to such proposal as the “Charter Proposal”);

 

(c)

Proposal No. 3 — The Advisory Charter Proposals—to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as eight separate sub-proposals (we refer to such proposals as the “Advisory Charter Proposals”);

 

  (i)

Advisory Charter Proposal A — Under the Proposed Charter, New Planet will be authorized to issue 631,500,000 shares of capital stock, consisting of (i) 570,000,000 shares of New Planet Class A common stock, par value $0.0001 per share, (ii) 30,000,000 shares of New Planet Class B common stock, par value $0.0001 per share, (iii) 30,000,000 shares of New Planet Class C common stock, par value $0.0001 per share, and (iv) 1,500,000 shares of New Planet preferred stock, par value $0.0001 per share, as opposed to the Current Charter authorizing dMY IV to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share;

 

  (ii)

Advisory Charter Proposal B — Under the Proposed Charter, holders of shares of New Planet Class A common stock will be entitled to cast one vote per share of New Planet Class A common stock and holders of shares of New Planet Class B common stock will be entitled (prior to the Sunset Date, as defined below) to cast 20 votes per share of New Planet Class B common stock on each matter

 

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  properly submitted to New Planet’s stockholders entitled to vote, as opposed to, under the Current Charter, each share of dMY IV Class A common stock and dMY IV Class B common stock being entitled to one vote per share on each matter properly submitted to dMY IV’s stockholders entitled to vote;

 

  (iii)

Advisory Charter Proposal C — Under the Proposed Charter, until the Sunset Date (as defined below), any actions required to be taken or permitted to be taken by the stockholders of New Planet Class A common stock and New Planet Class B common stock may be taken by written consent signed by the stockholders of New Planet having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to, under the Current Charter, the lack of ability of holders of shares of dMY IV common stock to take stockholder action by written consent;

 

  (iv)

Advisory Charter Proposal D — In addition to any vote required by applicable law, heightened standards for amendments of certain provisions in the Proposed Charter relating to: (i) designations, powers, privileges and rights, and the qualifications, limitations or restrictions in respect of each class of capital stock of New Planet, (ii) classification and election of the New Planet Board, (iii) actions taken by the stockholders of New Planet, (iv) exculpation of personal liability of a director of New Planet, (v) business combination with an interested stockholder, (vi) indemnification of persons serving as directors or officers of New Planet, (vii) forum for certain legal actions, (viii) mergers or consolidations that would result in New Planet no longer being a public benefit corporation with identical charter provisions identifying the public benefit(s), (ix) competition and corporate opportunities and (x) amendment to the Proposed Charter;

 

  (v)

Advisory Charter Proposal E — Under the Proposed Charter, New Planet will no longer be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) and, instead, the Proposed Charter will include a provision that is substantially similar to Section 203 of the DGCL, but excludes certain parties’ from the definition of “interested stockholder,” and will make certain related changes; however, New Planet’s election to opt out of Section 203 of the DGCL will take effect twelve months following the date the Proposed Charter is filed and, during this twelve-month waiting period immediately following the filing of the Proposed Charter, the Section 203 restrictions on business combinations will continue to apply;

 

  (vi)

Advisory Charter Proposal F — The Proposed Charter will also include a provision with respect to corporate opportunities, that will provide that each “Identified Person” is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as New Planet or any of its subsidiaries, subject to certain limited exceptions;

 

  (vii)

Advisory Charter Proposal G — The Proposed Charter designates New Planet as a public benefit corporation and identifies its public benefit as to accelerate humanity toward a more sustainable, secure and prosperous world by illuminating environmental and social change as opposed to the Current Charter, which provides that dMY IV’s purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL; and

 

  (viii)

Advisory Charter Proposal H — The directors of New Planet will be classified into three classes, with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i) until the last applicable Sunset Date, a director may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of New Planet entitled to vote at an election of directors and (ii) following the last applicable Sunset Date, a director may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New Planet entitled to vote at an election of directors.

 

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(d)

Proposal No. 4 — The Stock Issuance Proposal—to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of dMY IV common stock pursuant to the terms of the Merger Agreement and (y) shares of dMY IV Class A common stock to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement (as later defined in this proxy statement/prospectus), plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);

 

(e)

Proposal No. 5 — The Incentive Plan Proposal—to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the New Planet 2021 Incentive Award Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”);

 

(f)

Proposal No. 6 — The ESPP Proposal—to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the New Planet 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the ESPP (we refer to this proposal as the “ESPP Proposal”);

 

(g)

Proposal No. 7—The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (together the “condition precedent proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of shares of dMY IV’s Class A common stock and Class B common stock (collectively, “dMY IV Common Stock”) at the close of business on [                    ], 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the dMY IV Board has determined that each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of dMY IV and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of dMY IV’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of dMY IV and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of dMY IV’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent

 

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proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal and the Advisory Charter Proposals are not conditioned on the approval of any other proposal.

In connection with our initial public offering, our initial stockholders, the Sponsor and our officers and directors at the time of our initial public offering entered into a letter agreement to vote their shares of dMY IV Class B common stock purchased prior to our initial public offering (the “founder shares”), as well as any shares of dMY IV Class A common stock sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of our initial business combination, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that dMY IV redeem all or a portion of its public shares for cash if the Business Combination is consummated. There will be no redemption rights upon the completion of our initial business combination, including the Business Combination, with respect to dMY IV’s warrants. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

 

(ii)

prior to 12:00 p.m., New York City time, on [                    ], 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, dMY IV’s transfer agent (the “transfer agent”), that dMY IV redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of [                    ], 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the initially scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that dMY IV instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

 

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Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in our IPO without dMY IV’s prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares sold in our initial public offering, then any such shares in excess of that 20% limit would not be redeemed for cash without dMY IV’s prior consent.

Subject to approval by dMY IV Stockholders of the condition precedent proposals, at the Closing, we will adopt a multi-class stock structure, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 20 votes per share. The Class B common stock of New Planet will have the same economic terms as the Class A common stock of New Planet. Upon the Closing, all stockholders of New Planet will hold only shares of New Planet Class A common stock, except for the Planet Founders and their permitted transferees, who will hold shares of New Planet Class B common stock. Immediately following the Closing, including by virtue of each Planet Founder’s holdings of New Planet Class B common stock, the Planet Founders and their permitted transferees are currently expected to hold in excess of approximately 65% of the voting power of the issued and outstanding capital stock of New Planet, assuming no redemptions of our public shares in connection with the Business Combination. The New Planet Class B common stock is subject to a “sunset” provision on the earliest of the date that is the (a) 10-year anniversary of the Closing and (b) the date that is six months after the date that such Planet Founder no longer provides services to New Planet as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role at New Planet, and also automatically converts to New Planet Class A common stock in the event of incapacity or death of the applicable Planet Founder. Shares of New Planet Class B common stock held by a Planet Founder shall also automatically convert into shares of New Planet Class A common stock immediately (x) following the transfer of such shares of New Planet Class B common stock to a person other than a qualified stockholder of such Planet Founder, (y) on the Sunset Date (as defined below), or (z) upon such Planet Founder’s death or mental incapacity (as further described in the Proposed Charter). See “Description of New Planet Securities—New Planet Class B Common Stock.”

Furthermore, on July 7, 2021, concurrently with the execution of the Merger Agreement, dMY IV entered into subscription agreements (the “Initial Subscription Agreements”) with a number of subscribers (the “Initial Subscribers”), pursuant to, and on the terms and subject to the conditions of which, the Initial Subscribers have collectively subscribed for and agreed to purchase immediately prior to the Closing an aggregate of 20,000,000 shares of dMY IV Class A common stock at a purchase price of $10.00 per share. On September 13, 2021, dMY IV entered into new subscription agreements (the “Additional Subscription Agreements”, collectively with the Initial Subscription Agreements, the “Subscription Agreements”) with certain “accredited investors” (as defined by Rule 501 of Regulation D) (the “Additional Subscribers” and together with the Initial Subscribers, the “PIPE Investors”) on similar terms as the Initial Subscription Agreements, pursuant to which the Additional Subscribers agreed to purchase, and dMY IV agreed to sell to the Additional Subscribers, 5,200,000 shares of dMY IV Class A common stock (the “Additional PIPE Shares”) at a purchase price of $10.00 per share, which is the same purchase price as paid by the Initial Subscribers. The consummation of the Business Combination is conditioned upon, among other things, dMY IV having a minimum of $250 million available to it at the Closing of the Business Combination (the “Minimum Cash Closing Condition”) (though this condition may be waived by Planet). The anticipated proceeds from the PIPE Investment will total $252 million, which is expected to satisfy the Minimum Cash Closing Condition.

All dMY IV Stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of dMY IV Common Stock, you may also cast your vote at the Special Meeting electronically by visiting [virtual meeting link]. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote

 

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your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock, voting as a single class, and at least a majority of the outstanding shares of dMY IV Class B common stock. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Charter Proposal. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If your shares are held in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the condition precedent proposals are approved at the Special Meeting. Each of the condition precedent proposals is cross-conditioned on the approval of each other. The Adjournment Proposal and the Advisory Charter Proposals are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DMYQ.info@investor.morrowsodali.com. This notice of Special Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [virtual meeting link].

Thank you for your participation. We look forward to your continued support.

[date] , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF DMY IV CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF DMY IV CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF DMY IV CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING—REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by dMY IV, constitutes a prospectus of dMY IV under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of dMY IV to be issued to Planet’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of dMY IV under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to dMY IV Stockholders nor the issuance by dMY IV of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding dMY IV has been provided by dMY IV and information contained in this proxy statement/prospectus regarding Planet has been provided by Planet.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which Planet conducts its business. Planet operates in an industry in which it is difficult to obtain precise industry and market information. Planet has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Planet cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Planet is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.

 

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TABLE OF CONTENTS

 

Additional Information

     1  

Certain Defined Terms

     2  

Cautionary Note Regarding Forward-Looking Statements

     12  

Questions and Answers about the Business Combination and the Special Meeting

     14  

Summary of the Proxy statement/prospectus

     35  

Information About the Parties to the Business Combination

     35  

The Business Combination and the Merger Agreement

     36  

Structure of the Business Combination

     36  

The Business Combination and the Merger Agreement

     37  

Merger Consideration to Planet Stockholders

     37  

Treatment of Planet Awards

     38  

Conditions to the Completion of the Business Combination

     39  

Termination

     39  

Ancillary Agreements

     40  

Sponsor Support Agreement

     40  

Planet Holders Support Agreement

     41  

Registration Rights Agreement

     42  

Lock-Up Agreements

     42  

The Private Placement

     44  

Special Meeting of dMY IV Stockholders and the Proposals

     44  

Recommendation of the dMY IV Board

     45  

Risks Related to the Multi-Class Share Structure

     49  

Regulatory Approvals

     49  

Redemption Rights

     49  

Appraisal Rights of dMY IV Stockholders

     50  

Proxy Solicitation

     50  

Interests of dMY IV’s Directors and Officers in the Business Combination

     50  

Stock Exchange Listing

     54  

Sources and Uses of Funds for the Business Combination

     54  

Accounting Treatment

     54  

Comparison of Stockholders’ Rights

     55  

Summary of Risk Factors

     55  

Emerging Growth Company

     56  

Summary Historical Financial Information of dMY IV

     58  

Summary Historical Consolidated Financial Information of Planet

     59  

Summary Unaudited Pro Forma Condensed Combined Financial Information

     61  

Market Price, Ticker Symbol and Dividend Information

     63  

dMY IV

     63  

Planet

     63  

Risk Factor Summary

     64  

Risk Factors

     66  

Risk Factors Relating to dMY IV and the Business Combination

     66  

Risks Related to Planet’s Business and Industry

     83  

Information about the Parties to the Business Combination

     117  

dMY IV

     117  

First Merger Sub

     117  

Second Merger Sub

     117  

Planet

     117  

The Special Meeting

     118  

Overview

     118  

 

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Date, Time and Place of the Special Meeting

     118  

Proposals

     118  

Record Date; Outstanding Shares; Shares Entitled to Vote

     118  

Quorum

     118  

Vote Required and dMY IV Board Recommendation

     119  

Voting Your Shares

     120  

Voting Shares Held in Street Name

     121  

Revoking Your Proxy

     121  

Share Ownership and Voting by dMY IV’s Officers and Directors

     122  

Redemption Rights

     122  

Appraisal Rights

     123  

Potential Purchases of Shares and/or Public Warrants

     123  

Costs of Solicitation

     124  

Other Business

     124  

Attendance

     124  

Assistance

     124  

The Business Combination and The Merger Agreement

     125  

The Merger Agreement

     126  

Explanatory Note Regarding the Merger Agreement

     126  

Closing and Effective Time of the Merger

     126  

Merger Consideration

     127  

Treatment of Planet Options and Awards

     128  

Covenants and Agreements

     129  

Representations and Warranties

     137  

Conditions to Closing

     141  

Termination

     143  

Effect of Termination

     144  

Amendment

     144  

Specific Performance

     144  

Ancillary Agreements Related to the Business Combination

     145  

Sponsor Support Agreement

     145  

Planet Support Agreements

     145  

Registration Rights Agreement

     146  

Lock-Up Agreements

     146  

The Private Placement

     148  

Public Benefit Corporation

     148  

Background to the Business Combination

     148  

Regulatory Approvals

     160  

Satisfaction of 80% Test

     160  

Interests of dMY IV’s Directors and Officers in the Business Combination

     160  

Sources and Uses of Funds for the Business Combination

     163  

Directors and Executive Officers of New Planet After the Business Combination

     163  

Stock Exchange Listing

     164  

Certain Engagements in Connection with the Business Combination and Related Transactions

     164  

Accounting Treatment

     165  

The Business Combination Proposal

     166  

Vote Required for Approval

     166  

Recommendation of dMY IV Board

     166  

The Charter Proposal

     167  

Overview

     167  

Comparison of Current Charter to Proposed Charter

     167  

Reasons for the Approval of the Charter Proposal

     168  

 

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Change in Authorized Shares

     168  

Change in Voting Rights

     168  

Action by Written Consent

     168  

Stockholder Vote to Amend the Certificate of Incorporation

     169  

DGCL 203 Opt-Out and Replacement

     169  

Corporate Opportunity

     170  

Public Benefit Corporation

     170  

Corporate Name

     170  

Provisions Related to Status as a Blank Check Company

     170  

Vote Required for Approval

     170  

Recommendation of dMY IV Board

     170  

The Advisory Charter Proposals

     172  

Overview

     172  

Advisory Charter Proposal A—Change in Authorized Shares

     172  

Advisory Charter Proposal B—Change in Voting Rights

     172  

Advisory Charter Proposal C—Action by Written Consent

     173  

Advisory Charter Proposal D—Stockholder Vote to Amend the Certificate of Incorporation

     173  

Advisory Charter Proposal E—DGCL 203 Opt-Out and Replacement

     173  

Advisory Charter Proposal F—Corporate Opportunity

     174  

Advisory Charter Proposal G—Public Benefit Corporation

     174  

Vote Required for Approval

     174  

Recommendation of dMY IV Board

     175  

The Stock Issuance Proposal

     176  

Why dMY IV Needs Stockholder Approval

     176  

Vote Required for Approval

     176  

Recommendation of the dMY IV Board of Directors

     176  

The Incentive Award Plan Proposal

     177  

Overview

     177  

Purpose of the Incentive Plan

     177  

Summary of the Incentive Plan

     177  

Material U.S. Federal Income Tax Consequences

     180  

The ESPP Proposal

     183  

Overview

     183  

Purpose of the ESPP

     183  

Summary of the ESPP

     183  

Material U.S. Federal Income Tax Consequences

     185  

The Adjournment Proposal

     188  

Overview

     188  

Consequences if the Adjournment Proposal is Not Approved

     188  

Vote Required for Approval

     188  

Recommendation of the Board of Directors

     188  

Unaudited Pro Forma Condensed Combined Financial Information

     189  

Description of the Business Combination

     190  

Other Information Related to dMY IV

     203  

Introduction

     203  

Initial Public Offering

     203  

Fair Market Value of Planet’s Business

     204  

Company Stockholder Approval

     204  

Voting Restrictions in Connection with Stockholder Meeting

     204  

Liquidation if No Business Combination

     205  

Properties

     207  

Employees

     207  

 

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Directors and Executive Officers

     208  

Number and Terms of Office of Officers and Directors

     210  

Director Independence

     210  

Legal Proceedings

     210  

Periodic Reporting and Audited Financial Statements

     210  

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

     211  

Overview

     211  

Going Concern Considerations

     213  

Results of Operations

     213  

Contractual Obligations

     214  

Critical Accounting Policies and Estimates

     215  

Recent Accounting Pronouncements

     216  

Business of New Planet

     218  

Overview

     222  

Our Opportunity

     223  

Our Technology Platform

     225  

Our Customers

     233  

Our Competitive Position

     236  

Our Growth Strategy

     237  

Our Competition

     238  

Our Public Benefit

     238  

Our Ethical Commitment

     239  

Our Operations

     239  

Our Intellectual Property

     240  

Legal Proceedings

     241  

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

     242  

Business Overview

     242  

The Business Combination

     244  

Our Business Model

     245  

Components of Results of Operations

     251  

Results of Operations

     254  

Liquidity and Capital Resources

     258  

Description of New Planet Securities

     271  

Authorized and Outstanding Capital Stock

     271  

New Planet Common Stock

     271  

Warrants

     273  

Exclusive Forum

     278  

Anti-Takeover Effects of Provisions of the Proposed Charter, the Proposed Bylaws and Applicable Law

     278  

Limitations on Liability and Indemnification of Officers and Directors

     281  

Corporate Opportunities

     281  

Dissenters’ Rights of Appraisal and Payment

     281  

Stockholders’ Derivative Actions

     282  

Transfer Agent and Registrar

     282  

Listing of Common Stock

     282  

Public Benefit Corporation Status

     282  

Securities Act Restrictions on Resale of Common Stock

     283  

Rule 144

     283  

Restrictions on the Use of Rule  144 by Shell Companies or Former Shell Companies

     283  

Beneficial Ownership of Securities

     284  

New Planet Management after the Business Combination

     286  

Board of Directors and Management

     286  

 

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Corporate Governance

     287  

Role of Board in Risk Oversight

     287  

Composition of the New Planet Board of Directors After the Mergers

     287  

Board Committees

     287  

Code of Business Conduct

     288  

Compensation Committee Interlocks and Insider Participation

     289  

Independence of the Board of Directors

     289  

Compensation of Directors and Executive Officers

     289  

Planet’s Executive Compensation

     291  

Certain Relationships and Related Party Transactions

     295  

dMY IV

     295  

Planet

     296  

Legal Matters

     299  

Experts

     299  

Delivery of Documents to Stockholders

     299  

Material U.S. Federal Income Tax Considerations

     300  

Adoption of the Proposed Charter

     301  

Redemption of dMY IV Class A Common Stock

     301  

U.S. Holders

     302  

Non-U.S. Holders

     304  

Information Reporting and Backup Withholding

     305  

FATCA Withholding Taxes

     306  

Stockholder Proposals and Nominations

     307  

Stockholder Communications

     308  

Where You Can Find More Information

     309  

 

ANNEX A – MERGER AGREEMENT

     A-1  

ANNEX B – FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

     B-1  

ANNEX C – FORM OF AMENDED AND RESTATED BYLAWS

     C-1  

ANNEX D – INCENTIVE PLAN

     D-1  

ANNEX E – ESPP

     E-1  

ANNEX F-1 – INITIAL SUBSCRIPTION AGREEMENTS

     F-1-1  

ANNEX F-2 – ADDITIONAL SUBSCRIPTION AGREEMENTS

     F-2-1  

ANNEX G – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     G-1  

ANNEX H – LOCK-UP AGREEMENTS

     H-1  

 

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about dMY IV from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You can also obtain copies of this proxy statement/prospectus or of the documents incorporated by reference therein, free of charge by requesting them in writing or by telephone at the following address and telephone number:

dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

Attention: Niccolo de Masi, Chief Executive Officer

or

Morrow Sodali

470 West Avenue

Stamford CT 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

DMYQ.info@investor.morrowsodali.com

To obtain timely delivery, dMY IV Stockholders must request the materials no later than five business days prior to the Special Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information”.

 

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “dMY IV” refer to dMY Technology Group, Inc. IV, and the terms “New Planet,” “combined company” and “post-combination company” refer to Planet Labs Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

Acquisition Proposal” means, with respect to Planet and its subsidiaries, any of the following transactions other than the Mergers: (i) any acquisition or purchase, direct or indirect, of: (A) a portion of the business of Planet and its subsidiaries that comprises 15% or more of their combined net revenues or net income; (B) 15% or more of the consolidated assets of Planet and its subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Board of Directors of Planet); or (C) 15% or more of the equity or voting securities on a fully diluted basis of (1) Planet or (2) one or more subsidiaries of Planet holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of Planet and its subsidiaries, including, for the avoidance of doubt, a bona fide equity or convertible equity financing; (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity or voting securities of (A) Planet or (B) one or more subsidiaries of Planet holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of Planet and its subsidiaries; or (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the sale or disposition of (A) Planet or (B) one or more subsidiaries of Planet holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of the Planet and its subsidiaries; or (iv) any initial public offering or direct listing of any equity securities of Planet or any of its subsidiaries on any stock exchange.

Additional PIPE Shares” means 5,200,000 shares of New Planet Class A common stock sold by dMY IV to the Additional Subscriber pursuant to the Additional Subscription Agreements.

Additional Subscribers” means those “accredited investors” (as defined by Rule 501 of Regulation D) that are parties to the Additional Subscription Agreements.

Additional Subscription Agreements” those certain subscription agreements, dated on or about September 13, 2021 by and between dMY IV and the Additional Subscribers.

Aggregate Fully Diluted Planet Common Shares” means, without duplication, (i) the aggregate number of shares of Planet common stock that are (A) issued and outstanding immediately prior to the Effective Time (but excluding shares subject to an unvested Planet Restricted Stock Award, except to the extent subject to vesting only upon the occurrence of the Effective Time; (B) issuable upon, or subject to, the exercise or settlement of Planet Options, Planet Restricted Stock Unit Awards, Planet Notes, Planet Convertible Debt or Planet Warrants that are outstanding immediately prior to the Effective Time (in each case of Planet Options and Planet Restricted Stock Unit Awards, excluding any that are unvested as of immediately prior to the Effective Time, except to the extent subject to vesting only upon the occurrence of the Effective Time), with the number of shares of Planet common stock issuable to be calculated on an as-converted basis assuming the consummation of the Mergers; and (C) issuable upon the optional conversion pursuant to Article IV, Section C.5 (a) of the Planet Charter of all Planet preferred stock that are outstanding immediately prior to the Effective Time, with the number of shares of Planet common stock issuable to be calculated on an as-converted basis assuming consummation of the Mergers, minus (ii) the Treasury Shares outstanding immediately prior to the Effective Time, minus (iii) a number of shares equal to the aggregate exercise price of the Planet Options that are outstanding immediately prior to the Effective Time (excluding any that are unvested as of immediately prior to the Effective Time, except to the extent subject to vesting only upon the occurrence of the Effective Time) divided by the Per Share Merger Consideration; provided, that any Planet Option with an exercise price equal to

 

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or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Planet Common Shares.

Aggregate Merger Consideration” means a number of New Planet common stock equal to the quotient obtained by dividing (a) the Closing Date Purchase Price, by (b) $10.00.

Aggregate Share Consideration” means a number of shares (rounded to the nearest whole share) of New Planet common stock equal to (i) the Aggregate Merger Consideration divided by (ii) $10.00.

Ancillary Agreements” means (i) the Sponsor Support Agreement and Planet Support Agreements and (ii) the Confidentiality Agreement, taken together.

Business Combination” means the transactions contemplated by the Merger Agreement, including, together, (i) the First Merger and (ii) the Second Merger.

Change of Control” means any transaction or series of transactions (A) the result of which is that a Person or “group” (within the meaning of Section 13(d) of the Exchange Act) of Persons (other than the Planet Founders, New Planet, Surviving Company or any of their respective Subsidiaries), has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing 50% or more of the voting power of or economic rights or interests in the then-outstanding equity securities of New Planet, (B) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (1) the members of the New Planet Board immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the entity surviving the combination or (2) the voting securities of New Planet immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into 50% or more of the combined voting power of the then outstanding voting securities of the Person resulting from such combination, or (C) the result of which is (i) a sale of all or substantially all of the assets of New Planet (as appearing in its most recent balance sheet), or assets of New Planet generating all or substantially all of the gross revenues or net income (as appearing in its most recent income statement), to any Person or (ii) that shares of New Planet Class A common stock are delisted from the principal securities exchange or securities market on which such shares of New Planet Class A common stock are then traded prior to the consummation of such transaction(s).

Closing” means the closing of the Business Combination.

Closing Date” means the date on which the Closing actually occurs.

Closing Date Purchase Price” means $2,135,000,000.

Closing Price” means, for each Trading Day, the last sale price of shares of New Planet Class A common stock reported by Bloomberg (or if not available, by another authoritative source).

Code” means the Internal Revenue Code of 1986, as amended.

Company Holders Support Agreements” means those certain support agreements, dated as of July 7, 2021, by and between Planet and certain of its stockholders.

Confidentiality Agreement” means the Confidentiality Agreement, dated as of March 17, 2021, between dMY IV and Planet.

Contingent Consideration” means the additional 27,000,000 shares in earnout consideration that Planet Stockholders and Planet Award holders may receive in the form of New Planet Class A common stock or New Planet Class B Common stock, as applicable, if certain milestones regarding the price of New Planet Class A common stock are achieved.

 

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COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

DGCL” means the General Corporation Law of the State of Delaware.

Dissenting shares” means the totality of shares of Planet common stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL or, to the extent applicable, Chapter 13 of the California Corporations Code.

dMY IV” means dMY Technology Group, Inc. IV, a Delaware corporation (which, after the Closing will be known as Planet Labs PBC).

dMY IV Board” means the board of directors of dMY IV.

dMY IV Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of dMY IV.

dMY IV Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of dMY IV.

dMY IV Closing Cash Amount” means an amount equal to the sum of (a) the amount of cash available in the Trust Account as of the Closing after deducting the dMY IV Share Redemption Amount, plus (b) the PIPE Investment Amount, to the extent actually received by dMY IV, Planet or any of their respective Subsidiaries substantially concurrently with the Closing, in each case of clauses (a) and (b) prior to giving effect to the payment of any dMY IV Transaction Expenses or Planet Transaction Expenses.

dMY IV Common Stock” means, collectively, the dMY IV Class A common stock and dMY IV Class B common stock.

dMY IV PIPE Expenses” means any expenses, fees or costs incurred in connection with the PIPE Investment (including the success fees payable to the placement agents of the PIPE Investment pursuant to the applicable engagement letters), excluding any Planet PIPE Expenses.

dMY IV Stockholder Approval” means the approval of (1) the Charter Proposal by an affirmative vote of the holders of (i) at least a majority of the outstanding shares of dMY IV Class B common stock and (ii) at least a majority of the outstanding shares of dMY IV Common Stock, in each case, entitled to vote (as determined in accordance with dMY IV’s Governing Documents) at a shareholders’ meeting duly called by the dMY IV Board and held for such purpose, (2) the Business Combination Proposal, Stock Issuance Proposal, Incentive Plan Proposal, ESPP Proposal, and if necessary, the Adjournment Proposal, in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with dMY IV’s Governing Documents), and (3) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to this Registration Statement or correspondence related thereto or any other proposals as reasonably agreed by dMY IV and Planet to be necessary or appropriate in connection with the transactions contemplated by the Merger Agreement, in

 

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each case, by the applicable requisite votes. The vote at the dMY IV Stockholders’ Meeting on any other matter than those described in the foregoing, including a vote on any separate or unbundled advisory proposals, will not affect whether the dMY IV Stockholder Approval shall have been obtained.

dMY IV Stockholders” means the holders of dMY Common Stock.

dMY IV Stockholders’ Meeting” means the meeting of the stockholders of dMY IV, convened in accordance with dMY IV’s Governing Documents and Section 3.12.03 of the listing rules of the NYSE, wherein the stockholders of dMY will consider and vote on the Transaction Proposals.

dMY IV Transaction Expenses” means the out-of-pocket fees and expenses paid or payable by dMY IV as a result of or in connection with its initial public offering, its operations or the negotiation, documentation and consummation of the transactions contemplated hereby, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators in connection with the IPO, attorneys, accountants and other advisors and service providers, (b) 50% of all fees and expenses incurred in connection with making the filings in compliance with the notification and reporting requirements of the HSR Act (the “HSR Filing”) (other than the dMY IV PIPE Expenses) or in connection with preparing and filing and printing this Registration Statement, (c) any fees, expenses and costs payable by dMY IV in connection with making any other necessary filings pursuant to the Merger Agreement other than the HSR Filing, (d) any dMY IV PIPE Expenses, (e) obtaining approval of the NYSE and obtaining the dMY IV Stockholder Approval, (f) obligations of dMY IV or Merger Subs under any working capital loans and (g) any deferred underwriting commissions and other fees and expenses relating to dMY IV’s initial public offering, in each case of foregoing clauses (a) through (g), excluding any Planet Transaction Expenses.

DTC” means The Depository Trust Company.

Effective Time” means the time when the First Merger become effective.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Exchange Ratio” means the quotient obtained by dividing (a) the number of shares constituting the Aggregate Merger Consideration, by (b) the number of Aggregate Fully Diluted Planet Common Shares.

FASB” means the Financial Accounting Standards Board.

First Merger” means the merger of First Merger Sub with and into Planet.

First Merger Sub” means Photon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of dMY IV.

Founder Shares” means the aggregate of 8,625,000 shares of dMY IV Class B common stock held by the Initial Stockholders.

GAAP” means United States generally accepted accounting principles.

GDPR” mean the European Union’s General Data Protection Regulation

Governing Documents” means the legal document(s) by which any person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and by-laws, the “Governing Documents” of a limited partnership

 

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are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Initial PIPE Investment” means the shares of dMY IV Class A common stock purchased pursuant to the Subscription Agreements dated July 7, 2021.

Initial Stockholders” means the Sponsor and dMY IV’s independent directors.

Initial Subscribers” means those parties that entered into the Initial Subscription Agreements on July 7, 2021 with dMY IV.

Initial Subscription Agreements” means those certain subscription agreements entered into July 7, 2021 by and between dMY IV and the Initial Subscribers.

Insiders Letter Agreement” means the Letter Agreement among dMY IV, Sponsor and each of the executive officers and directors of dMY IV, dated as of March 4, 2021.

Investment Company Act” means the Investment Company Act of 1940, as amended.

IPO” means dMY IV’s initial public offering, consummated on March 9, 2021, through the sale of 34,500,000 units at $10.00 per unit.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

Lock-Up Agreement A” means the Lock-Up Agreement, effective at (but subject to) the Closing, by and among dMY IV, the Sponsor and the directors and executive officers of the Sponsor, in substantially the form attached to the Merger Agreement as Exhibit D-1.

Lock-Up Agreement B” means the Lock-Up Agreement, effective at (but subject to) the Closing, by and among dMY IV and the Planet Founders, in substantially the form attached to the Merger Agreement as Exhibit D-2.

Lock-Up Agreement C” means the Lock-Up Agreement, effective at (but subject to) the Closing, by and among dMY IV, the directors and executive officers of Planet and certain Planet Stockholders, in substantially the form attached to the Merger Agreement as Exhibit D-3.

Lock-Up Agreements” means, collectively, Lock-Up Agreement A, Lock-Up Agreement B and Lock-Up Agreement C.

Mergers” means the First Merger and the Second Merger, collectively.

Merger Agreement” means that Agreement and Plan of Merger, dated as of July 7, 2021, by and among dMY IV, First Merger Sub, Second Merger Sub and Planet.

Merger Subs” means, collectively, First Merger Sub and Second Merger Sub.

Minimum Proceeds Condition” means the minimum dMY IV Closing Cash Amount required under the Merger Agreement.

Morrow” means Morrow Sodali, proxy solicitor to dMY IV.

 

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New Planet” means Planet Labs PBC, a Delaware public benefit corporation (which, prior to consummation of the business combination, was known as dMY Technology Group, Inc. IV (“dMY IV” herein)).

New Planet Board” means the board of directors of New Planet.

New Planet Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of New Planet, which shares have the same economic terms as the shares of New Planet Class B common stock, but are only entitled to 1 vote per share.

New Planet Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of New Planet, which shares have the same economic terms as the shares of New Planet Class A common stock, but are entitled to 20 votes per share.

New Planet Class C common stock” means the shares of Class C common stock, par value $0.0001 per share, of New Planet, which shares have the same economic terms as the shares of New Planet Class A common stock.

New Planet common stock” means, collectively, the New Planet Class A common stock, the New Planet Class B common stock and the New Planet Class C common stock.

New Planet Management” means the management of New Planet following the consummation of the Business Combination.

New Planet preferred stock” means the shares of New Planet preferred stock, par value $0.0001 per share.

New Planet Stockholders” means the holders of New Planet common stock or New Planet preferred stock.

Note” means that certain promissory note, dated as of December 15, 2020, by and between dMY IV and the Sponsor.

NYSE” means The New York Stock Exchange.

Outside Date” means 5:00 p.m. Eastern Time, on February 21, 2022.

Per Share Merger Consideration” means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00.

Per Share Contingent Consideration” means a number of shares of New Planet common stock equal to: (a) the applicable Contingent Consideration divided by (b) the Aggregate Fully Diluted Planet Common Shares; provided, that solely for the purpose of the definition of “Per Share Contingent Consideration”, the term “Aggregate Fully Diluted Planet Common Shares” shall (i) include shares of Planet common stock underlying both vested Planet Options and unvested Planet Options, both vested Planet Restricted Stock Unit Awards and unvested Planet Restricted Stock Unit Awards and both vested Planet Restricted Stock Awards and unvested Planet Restricted Stock Awards, in each case that are outstanding immediately prior to the Effective Time and (ii) disregard clause (iii) of the definition of “Aggregate Fully Diluted Planet Common Shares.”

Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

PIPE Investors” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements, including the Initial Subscribers and the Additional Subscribers.

 

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PIPE Investment” means the purchase of shares of dMY IV Class A common stock pursuant to the Subscription Agreements.

Planet” means Planet Labs Inc., a Delaware corporation.

Planet Awards” means a Planet Option or Planet Restricted Stock Unit Award or an unvested Planet Restricted Stock Award.

Planet capital stock” means Planet common stock and Planet preferred stock of Planet.

Planet Class A common stock” means the Class A common stock, par value $0.00002 per share, of Planet.

Planet Class B common stock” means the Class B common stock, par value $0.00002 per share, of Planet.

Planet Charter” means the Planet amended and restated certificate of incorporation, dated as of April 27, 2017 (as it may be subsequently amended, supplemented or amended and restated).

Planet common stock” means Planet Class A common stock and Planet Class B common stock.

Planet Convertible Debt” means that certain Loan and Security Agreement and that certain Supplement to Loan and Security Agreement, each dated as of May 3, 2017, by and among Planet, PL Foreign Holdco, Inc., Venture Lending & Leasing VII, Inc., and Venture Lending & Leasing VIII, Inc., as amended by that certain Amendment No. 1 to Loan Documents, dated as of June 21, 2019.

Planet Founders” means William Marshall and Robert Schingler Jr.

Planet Incentive Plans” means the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan and the Cosmogia Inc. 2011 Stock Incentive Plan, in each case, as amended from time to time.

Planet Notes” means the convertible promissory notes issued by Planet pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated March 13, 2020, by and between Planet and the Purchasers (as defined therein), as amended by Amendment No. 1 to Convertible Promissory Notes, dated as of July 7, 2021.

Planet Option” means an option to purchase shares of Planet common stock granted under any of the Planet Incentive Plans.

Planet preferred stock” means Planet Series A preferred stock, Planet Series B preferred stock, Planet Series C preferred stock and Planet Series D preferred stock.

Planet Restricted Stock Award” means an award of shares of Planet common stock granted or acquired under any of the Planet Incentive Plans that are subject to vesting and/or a right of repurchase (including, without limitation, any such shares acquired upon early exercise of a Planet Option).

Planet Restricted Stock Unit Award” means an award of restricted stock units covering Planet common stock granted under any of the Planet Incentive Plans.

Planet Series A preferred stock” means the Series A preferred stock, par value $0.00002 per share, of Planet.

Planet Series B preferred stock” means the Series B preferred stock, par value $0.00002 per share, of Planet.

Planet Series C preferred stock” means the Series C preferred stock, par value $0.00002 per share, of Planet.

Planet Series D preferred stock” means the Series D preferred stock, par value $0.00002 per share, of Planet.

 

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Planet Stockholder” means each holder of Planet capital stock.

Planet Stockholder Approval” means (i) the adoption and approval of the certificate of amendment to the Planet Charter and (ii) the approval of the Merger Agreement and the transactions contemplated thereby, including the Mergers and the transactions contemplated thereby, by the (a) affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Planet capital stock voting as a single class; (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Planet preferred stock, voting as a single class and on an as-converted basis; and (c) the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Planet Series D preferred stock on an as-converted basis, which such majority shall include Google Inc., in each case, pursuant to the terms and subject to the conditions of Planet’s Governing Documents and applicable law.

Planet Warrant” means each warrant to purchase shares of Planet capital stock.

Private Placement” means the issuance of an aggregate of 25,200,000 shares of dMY IV Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

Private placement warrants” means the 5,933,333 warrants issued to our Sponsor concurrently with the IPO, each of which will be exercisable following the Closing for one share of New Planet Class A common stock.

Proposed Bylaws” means the amended and restated bylaws of New Planet, a copy of which is attached as Annex C to this proxy statement/prospectus.

Proposed Charter” means the proposed second amended and restated certificate of incorporation to be adopted by dMY IV pursuant to the Charter Proposal immediately prior to the Closing (and which at and after the Closing will operate as the second amended and restated certificate of incorporation of New Planet), a copy of which is attached as Annex B to this proxy statement/prospectus.

Public shares” means shares of dMY IV Class A common stock included in the units issued in the IPO.

Public stockholders” means holders of Public shares.

Qualified Stockholder” means: (a) a Planet Founder; (b) any other registered holder of a share of New Planet Class B common stock immediately following the Effective Time that would be a transferee of shares of New Planet Class B common stock received in certain transfers permitted by the terms of the Proposed Charter; (c) a trust, individual retirement account or foundation of a Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of New Planet Class B common stock; or (d) a permitted transferee of New Planet Class B Common Stock (in accordance with the terms of the Proposed Charter).

Public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of dMY IV Class A common stock, in accordance with its terms.

Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, effective at (but subject to) the Closing, by and among dMY IV, the Sponsor, Niccolo de Masi and Harry L. You (for the limited purposes set forth therein), Darla Anderson, Francesca Luthi and Charles E. Wert, and certain Planet former stockholders, in substantially the form attached to the Merger Agreement as Exhibit E.

Sale Price” means the price per share of New Planet Class A common stock paid or payable to the holders thereof upon the occurrence of a Change of Control. If and to the extent the price paid per share includes any escrows, holdbacks, deferred purchase price, earnouts or other contingent consideration, the New Planet Board shall determine the price paid per share of New Planet Class A common stock in such Change of Control in good

 

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faith, including the affirmative vote of the director appointed by Sponsor if he is then on the New Planet Board. If and to the extent such price is payable in whole or in part in the form of consideration other than cash, the price for such non-cash consideration shall be (a) equal to the total value attributed to such non-cash consideration as determined in the transaction documents entered into in connection with such Change of Control, or (b) if no such transaction documents exist or no method for determining such value is contemplated therein, (i) with respect to any securities, (A) the average of the closing prices of the sales of such securities on the principal securities exchange on which such securities are then listed, averaged over a period of 20 Trading Days preceding the date of the consummation of such Change of Control, or (B) if the information contemplated by the preceding clause (A) is not practically available, then the fair market value of such securities as of the date of valuation as determined in accordance with the succeeding clause (ii), and (ii) with respect to any other non-cash assets, the fair market value thereof as of the date of valuation, as determined by an independent, nationally recognized investment banking firm mutually selected by Planet and the Sponsor and engaged at the cost of Planet, on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction without giving effect to any minority or liquidity discount.

Second Merger” means the merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of dMY IV.

Second Merger Sub” means Photon Merger Sub Two, LLC, a Delaware limited liability company and wholly owned subsidiary of dMY IV.

Sponsor” means dMY Sponsor IV, LLC, a Delaware limited liability company.

Subscription Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated, including the Initial Subscription Agreements and the Additional Subscription Agreements.

Stereo Collects” means imagery from a single location from multiple different angles at once.

Sunset Date” means with respect to shares of New Planet Class B common stock held by a Planet Founder or a Qualified Stockholder: the date that is the earlier of (a) the 10-year anniversary of the Closing or (b) solely with respect to such Founder, the date that is six months after such Planet Founder is no longer providing services to New Planet as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role at New Planet (or, immediately at such time as such Founder is no longer providing any services to New Planet as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role in New Planet as a result of a termination for cause).

Subsidiary” means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

Surviving Company” means the surviving entity of the Second Merger by which the Surviving Corporation merges with and into Second Merger Sub.

Trading Day” means any day on which shares of New Planet Class A common stock are actually traded on the principal securities exchange or securities market on which shares of New Planet Class A common stock are then traded.

Transaction Proposals” means any of the (a) Charter Proposal; (b) Business Combination Proposal; (c) Stock Issuance Proposal; (d) Incentive Plan Proposal; (e) ESPP Proposal; (f) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto; (g) adoption and approval of any other proposals as reasonably agreed by dMY IV and Planet to be necessary or appropriate in connection with the transactions contemplated hereby; and (h) Adjournment Proposal.

 

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Transfer Agent” means Continental Stock Transfer & Trust Company.

Treasury Shares” means any shares of Planet capital stock held in the treasury of Planet.

Trust Account” means the Trust Account of dMY IV that holds the proceeds from the IPO and the private placement of the private placement warrants.

Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of March 4, 2021, between dMY IV and the Trustee.

Trustee” means Continental Stock Transfer & Trust Company.

Units” means the units of dMY IV, each consisting of one share of dMY IV Class A common stock and one-fifth of one redeemable warrant of dMY IV.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of dMY IV and Planet. These statements are based on the beliefs and assumptions of the management of dMY IV and Planet. Although dMY IV and Planet believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither dMY IV nor Planet can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, Planet’s management. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

 

   

the ability of dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination, to:

 

   

meet the Closing conditions to the Business Combination, including approval by stockholders of dMY IV and Minimum Proceeds Condition;

 

   

realize the benefits expected from the Business Combination;

 

   

obtain and maintain the listing of New Planet’s Class A common stock on the NYSE following the Business Combination; and

 

   

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

   

New Planet’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

 

   

factors relating to the business, operations and financial performance of Planet, including, but not limited to:

 

   

New Planet’s limited operating history;

 

   

whether a market for New Planet’s data grows as expected as well as the timing of such growth and New Planet’s ability to attract new customers;

 

   

New Planet’s ability to retain existing customers and renew existing contracts;

 

   

New Planet’s ability to sell additional data and analytic products or expand the scope of data services for its existing customers;

 

   

the competitiveness of New Planet’s geospatial data set and analytic capabilities relative to other commercial satellite data providers, including New Planet’s ability to continue to capture certain high-value government procurement contracts;

 

   

whether New Planet is subject to any risks as a result of its global operations, including, but not limited to, being subject to any hostile actions by a government or other state actor;

 

   

whether New Planet is subject to any cyber-attacks or other security incidents, and whether such actions, or any other events, compromise Planet’s satellites, satellite operations, infrastructure, archived data, information technology and communication systems and other related system;

 

   

the impact of New Planet’s satellites failing to operate as intended or them being destroyed or otherwise becoming inoperable;

 

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New Planet’s ability to build satellites and procure third-party launch contracts at the same or lower cost as recent historical periods, in order to maintain or enhance the capabilities of its current operational satellite fleet;

 

   

New Planet’s ability to secure future financing, if needed, and whether New Planet is able to repay its existing indebtedness when due;

 

   

New Planet’s ability to increase its commercial sales organization;

 

   

New Planet’s ability to respond to general economic conditions;

 

   

New Planet’s ability to manage its growth effectively;

 

   

the impact of the COVID-19 pandemic;

 

   

the seasonality of New Planet’s business, which can be impacted by customer behavior and buying patterns, and has historically been weighted towards the second half of the year;

 

   

New Planet’s ability to comply with complex regulatory requirements; and

 

   

the continued development and evolution of New Planet’s software platform to enhance the ease of use and accessibility of its data products for non-geospatial experts and thus facilitate expansion into new vertical markets;

 

   

competition and competitive pressures from other companies worldwide in the industries in which New Planet will operate;

 

   

litigation and the ability to adequately protect New Planet’s intellectual property rights; and

 

   

other factors detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can dMY IV or Planet assess the impact of all such risk factors on the business of dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to dMY IV or Planet or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. dMY IV urges you to carefully read the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Questions and Answers About the Special Meeting of dMY IV Stockholders

and the Related Proposals

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

dMY IV, First Merger Sub, Second Merger Sub and Planet have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as Annex A. dMY IV urges its stockholders to read the Merger Agreement in its entirety. The Merger Agreement must be adopted by the dMY IV Stockholders in accordance with the DGCL and the Current Charter. dMY IV is holding a Special Meeting to obtain that approval. dMY IV Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination. Additionally, dMY IV must provide all holders of public shares with the opportunity to have their public shares redeemed in connection with its initial business combination. Holders who wish to exercise their redemption rights must, prior to 12:00 p.m., Eastern Time, on [                    ], 2021: (i) submit a written request to the Transfer Agent that dMY IV redeem their public shares for cash and (ii) deliver their public shares to the Transfer Agent physically or electronically using the Depository Trust Company’s (“DTC”) Deposit and Withdrawal at Custodian (“DWAC”) system.

THE VOTE OF DMY IV STOCKHOLDERS IS IMPORTANT. DMY IV STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

 

Q:

Why is dMY IV proposing the Business Combination?

 

A:

dMY IV was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

On March 9, 2021, dMY IV completed its IPO of units, with each unit consisting of one Class A Share and one-fifth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one dMY IV Class A Share at a price of $11.50 per share, raising total gross proceeds of approximately $345,000,000. Since the IPO, dMY IV’s activity has been limited to the evaluation of business combination target companies.

Based on its due diligence investigations of Planet and the industries in which it operates, including the financial and other information provided by Planet in the course of dMY IV’s due diligence investigations, the dMY IV board of directors believes that the Business Combination with Planet is in the best interests of dMY IV and its stockholders and presents an opportunity to increase stockholder value.

Although the dMY IV Board believes that the Business Combination with Planet presents a unique business combination opportunity and is in the best interests of dMY IV and its stockholders, the board of directors

 

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did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — Recommendation of the dMY IV Board and Reasons for the Business Combination” for a discussion of the factors considered by the dMY IV Board in making its decision.

 

Q:

When and where will the Special Meeting take place?

 

A:

The dMY IV Special Meeting will be held on [date], 2021, at [time] a.m. New York City time, at [virtual meeting link]. In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for dMY IV and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of dMY IV’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting [virtual meeting link]. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at [time] a.m., New York City time. You may also attend the meeting telephonically by dialing 1-[                    ] (toll-free within the United States and Canada) or +1-[                    ] (outside of the United States and Canada, standard rates apply). The passcode for telephone access is [                    ]#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures.

Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

 

Q:

What matters will be considered at the Special Meeting?

 

A:

The dMY IV Stockholders will be asked to consider and vote on the following proposals:

 

   

a proposal to adopt the Merger Agreement and approve the Business Combination (the “Business Combination Proposal”);

 

   

a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated articles of incorporation (the “Proposed Charter”) of dMY IV (the “Charter Proposal”);

 

   

a proposal to approve, on a non-advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Proposals”);

 

   

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of New Planet Class A common stock and New Planet Class B common stock pursuant to the terms of the Merger Agreement and (y) shares of dMY IV Class A common stock to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement (as later defined in this proxy statement/prospectus), plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (the “Stock Issuance Proposal”);

 

   

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Incentive Plan (the “Incentive Plan Proposal”);

 

   

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the ESPP (the “ESPP Proposal”); and

 

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to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

 

Q:

Is my vote important?

 

A:

Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by a majority of the votes cast on such proposal by the dMY IV Stockholders present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote thereon, and the other condition precedent proposals achieve the necessary vote outlined below. Only dMY IV Stockholders as of the close of business on [                    ], 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The dMY IV Board unanimously recommends that such dMY IV Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

 

Q:

If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

 

A:

No. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

What dMY IV Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

 

A:

The Business Combination Proposal. Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions will have no effect on the outcome of the proposal. Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The percentage of outstanding shares of dMY IV Class B common stock held by our Sponsor and our other initial stockholders that are obligated to vote in favor of the Business Combination, represents approximately 20% of the voting power of dMY IV. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 30.1% of the outstanding shares in order to approve the Business Combination. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and if only the dMY IV Common Shares held by the minimum number of dMY IV Stockholders necessary for a quorum for the Special Meeting were to be voted, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 5.1% of the outstanding shares.

The Charter Proposal. Approval of the Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock entitled to vote thereon, voting as a single class, and at least a majority of the outstanding shares of dMY IV Class B common stock. The failure to vote and abstentions have the same effect as a vote “AGAINST” the proposal.

The Advisory Charter Proposals. Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders

 

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present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal.

The Stock Issuance Proposal. Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote has no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes “AGAINST” this proposal.

The Incentive Plan Proposal. Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote has no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes “AGAINST” this proposal.

The ESPP Proposal. Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by a proxy at the Special Meeting and entitled to vote thereon. The failure to vote has no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes “AGAINST” this proposal.

The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal.

 

Q:

What will Planet’s equity holders receive in connection with the Business Combination?

 

A:

Subject to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions set forth therein, at the Closing, Planet Stockholders (other than holders of unvested Planet equity awards as of the Closing) will receive $2,135,000,000 in aggregate consideration (the “Aggregate Base Consideration”) in the form of newly issued New Planet Class A common stock and newly issued New Planet Class B common stock, as applicable, at a per share price of $10.00.

In addition to the Aggregate Base Consideration, Planet Stockholders may receive up to an additional 27 million shares in earnout consideration in the form of New Planet Class A common stock or New Planet Class B common stock, as applicable (the “Contingent Consideration”). The Contingent Consideration may be earned in four equal tranches (x) when the closing price of New Planet Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to the fifth anniversary of the Closing or (y) when New Planet consummates a change of control transaction that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Contingent Consideration that remains unvested on the first business day after five years from Closing will be forfeited without any further consideration.

Additionally, at the Effective Time, each outstanding vested Planet Option will be assumed by New Planet and will be converted into (i) an option to acquire New Planet Class A common stock with the same terms and conditions as applied to the Planet Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative or satisfied by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such option immediately prior to the Effective Time, Per Share Contingent Consideration (if any). However, the number of shares underlying such New Planet Option will be determined by multiplying the number of shares of Planet common stock subject to such option immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Planet Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest full cent.

 

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At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the Mergers) will be cancelled and converted into (i) a restricted stock unit award covering a number of shares of New Planet Class A common stock equal to the number of shares of Planet common stock underlying such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by the Exchange Ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and vested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the Mergers) will be cancelled and converted into the right to receive (i) a portion of the Aggregate Share Consideration in the form of New Planet Class A common stock equal to (A) the Exchange Ratio, multiplied by (B) the number of shares underlying such vested Planet Restricted Stock Unit Award as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (ii) with respect to each share of Planet common stock subject to such vested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration to the extent vested pursuant to the Merger Agreement.

At the Effective Time, each Planet Restricted Stock Award that is outstanding and unvested immediately prior to the Effective Time shall be cancelled and converted into (i) a restricted stock award covering a number of shares of New Planet Class A common stock equal to the number of shares of Planet common stock underlying such unvested Planet Restricted Stock Award immediately prior to the Effective Time, multiplied by the Exchange Ratio, with the same terms and conditions as were applicable to the related unvested Planet Restricted Stock Awards immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such unvested Planet Restricted Stock Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

 

Q:

What equity stake will current dMY IV Stockholders and Planet Stockholders hold in New Planet immediately after the consummation of the Business Combination?

 

A:

The following table illustrates varying ownership levels in New Planet at the Closing, assuming no redemptions by dMY IV’s public stockholders and the maximum redemptions by dMY IV’s public stockholders that would still result in satisfaction of the Minimum Proceeds Condition as described elsewhere in this proxy statement/prospectus:

 

     Assuming No
Redemptions of
Public Shares
     Assuming
Maximum
Redemptions of
Public Shares(1)
 

Planet Stockholders(2)(3)

     213,500,000        213,500,000  

dMY IV Public Stockholders

     34,500,000        —    

PIPE Investors

     25,200,000        25,200,000  

Initial Stockholders(4)

     7,762,500        7,762,500  
  

 

 

    

 

 

 

Total(5)

     280,962,500        246,462,500  
  

 

 

    

 

 

 

 

  (1)

Assumes that holders of 34,500,000 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $345.1 million held in trust as of June 30, 2021 and a redemption price of $10.00 per share).

 

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  (2)

Amount presents shares on a fully diluted, net exercise basis. Includes shares of New Planet Class B common stock to be issued to the Planet Founders at the Closing. The actual number of outstanding shares of New Planet common stock held by Planet Stockholders at Closing will vary depending on the number of Planet Warrants and Planet options that remain unexercised prior to Closing and the number of Planet Restricted Stock Unit Awards that have not settled prior to the Closing. Based on shares of Planet capital stock outstanding as of June 29, 2021, an estimated 192,644,340 shares of New Planet common stock would be issued to Planet Stockholders (including Planet Stockholders and holders of Planet Restricted Stock Unit Awards that will vest in connection with the Business Combination) at Closing based on an exchange ratio under the Merger Agreement of approximately 1.5636.

  (3)

Excludes up to 27,000,000 shares of New Planet common stock that may be issued as Contingent Consideration. The Planet Founders will receive shares of New Planet Class B common stock for any Contingent Consideration issued in respect of their ownership of Planet Class B common stock held immediately prior to the Mergers.

  (4)

Excludes the 862,500 Founder Shares that will be part of Sponsor Earnout Securities and remain subject to forfeiture prior to vesting but over which Sponsor will be able to exercise voting authority.

  (5)

Excludes 6,900,000 shares of New Planet Class A common stock that will be issuable upon exercise of the public warrants and 5,933,333 shares of New Planet Class A common stock that will be issuable upon exercise of the private placement warrants, a portion of which will be subject to future vesting as described in the section of this proxy statement/prospectus titled “Ancillary Agreements Related to the Business Combination—Founder Share Vesting.” Also excludes shares of New Planet common stock that will be available for issuance under the Incentive Plan and under the ESPP.

The share numbers set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing of the Business Combination and 12 months from the closing of our initial public offering, which occurred on March 9, 2021), or (b) the Contingent Consideration that may become payable in accordance with the terms of the Merger Agreement or (c) the issuance of any shares following completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D, or under the ESPP, a copy of which is attached to this proxy statement/prospectus as Annex E. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

In addition, there are currently outstanding an aggregate of 12,833,333 warrants to acquire shares of dMY IV Class A common stock, which comprise 5,933,333 private placement warrants held by our initial stockholders and 6,900,000 public warrants. Each of our outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on March 9, 2021, for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Planet Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New Planet Class A common stock is issued as a result of such exercise, with payment to New Planet of the exercise price of $11.50 per whole warrant for one whole share, our outstanding shares would increase by a total of 12,833,333 shares, with approximately $147.6 million paid to us to exercise the warrants.

Furthermore, subject to approval by dMY IV Stockholders of the Business Combination Proposal and the Charter Proposal, in connection with the Closing, we will adopt a multi-class stock structure and Planet Founders will receive shares of New Planet Class B common stock which will have 20 to 1 voting rights as compared to the shares of New Planet Class A common stock, such that as of immediately following the completion of the Business Combination and assuming no redemptions, Planet Founders will have over approximately 65% of the

 

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voting power of the issued and outstanding New Planet capital stock. Thus, Planet Founders will control New Planet.

 

Q:

What voting power will current dMY IV Stockholders, the Planet Founders and other Planet Stockholders hold in New Planet immediately after the consummation of the Business Combination?

 

A:

It is anticipated that, upon completion of the Business Combination, the voting power in New Planet will be as set forth in the table below (which was, except as noted below, prepared using the same assumptions as the immediately preceding table and related footnotes):

 

     Assuming No
Redemptions of
Public Shares
    Assuming
Maximum
Redemptions of
Public Shares
 

Planet Founders(1)

     62.4     65.7

Other Planet Stockholders(2)

     28     29.2

dMY IV Public Stockholders

     5.0     0

PIPE Investors

     3.6     3.8

Initial Stockholders(3)

     1.2     1.3
  

 

 

   

 

 

 

Total

     100     100
  

 

 

   

 

 

 

 

  (1)

Consists of an estimated 21,596,033 shares of New Planet Class B common stock to be issued at the Closing to the Planet Founders, based on shares of Planet capital stock outstanding as of June 29, 2021.

  (2)

Consists of the remaining consideration to be issued to other Planet Stockholders at the Closing, including shares issuable upon settlement of Planet Restricted Stock Unit Awards that will vest in connection with the Business Combination.

  (3)

Includes the 862,500 Founder Shares that will be part of Sponsor Earnout Securities, and over which Sponsor will exercise voting authority prior to the vesting of such Sponsor Earnout Securities.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

A total of $345,000,000, including $338,100,000 of the proceeds from the IPO (which amount includes $12,075,000 of the underwriters’ deferred discount) and approximately $6,900,000 of the proceeds of the sale of the private placement warrants, was placed in a Trust Account at J.P. Morgan Chase Bank, N.A. maintained by Continental, acting as trustee. As of June 30, 2021, there were investments and cash held in the Trust Account of $345,057,911. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by March 9, 2023 or during any Extension Period, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

 

Q:

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

 

A:

dMY IV Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, dMY IV having an aggregate cash amount of at least $250,000,000 available at Closing from the Trust Account and PIPE Investors (the “Minimum Proceeds Condition”). dMY IV intends to notify dMY IV Stockholders by press release promptly after it becomes aware that Planet has waived this condition. In addition, with fewer public shares and public stockholders, the trading market for New Planet

 

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  Class A common stock may be less liquid than the market for dMY IV’s Class A common stock was prior to consummation of the Business Combination and New Planet may not be able to meet the listing standards for The New York Stock Exchange or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Planet’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which dMY IV’s public stockholders exercise the maximum allowed redemption rights.

The table below presents the trust value per share to a Public Stockholder that elects not to redeem across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Proceeds Condition in the Merger Agreement. This trust value per share includes the per share cost of the deferred underwriting commission.

 

    Per Share Value                          

Trust Value

  $ 345,057,911          

Total Class A common stock

    34,500,000          

Trust Value Per Class A common stock

  $ 10.00          
    Assuming No
Redemptions
    Assuming 25%
Redemptions
    Assuming 50%
Redemptions
    Assuming 75%
Redemptions
    Assuming
Maximum
Redemptions (1)
 

Redemptions ($)

  $ —       $ 86,264,478     $ 172,528,956     $ 258,793,433     $ 345,057,911  

Redemptions (Shares)

    —         8,625,000       17,250,000       25,875,000       34,500,000  

Deferred underwriting commission

  $ 12,075,000     $ 12,075,000     $ 12,075,000     $ 12,075,000     $ 12,075,000  

Cash left in Trust Account post redemption minus deferred underwriting commission

  $ 332,982,911     $ 246,718,433     $ 160,453,956     $ 74,189,478       N/A  

Class A common stock post redemption

  $ 34,500,000     $ 25,875,000     $ 17,250,000     $ 8,625,000       N/A  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trust Value Per Share

  $ 9.65     $ 9.54     $ 9.30     $ 8.60       N/A  

 

(1)

The maximum redemption scenario assumes all 34,500,000 shares of dMY IV Class A common stock are redeemed for the proceeds in the Trust Account. Accordingly, the Trust Value per Share of non-redeeming shareholders is not applicable in the maximum redemption scenario.

 

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The table below presents possible sources of dilution and the extent of such dilution that non-redeeming Public Stockholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Proceeds Condition in the Merger Agreement. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all public and private placement warrants, (ii) the conversion of 8,625,000 Founder Shares into New Planet Class A common stock on a one-for-one basis, (iii) issuance of 25,200,000 shares of dMY IV Class A common stock in the PIPE Investment, and (iv) the issuance of 213,500,000 shares to Planet equity holders.

 

    Assuming No
Redemptions
    Assuming 25%
Redemptions
    Assuming 50%
Redemptions
    Assuming 75%
Redemptions
    Assuming
Maximum
Redemptions
 
    Number of
Common
Shares
    %     Number of
Common
Shares
    %     Number of
Common
Shares
    %     Number of
Common
Shares
    %     Number of
Common
Shares
    %  

Shares issued to Planet equityholders

    213,500,000       72.5     213,500,000       74.7     213,500,000       77.0     213,500,000       79.5     213,500,000       82.1

Holders of dMY IV’s sponsor shares

    8,625,000       2.9     8,625,000       3.0     8,625,000       3.1     8,625,000       3.2     8,625,000       3.3

PIPE Investors

    25,200,000       8.6     25,200,000       8.8     25,200,000       9.1     25,200,000       9.4     25,200,000       9.7

Warrants held by public shareholders

    6,900,000       2.3     6,900,000       2.4     6,900,000       2.5     6,900,000       2.6     6,900,000       2.7

Private placement warrants

    5,933,333       2.0     5,933,333       2.1     5,933,333       2.1     5,933,333       2.2     5,933,333       2.3

dMY IV’s public stockholders

    34,500,000       11.7     25,875,000       9.1     17,250,000       6.2     8,625,000       3.2           0.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    294,658,333       100.0     286,033,333       100.0     277,408,333       100.0     268,783,333       100.0     260,158,333       100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The deferred underwriting commissions in connection with the IPO will be released to the underwriters only on completion of the Business Combination. The deferred underwriting commission is payable if a Business Combination is consummated without regard to the number of public shares redeemed by holders in connection with a Business Combination. The following table presents the deferred underwriting commission as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Proceeds Condition in the Merger Agreement.

 

    Assuming
No
Redemptions
    Assuming
25%
Redemptions
    Assuming
50%
Redemptions
    Assuming
75%
Redemptions
    Assuming
Maximum
Redemptions (1)
 

Deferred Underwriting Commission

  $ 12,075,000     $ 12,075,000     $ 12,075,000     $ 12,075,000     $ 12,075,000  

Deferred Underwriting Commission as a percentage of cash left in the Trust Account Following Redemptions

    3.5     4.7     7.0     14.0     N/A  

 

  (1)

The maximum redemption scenario assumes all 34,500,000 shares of dMY IV Class A common stock are redeemed for the proceeds in the Trust Account. Accordingly, deferred underwriting commission as a percentage of cash left in the Trust Account following redemptions is not applicable in the maximum redemption scenario.

 

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Q:

What amendments will be made to the Current Charter?

 

A:

We are asking dMY IV Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the dMY IV Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of dMY IV’s name to “Planet Labs PBC”; (ii) the increase of the total number of shares of New Planet’s capital stock from 401,000,000 shares to 631,500,000 shares, which would consist of (A) increasing (x) dMY IV Class A common stock from 380,000,00 shares to 570,000,000 shares of New Planet Class A common stock, (y) dMY IV Class B common stock from 20,000,000 shares to 30,000,000 shares of New Planet Class B common stock and (z) the preferred stock of dMY IV from 1,000,000 shares to 1,500,000 shares of New Planet preferred stock, and (B) authorizing the creation of 30,000,000 shares of New Planet Class C common stock; (iii) the establishment of 20:1 voting rights with respect to shares of New Planet Class B common stock, as described herein and in the Proposed Charter; (iv) providing stockholders, until the Sunset Date, the ability to act by written consent in lieu of a meeting, subject to certain requirements as described herein and in the Proposed Charter; (v) changes to the required vote to amend the charter and bylaws; (vi) that certain transactions are not “corporate opportunities” and that certain persons are not subject the doctrine of corporate opportunity; (vii) the elimination of certain provisions specific to dMY IV’s status as a blank check company; and (viii) provide that New Planet will be a public benefit corporation under Delaware law and identify its public benefit as to accelerate humanity toward a more sustainable, secure and prosperous world by illuminating environmental and social change.

Pursuant to Delaware law and the Current Charter, dMY IV is required to submit the Charter Proposal to dMY IV’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.

 

Q:

What effect will the Proposed Charter’s multi-class structure have on New Planet’s public stockholders?

 

A:

Shares of New Planet Class B common stock will have 20 votes per share, while shares of New Planet Class A common stock will have one vote per share. Upon the consummation of the Business Combination, the Planet Founders will hold all of the issued and outstanding shares of New Planet Class B common stock. Accordingly, upon the consummation of the Business Combination and, assuming no redemptions by our public stockholders, the Planet Founders will hold over approximately 65% of the voting power of New Planet’s capital stock and will be able to control matters submitted to New Planet’s stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets or other major corporate transactions. Additionally, the Planet Founders will receive additional shares of New Planet Class B common stock for any Contingent Consideration issued in respect of their ownership of Planet Class B common stock held immediately prior to the Mergers. The Planet Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New Planet, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of New Planet, and might ultimately affect the market price of shares of New Planet Class A common stock. For information about our multi-class structure, see the section titled “Description of New Planet Securities.”

 

Q:

What effect will New Planet being a public benefit corporation under Delaware law have on New Planet’s public stockholders?

 

A:

Unlike traditional corporations, which have a fiduciary duty to focus exclusively on maximizing stockholder value, as a Delaware public benefit corporation, New Planet’s directors will have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by New Planet’s actions. Therefore, New Planet may take actions that it

 

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  believes will be in the best interests of those stakeholders materially affected by its specific benefit purpose, even if those actions do not maximize New Planet’s financial results. While New Planet intends for this public benefit designation and obligation to provide an overall net benefit to New Planet and its stakeholders, it could instead cause New Planet to make decisions and take actions without seeking to maximize the income generated from its business, and hence available for distribution to its stockholders.

In addition, as a public benefit corporation, New Planet will be less attractive as a takeover target than a traditional company would be and, therefore, New Planet stockholders’ ability to realize investment through an acquisition may be limited. Moreover, under the Proposed Charter, New Planet cannot merge or consolidate with another entity if, as a result of such merger or consolidation, the surviving entity’s charter does not contain the identical provisions identifying the public benefit or public benefits, unless the transaction receives approval from two-thirds of the target public benefit corporation’s outstanding voting shares.

Stockholders of a Delaware public benefit corporation with shares listed on a national securities exchange (if they, individually or collectively, own at least two percent of the company’s outstanding shares or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted) are entitled to file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations.

 

Q:

What material negative factors did the dMY IV Board consider in connection with the Business Combination?

 

A:

Although the dMY IV Board believes that the acquisition of Planet will provide dMY IV’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that dMY IV Stockholders would not approve the Business Combination and the risk that significant numbers of dMY IV Stockholders would exercise their redemption rights. In addition, during the course of dMY IV management’s evaluation of Planet’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both dMY IV management and the board of directors considered were (i) risks associated with successful implementation of Planet’s long term business plan and strategy and Planet realizing the anticipated benefits of the Business Combination on the timeline expected or at all, (ii) the corporate governance provisions of the Proposed Charter and the effect of those provisions on the governance of New Planet, including that the Planet Founders will each hold common stock carrying 20 votes per share, subject to certain transfer restrictions and sunset provisions in the Proposed Charter, (iii) the inherent limitations in the due diligence review of Planet conducted by the dMY IV management team and dMY IV’s outside advisors and that dMY IV did not obtain a fairness opinion from an independent investment banking firm, (iv) the potential inability to complete the Mergers, (v) the possibility of litigation challenging the Business Combination, and (vii) that some of our officers and directors may have interests in the Business Combinations as individuals that are in addition to, and that may be different from, the interests of Company stockholders and that Goldman Sachs & Co. LLC (“Goldman”), as dMY IV’s underwriter in its initial public offering, is acting as Planet’s financial advisor and a co-placement agent of the PIPE Financing. The Board also weighed the risk around the multi-class structure (with “super-voting” rights for Planet Founders), which already existed at Planet with the long-term benefits that a founder-controlled company would provide to dMY IV Stockholders and future stockholders of Planet after Closing.

These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Recommendation of the dMY IV Board and Reasons for the Business Combination,” as well as in the section entitled “Risk Factors — Risk Factors Relating to the Business Combination and Integration of Planet’s Business.

 

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Table of Contents
Q:

Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Mergers?

 

A:

No. The Board did not obtain a fairness opinion with respect to the consideration to be paid in the Mergers. The officers and directors of dMY IV have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the technology sector, and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Board and dMY IV’s advisors in valuing Planet’s business.

 

Q:

Do I have redemption rights?

 

A:

If you are a public stockholder, you have the right to request that dMY IV redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of dMY IV.

Our initial stockholders and our directors at the time of our initial public offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination. Our initial stockholders and our directors did not receive separate consideration for their waiver of redemption rights.

 

Q:

How do I exercise my redemption rights?

 

A:

If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

 

  (i)

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

 

  (ii)

prior to 12:00 p.m., New York City time, on [                    ], 2021, (a) submit a written request to Continental that dMY IV redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem.

 

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Table of Contents

Any public stockholder will be entitled to request that their public shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of [                    ], 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is two business days prior to the initially scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that dMY IV instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by dMY IV’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental prior to 12:00 p.m., New York City time, on [                    ], 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any dMY IV warrants that you may hold.

 

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, dMY IV’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem. If you fail to cause your units to be separated and delivered to Continental, dMY IV’s transfer agent, prior to 12:00 p.m., New York City time, on [                    ], 2021, you will not be able to exercise your redemption rights with respect to your public shares.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or

 

26


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  are deemed to own (including through the ownership of public warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

 

Q:

How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?

The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be redeemable by dMY IV so long as they are held by the Sponsor or any of its permitted transferees. If the private warrants are held by holders other than the Sponsor or any of its permitted transferees, they will be redeemable by dMY IV and exercisable by the holders on the same basis as the public warrants. The Sponsor has agreed not to transfer, assign or sell any of the private placement warrants, including the New Planet Class A common stock issuable upon exercise of the warrants (except to certain permitted transferees), until 30 days after the Closing of the initial business combination.

Following the Closing of the initial business combination, New Planet may redeem your public warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. New Planet will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of New Planet Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the public warrants become redeemable by New Planet, New Planet may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

In addition, New Planet has the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that, among other things, the closing price of New Planet Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of shares of Class A common stock determined based on the redemption date and the fair market value of New Planet Class A common stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of Class A common stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

 

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Historical trading prices for dMY IV’s Class A common stock have from time to time exceeded $10.00 per share but have not remained at the $10.00 per share threshold for 20 trading days within a 30 trading-day period at which point the Public Warrants would become redeemable. In the event the Company determined to redeem the Public Warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Company’s posting of the redemption notice to DTC.

In addition, New Planet may redeem your warrants after they become exercisable for a number of shares of New Planet Class A common stock determined based on the redemption date and the fair market value of New Planet Class A common stock. Any such redemption may have similar consequences to a cashless redemption described below. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding. See “Description of New Planet Securities—Warrants—Public Stockholders’ Warrants”.

 

Q:

What is Planet?

 

A:

Planet, a Delaware corporation headquartered in San Francisco, California, is a provider of daily data and insights about Earth and aims to use space to help life on Earth. Planet is driven by a mission to image the world every day, and make change visible, accessible and actionable. Founded in 2010 by three NASA scientists, Planet designs, builds, and operates the largest earth observation fleet of imaging satellites. Planet provides data and analytics solutions to over 700 customers across a variety of industries including, agriculture, forestry, defense and intelligence, finance and civil government (among others), enabling users to simply and effectively derive unique value from satellite imagery.

 

Q:

How does the dMY IV Board recommend that I vote?

 

A:

The dMY IV Board recommends that the dMY IV Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the board of directors of dMY IV recommends that dMY IV Stockholders vote, see the section entitled “The Business Combination Proposal — Recommendation of the dMY IV Board and Reasons for the Business Combination”.

 

Q:

What will happen to my dMY IV Common Stock as a result of the Business Combination?

 

A:

If the Business Combination is completed, (i) each share of dMY IV’s Class A common stock will remain outstanding and continue as a share of New Planet Class A common stock, and (ii) each share of dMY IV’s Class B common stock will automatically become a share of New Planet Class A common stock. See the section entitled “The Merger Agreement—Merger Consideration” beginning on page 127. New Planet Class B common stock will have the same economic terms as the New Planet Class A common stock, but the New Planet Class B common stock will have twenty (20) votes per share (until the Sunset Date).

 

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Q:

How does our Sponsor and the other initial stockholders intend to vote their shares?

 

A:

In connection with our initial public offering, our initial stockholders, the Sponsor, and our officers and directors at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. In addition, the Sponsor and certain other beneficial owners of dMY IV’s Class B common stock have entered into a support agreement with Planet, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). These stockholders, together with our initial stockholders, collectively own approximately 20% of our issued and outstanding shares of dMY IV Common Stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 30.1% of the remaining shares to approve the Business Combination. If the shares held by the minimum number of stockholders necessary for a quorum for the Special Meeting were to be voted, we would need the additional affirmative vote of shares representing approximately 5% of the outstanding shares in order to approve the Business Combination.

 

Q:

May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?

 

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding dMY IV or its securities, the initial stockholders, Planet and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) dMY IV satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining dMY IV Stockholder Approval. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

 

Q:

Who is entitled to vote at the Special Meeting?

 

A:

The dMY IV Board has fixed [date], 2021 as the record date for the Special Meeting. All holders of record of dMY IV Common Stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” on page 30 for instructions on how to vote your shares of dMY IV Common Stock without attending the Special Meeting.

 

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Q:

How many votes do I have?

 

A:

Each dMY IV Stockholder of record is entitled to one vote for each dMY IV Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were [                    ] outstanding shares of dMY IV Common Stock.

 

Q:

What constitutes a quorum for the Special Meeting?

 

A:

A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the voting power of all outstanding shares of dMY IV Common Stock as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

 

Q:

Where will the New Planet Class A common stock that dMY IV Stockholders receive in the Business Combination be publicly traded?

 

A:

Assuming the Business Combination is completed, the shares of New Planet Class A common stock (including the New Planet Class A common stock issued in connection with the Business Combination) will be listed and traded on the NYSE under the ticker symbol “PL” and the public warrants will be listed and traded on the NYSE under the ticker symbol “                    ”.

 

Q:

What happens if the Business Combination is not completed?

 

A:

If the Merger Agreement is not adopted by dMY IV Stockholders or if the Business Combination is not completed for any other reason by 5:00 p.m., Eastern Time, on February 21, 2022, then we will either seek an extension of time to complete the Business Combination or seek to consummate an alternative initial business combination prior to March 9, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an “Extension Period”). If we do not consummate an initial business combination by March 9, 2023 or during any Extension Period, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

 

Q:

How can I attend and vote my shares at the Special Meeting?

 

A:

dMY IV Common Stock held directly in your name as the stockholder of record of such dMY IV Common Stock as of the close of business on [                    ], 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit [virtual meeting link], and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

 

Q:

How can I vote my shares without attending the Special Meeting?

 

A:

If you are a stockholder of record of dMY IV Common Stock as of the close of business on [date] , 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card.

 

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  Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

 

Q:

What is a proxy?

 

A:

A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of dMY IV Common Stock as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of dMY IV’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Harry L. You and Niccolo de Masi.

 

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A:

If your shares of dMY IV Common Stock are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record). For dMY IV Common Stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of dMY IV Common Stock are voted.

Shares in “street name.” For dMY IV Common Stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

 

Q:

If a dMY IV Stockholder gives a proxy, how will the dMY IV Common Stock covered by the proxy be voted?

 

A:

If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of dMY IV Common Stock in the way that you indicate when providing your proxy in respect of the dMY IV Common Stock you hold. When completing the proxy card, you may specify whether your shares of dMY IV Common Stock should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

 

Q:

How will my dMY IV Common Stock be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of dMY IV Common Stock to be voted, then your shares of dMY IV Common Stock will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

 

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Q:

Can I change my vote after I have submitted my proxy?

 

A:

Yes. If you are a stockholder of record of dMY IV Common Stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

 

   

submit a new proxy card bearing a later date;

 

   

give written notice of your revocation to dMY IV’s Corporate Secretary, which notice must be received by dMY IV’s Corporate Secretary prior to the vote at the Special Meeting; or

 

   

vote electronically at the Special Meeting by visiting [virtual meeting link] and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

 

Q:

Where can I find the voting results of the Special Meeting?

 

A:

The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, dMY IV will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

 

Q:

Are dMY IV Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

 

A:

No. dMY IV Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of dMY IV’s Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of dMY IV’s Class A common stock, which will become an equal number of shares of New Planet Class A common stock after giving effect to the Business Combination). Holders of dMY IV’s Class A common stock may vote against the Business Combination Proposal or redeem their dMY IV Common Stock if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of dMY IV’s Class B Common Stock because they have agreed to vote in favor of the Business Combination.

 

Q:

Are there any risks that I should consider as a dMY IV Stockholder in deciding how to vote or whether to exercise my redemption rights?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 66. You also should read and carefully consider the risk factors of dMY IV and Planet contained in the documents that are incorporated by reference herein.

 

Q:

What happens if I sell my dMY IV Common Stock before the Special Meeting?

 

A:

The record date for dMY IV Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of dMY IV Common Stock before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your shares of dMY IV Common Stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Planet shares to the person to whom you transfer your shares.

 

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Q:

When is the Business Combination expected to be completed?

 

A:

Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing” beginning on page 141, including the adoption of the Merger Agreement by the dMY IV Stockholders at the Special Meeting, the Business Combination is expected to close by the end of 2021. However, it is possible that factors outside the control of both dMY IV and Planet could result in the Business Combination being completed at a later time, or not being completed at all.

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

dMY IV has engaged a professional proxy solicitation firm, Morrow Sodali (“Morrow”), to assist in soliciting proxies for the Special Meeting. dMY IV has agreed to pay Morrow a fee of $30,000, plus disbursements. dMY IV will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. dMY IV will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. dMY IV’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

What are the conditions to completion of the Business Combination?

 

A:

The Closing is subject to certain customary conditions, including, among other things: (i) approvals by dMY IV’s stockholders and Planet’s stockholders of the Merger Agreement and the transactions contemplated thereby; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino-Antitrust Improvements Act of 1976; (iii) obtainment of the necessary consents from the Federal Communications Commission and National Oceanic and Atmospheric Administration; (iv) that dMY IV has not received valid redemption requests (that have not subsequently been withdrawn) that would require it to redeem dMY IV Class A common stock in an amount that would cause dMY IV not to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (v) effectiveness of the Registration Statement; (vi) the shares of New Planet Class A common stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange; (vii) the accuracy of the representations and warranties, covenants and agreements of Planet and dMY IV, respectively, subject to customary materiality qualifications; (viii) the absence of any material adverse effect that is continuing with respect to Planet and dMY IV, respectively, between the date of the Merger Agreement and the date of the Closing; (ix) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination and (x) solely with respect to Planet, after giving effect to applicable redemptions, dMY IV having a minimum of $250,000,000 in cash available to it at Closing. See the section entitled “The Business Combination Proposal.

 

Q:

What should I do now?

 

A:

You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your shares of dMY IV Common Stock will be voted in accordance with your instructions.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each

 

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  brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of dMY IV Common Stock.

 

Q:

Whom do I call if I have questions about the Special Meeting or the Business Combination?

 

A:

If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali

470 West Avenue

Stamford CT 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

DMYQ.info@investor.morrowsodali.com

You also may obtain additional information about dMY IV from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information?” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, dMY IV’s transfer agent, at the address below prior to 12:00 p.m., New York City time, on [                    ], 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annex and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.

Information About the Parties to the Business Combination

dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

dMY Technology Group, Inc. IV is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Planet Labs Inc.

645 Harrison Street, Floor 4

San Francisco, California 94107

(415) 829-3313

Planet Labs Inc. is a Delaware corporation headquartered in San Francisco, California that provides daily data and insights about Earth and aims to use space to help life on Earth. For the years ended January 31, 2021 and 2020, Planet generated revenue of $113.2 million and $95.7 million, respectively, and had a net loss of $127.1 million and $123.7 million, respectively. For the six months ended July 31, 2021 and 2020, Planet generated revenue of $62.4 million and $55.7 million, respectively, and had a net loss of $49.6 million and $58.6 million, respectively.

Photon Merger Sub, Inc.

c/o dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

Photon Merger Sub, Inc. is a Delaware corporation and a direct wholly owned subsidiary of dMY Technology Group, Inc. IV, and was formed on June 3, 2021 for the purpose of effecting a merger with Planet.

Photon Merger Sub Two, LLC

c/o dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

Photon Merger Sub Two, LLC is a Delaware limited liability company and a direct wholly owned subsidiary of dMY Technology Group, Inc. IV, and was formed on June 3, 2021 for the purpose of effecting a merger with Planet.


 

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The Business Combination and the Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.

Structure of the Business Combination

Pursuant to the Merger Agreement, First Merger Sub will merge with and into Planet with Planet (the “Surviving Corporation”) surviving the merger as a wholly owned subsidiary of dMY IV, and, unless Planet elects otherwise, immediately following thereafter and as part of the same overall transaction, the Surviving Corporation will merge with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of dMY IV. In addition, in connection with the consummation of the Business Combination, New Planet will amend and restate its charter to be the Proposed Charter and have authorize preferred stock and three classes of common stock, each as described in the section of this proxy statement/prospectus titled “Description of New Planet Securities.

The following diagrams illustrate in simplified terms the current structure of dMY IV and Planet and the expected structure of New Planet upon the Closing.

Simplified Pre-Combination Structure

 

LOGO


 

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Simplified Post-Combination Structure

 

 

LOGO

 

(1)

As a result of the Second Merger, Planet Labs Inc. will merge with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of dMY IV.

The Business Combination and the Merger Agreement

Merger Consideration to Planet Stockholders

dMY IV has agreed to issue approximately $2.135 billion in aggregate consideration in the form of New Planet Class A common stock or New Planet Class B common stock, as applicable, at a per share price of $10.00, plus up to an additional 27,000,000 shares of New Planet Class A common stock or Class B common stock, as applicable, to the Planet Stockholders if certain conditions are met, as set forth below. Subject to the terms and conditions of the Merger Agreement, at the Effective Time,

(a) each holder of shares of Planet Class B common stock as of immediately prior to the Effective Time (other than in respect of treasury shares) will be entitled to receive, in the form of a number of shares of New Planet Class B common stock, (A) a portion of the Aggregate Merger Consideration equal to (i) the Exchange Ratio, multiplied by (ii) the number of shares of Planet Class B common stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (B) a number of shares of New Planet Class B common stock equal to (i) the Per Share Contingent Consideration (if any) multiplied by (ii) the number of shares of Planet Class B common stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share; and

(b) each holder of shares of Planet capital stock (other than Planet Class B common stock) as of immediately prior to the Effective Time (other than in respect of (x) treasury shares, (y) Dissenting shares, and (z) any shares of Planet capital stock subject to Planet Awards) shall be entitled to receive (A) a portion of the Aggregate Merger Consideration in the form of a number of shares of New Planet Class A common stock equal to (i) the Exchange Ratio, multiplied by (ii) the number of shares of Planet capital stock (other than Planet Class B common stock) held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (B) a number of shares of New Planet Class A common stock equal to (i) the Per Share Contingent Consideration (if any) multiplied by (ii) the number of shares of Planet capital stock (other than Planet Class B common stock) held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share. With respect to any holder of Planet preferred


 

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stock, such number of shares of Planet capital stock held (other than Planet Class B common stock) by such holder shall be calculated as if such holder had exercised in full its optional conversion rights with respect to such Planet preferred stock pursuant to Article IV, Section C.5(a) of the Planet Charter.

Following the Closing, the Contingent Consideration to be received by the holders of Planet capital stock and Planet Awards shall be calculated as follows:

 

  (i)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $15.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $15.00 per share (the “First Milestone”) (such 6,750,000 shares of New Planet common stock, the “First Milestone Contingent Consideration”);

 

  (ii)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $17.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $17.00 per share (the “Second Milestone”) (such 6,750,000 shares of New Planet common stock, the “Second Milestone Contingent Consideration”);

 

  (iii)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $19.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $19.00 per share (the “Third Milestone”) (such 6,750,000 shares of New Planet common stock, the “Third Milestone Contingent Consideration”); and

 

  (iv)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $21.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $21.00 per share (the “Fourth Milestone” and together with the First Milestone, the Second Milestone and the Third Milestone, the “Contingent Milestones”) (such 6,750,000 shares of New Planet common stock, the “Fourth Milestone Contingent Consideration” and together with the First Milestone Contingent Consideration, the Second Milestone Contingent Consideration and the Third Milestone Contingent Consideration, the “Contingent Consideration”).

For the avoidance of doubt, the maximum amount of the Contingent Consideration is 27,000,000 shares of New Planet common stock, in the aggregate.

Treatment of Planet Awards

At the Effective Time, each outstanding vested Planet Option will be assumed by New Planet and will be converted into (i) an option to acquire New Planet Class A common stock with the same terms and conditions as applied to the Planet Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative or satisfied by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such Planet option immediately prior to the Effective Time, the Per Share Contingent Consideration (if any). The number of shares underlying such New Planet Option will be determined by multiplying the number of shares of Planet common stock subject to such Planet option immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Planet Option will be determined


 

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by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest full cent.

At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into (i) a restricted stock unit award covering a number of shares of New Planet Class A common stock equal to the number of shares of Planet common stock underlying such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by the Exchange Ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and vested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into the right to receive (i) a portion of the Aggregate Share Consideration in the form of New Planet Class A common stock equal to (A) the Exchange Ratio, multiplied by (B) the number of shares underlying such vested Planet Restricted Stock Unit Award as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (ii) with respect to each share of Planet common stock subject to such vested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

Conditions to the Completion of the Business Combination

The Business Combination is subject to customary Closing conditions, including, among other things: (i) approvals by dMY IV’s stockholders and Planet’s stockholders of the Merger Agreement and the transactions contemplated thereby; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino-Antitrust Improvements Act of 1976; (iii) obtainment of the necessary consents from the Federal Communications Commission and National Oceanic and Atmospheric Administration; (iv) that dMY IV has not received valid redemption requests (that have not subsequently been withdrawn) that would require it to redeem dMY IV Class A common stock in an amount that would cause dMY IV not to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (v) effectiveness of the Registration Statement; (vi) the shares of New Planet Class A common stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange; (vii) the accuracy of the representations and warranties, covenants and agreements of Planet and dMY IV, respectively, subject to customary materiality qualifications; (viii) the absence of any material adverse effect that is continuing with respect to Planet and dMY IV, respectively, between the date of the Merger Agreement and the date of the Closing; (ix) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination and (x) solely with respect to Planet, after giving effect to applicable redemptions, dMY IV having a minimum of $250,000,000 in cash available to it at Closing.

Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.

Termination

Mutual Termination Rights

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

 

   

by written consent of Planet and dMY IV;


 

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by Planet or dMY IV by written notice if any governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order of competent jurisdiction which has become final and non-appealable and has the effect of making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers (however, the right to terminate the Merger Agreement pursuant to this bullet shall not be available to a party if such party’s breach of any of its obligations under the Merger Agreement is the primary cause of the existence or occurrence of any fact or circumstance but for the existence or occurrence of which the consummation of the Business Combination or such other transaction would not be illegal or otherwise permanently prevented or prohibited);

 

   

by Planet or dMY IV if the dMY IV Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Special Meeting duly convened therefor or at any adjournment thereof; or

 

   

by Planet or dMY IV by written notice to the other party if the Closing has not occurred before 5:00 p.m., Eastern Time, on February 21, 2022. However, the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party if such party’s breach of any of its obligations under the Merger Agreement is the primary cause of the failure of the Closing to have occurred before such time.

Termination Rights of Planet

The Merger Agreement may be terminated by Planet upon written notice to dMY IV and the transactions contemplated thereby abandoned:

 

   

following a modification in the recommendation of dMY IV Board; or

 

   

if there is any breach of any representation, warranty, covenant or agreement on the part of dMY or Merger Subs set forth in the Merger Agreement, such that the conditions with respect to the accuracy of the representations and warranties of dMY IV and the Merger Subs, subject to customary materiality qualifications, and compliance by dMY IV and the Merger Subs of its covenants or agreements of the Merger Agreement would not be satisfied, subject to a 30-day cure period and only if dMY IV is not entitled to terminate the Merger Agreement pursuant to the next bullet.

Termination Rights of dMY IV

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned by written notice to Planet from dMY IV if there is any breach of any representation, warranty, covenant or agreement on the part of Planet set forth in the Merger Agreement, such that the conditions with respect to the accuracy of the representations and warranties of Planet and compliance by Planet of its covenants or agreements of the Merger Agreement, in each case, subject to customary materiality qualifications, would not be satisfied, subject to a 30-day cure period and only if Planet is not entitled to terminate the Merger Agreement pursuant to the preceding bullet.

Ancillary Agreements

Sponsor Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, dMY IV, Planet, the Sponsor and dMY IV’s directors and officers entered into the Sponsor Support Agreement, pursuant to which the Sponsor and dMY IV’s directors and officers have agreed to, among other things, vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, to vote against any business combination


 

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proposal other than the Business Combination, including other proposals that would impede or frustrate the Business Combination, to comply with certain provisions prohibiting dMY IV from soliciting any alternative business combination transaction and relating to publicity matters and to not transfer the Founder Shares and private placement warrants that they own, in each case, subject to the terms and conditions of the Sponsor Support Agreement.

The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be terminated in accordance with its terms, (iii) the liquidation of dMY IV and (iv) the written agreement of dMY IV, the Sponsor and Planet. Upon such termination of the Sponsor Support Agreement, all obligations of the parties under the Sponsor Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof. However, the termination of the Sponsor Support Agreement will not relieve any party thereto from liability arising from any actual fraud in respect of the Sponsor Support Agreement occurring prior to such termination.

Planet Holders Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, dMY IV, Planet and certain Planet Stockholders who hold the votes required to approve the Merger Agreement and the transactions contemplated thereby, including the Planet Founders, entered into the Planet Holders Support Agreement or the Preferred Planet Holders Support Agreement (together, the “Planet Support Agreements”), whereby such Planet Stockholders agreed to, among other things, promptly (and in any event within two business days) after this proxy statement/prospectus is disseminated to Planet’s stockholders, vote or provide consent in favor of the approval of the Merger Agreement and the transactions contemplated therein. Additionally, such Planet Stockholders agreed to not transfer any securities of Planet held by such Planet Stockholder from the date of execution of the Planet Support Agreements until the earlier of the effective time of the Mergers or the termination of the Merger Agreement in accordance with its terms, subject to certain exceptions, to not solicit any Acquisition Proposal, and, solely in connection with the Planet Holders Support Agreement, to exercise the drag-along rights pursuant to and in accordance with that certain Amended and Restated Voting Agreement, dated as of February 2, 2017, by and among Planet and the Stockholders (as defined therein), to terminate certain affiliate agreements at the Closing and to vote against any Acquisition Proposal other than the Business Combination.

The Planet Support Agreements will terminate in their entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be terminated in accordance with its terms, (iii) such time that the Merger Agreement shall be amended, modified or supplemented such that a Stockholder is disproportionately and adversely impacted relative to the other Planet Stockholders holding the same class of Planet capital stock without the prior written consent of the applicable Planet Stockholder, (iv) such time that a provision in the Merger Agreement shall be waived by Planet such that a Planet Stockholder is disproportionately and adversely impacted relative to the other stockholders holding the same class of Planet capital stock; and (v) such time that the applicable Planet Support Agreement is terminated upon the mutual written agreement of Planet, dMY IV, Merger Subs and the applicable Planet Stockholder. However, the termination of the applicable Planet Support Agreement will not relieve any party thereto from liability arising from any actual fraud in respect of the applicable Planet Support Agreement occurring prior to such termination.


 

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Registration Rights Agreement

In connection with the consummation of the Business Combination, New Planet, the Sponsor, dMY IV’s directors and officers, the Planet Founders, certain of Planet’s directors and officers and certain Planet Stockholders will enter into the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, New Planet will be required to register for resale securities held by the stockholders party thereto. In certain circumstances, such stockholders can demand up to four underwritten offerings in any 12-month period, and such stockholders will also be entitled to certain piggyback registration rights. New Planet will bear certain expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into upon the consummation of the IPO. The Registration Rights Agreement will terminate on the earlier of (i) the five-year anniversary of the date of the Registration Rights Agreement or (ii) with respect to any applicable stockholder, on the date that such stockholder no longer holds any Registrable Securities (as defined in the Registration Rights Agreement).

Lock-Up Agreements

In connection with the consummation of the Business Combination, the Sponsor, dMY IV’s directors and officers, the Planet Founders, Planet’s executive officers and directors who are expected to continue on as executive officers and directors of New Planet following the Closing and other Planet Stockholders who hold at least 5% of Planet common stock on an as-converted basis immediately prior to the Closing (collectively, the “Lock-Up Shareholders”) will enter into the Lock-Up Agreements with New Planet, which place certain restrictions on the transfer of shares received by the Lock-Up Shareholders in connection with the Mergers.

The Lock-Up Shareholders agree not to, as applicable and during the applicable lock-up period:

 

   

sell, publicly offer to sell, enter into a contract or agreement to sell, hypothecate, pledge, grant any option, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position, certain of its shares of common stock (with the applicable shares in the case of (x) dMY IV’s directors and their respective affiliates being 5,950,000 shares of New Planet Class A common stock held by the Sponsor immediately following the Closing that are converted from the 5,950,000 shares of dMY IV Class B Common Stock held by the Sponsor immediately prior to the Closing attributable to such dMY IV director, (y) Sponsor and its permitted transferees being 8,625,000 shares of New Planet Class A common stock held by the Sponsor immediately following the Closing that are converted from 8,625,000 shares of dMY IV Class B Common Stock held by the Sponsor immediately prior to the Closing and (z) each other Lock-Up Shareholder being the New Planet common stock held by each person immediately following the Closing (excluding any shares of New Planet common stock acquired in connection with the Private Placement and any shares of New Planet common stock acquired in the open market) and the shares of New Planet common stock issuable to such person upon the exercise of restricted stock units, stock options or other equity awards of New Planet common stock, such applicable shares collectively the “Lock-up Shares”); or

 

   

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise.


 

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In the case of shares attributable to Niccolo De Masi, Harry L. You, Darla Anderson, Francesca Luthi, Charles E. Wert, and any of their respective affiliates, and William Marshall and Robert Schingler Jr., such restrictions begin at Closing and end on the earliest of: (i) the date that is 18 months after the Closing, (ii) the consummation of a Change of Control, and (iii) in the case of Niccolo de Masi, Harry L. You, William Marshall and Robert Schingler Jr., the date on which the last reported sale price of the New Planet Class A common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least 330 days after the Closing Date and, in the case of Darla Anderson, Francesca Luthi and Charles E. Wert, the date on which the last reported sale price of the New Planet Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least 330 days after the Closing Date.

In the case of shares attributable to all other Lock-Up Shareholders, such restrictions begin at the Closing and end on the earliest of (i) the date that is 12 months after the Closing, (ii) the consummation of a Change of Control, and (iii) the date on which the last reported sale price of the New Planet Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least 150 days after the Closing Date.

Founder Share Vesting

Pursuant to the Lock-up Agreement to be entered into by the Sponsor, effective upon the Closing, 862,500 shares of New Planet Class A common stock held by the Sponsor and 2,966,667 of the warrants to purchase New Planet Class A common stock (such shares and warrants collectively, the “Sponsor Earnout Securities”) will be unvested and will vest in four equal tranches as set forth below:

 

   

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the last sale price of the New Planet Class A common stock reported by Bloomberg (or if not available, by another authoritative source) (the “Last Sale Price”) equals or exceeds $15.00 for any 20 Trading Days within any 30-Trading Day period or (y) New Planet consummates a Change of Control which results in any of its stockholders having the right to exchange such Person’s shares for cash, securities or other property having a Sale Price of at least $15.00 per share;

 

   

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the Last Sale Price equals or exceeds $17.00 for any 20 Trading Days within any 30-Trading Day period or (y) New Planet consummates a Change of Control which results in any of its stockholders having the right to exchange such Person’s shares for cash, securities or other property having a Sale Price of at least $17.00 per share;

 

   

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the Last Sale Price equals or exceeds $19.00 for any 20 Trading Days within any 30-Trading Day period or (y) New Planet consummates a Change of Control which results in any of its stockholders having the right to exchange such Person’s shares for cash, securities or other property having a Sale Price of at least $19.00 per share; and

 

   

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the Last Sale Price equals or exceeds $21.00 for any 20 Trading Days within any 30-Trading Day period or (y) New Planet consummates a Change of Control which results in any of its stockholders having the right to exchange such Person’s shares for cash, securities or other property having a Sale Price of at least $21.00 per share.


 

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Any Sponsor Earnout Securities that remain unvested on the first business day following the five (5)  year anniversary of the Closing Date shall be surrendered by Sponsor to New Planet without any further consideration therefor.

The Private Placement

dMY IV entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, dMY IV agreed to issue and sell in private placements an aggregate of 25,200,000 shares of dMY IV Class A common stock to the PIPE Investors for $10.00 per share.

The Private Placement is expected to close immediately prior to the consummation of the Business Combination.

In addition, the dMY IV Common Stock was originally sold in the IPO as a component of the dMY IV units for $10.00 per unit. The dMY IV units consist of one share of dMY IV Common Stock and one-fifth of one dMY IV Public Warrant. As of                 , 2021, the closing price on NYSE of dMY IV Common Stock was $             per share, and the closing price of a dMY IV Public Warrant was $             per warrant. The purchase price of $10.00 per share to the PIPE Investors, as part of the Private Placement, reflects the expected price of New Planet’s common stock. None of the Sponsor or dMY IV’s officers, directors or their affiliates is a PIPE Investor.

Special Meeting of dMY IV Stockholders and the Proposals

The Special Meeting will convene on [date], 2021 at [time] a.m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of dMY IV Stockholders entitled to vote at the Special Meeting by visiting [virtual meeting link] and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Approval of the condition precedent proposals is a condition to the obligation of dMY IV to complete the Business Combination.

Only holders of record of issued and outstanding shares of dMY IV Common Stock as of the close of business on [                    ], 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of dMY IV Common Stock that you owned as of the close of business on that record date.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding shares of dMY IV Common Stock as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions have no effect on the outcome of the proposal.

Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding shares of dMY IV Common Stock, voting together as a single class, and at least a majority of the outstanding shares of dMY IV Class B Common Stock. Abstentions have the same effect as a vote “AGAINST” the proposal.


 

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Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions have no effect on the outcome of the proposal.

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. For purposes of NYSE rules, abstentions will have the same effect as votes “AGAINST” this proposal.

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. For purposes of NYSE rules, abstentions will have the same effect as votes “AGAINST” this proposal.

Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. For purposes of NYSE rules, abstentions will have the same effect as votes “AGAINST” this proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions have no effect on the outcome of the proposal.

Recommendation of the dMY IV Board

The dMY IV Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the dMY IV Stockholders and recommends that the dMY IV Stockholders adopt the Merger Agreement and approve the Business Combination. The dMY IV Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

The dMY IV Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of each of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.

The existence of financial and personal interests of one or more of dMY IV’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of dMY IV and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, dMY IV’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination Proposal — Interests of dMY IV’s Directors and Officers in the Business Combination” of this proxy statement/prospectus.

For more information about the dMY IV Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and dMY IV Board Recommendation” beginning on page 119 and “The Business Combination Proposal” beginning on page 166.


 

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Recommendation of the dMY IV Board and Reasons for the Business Combination

In reaching its unanimous resolutions (i) that the Merger Agreement and the ancillary agreements are fair, advisable and in the best interests of dMY IV and its stockholders, (ii) to approve the Merger Agreement and the Business Combination, the PIPE Investment, and the other transactions contemplated by the Merger Agreement and related documents, (iii) to approve the transactions, recommend the approval and adoption of the Merger Agreement and the Business Combination by dMY IV’s stockholders, and (iv) directing that the Merger Agreement and the transactions contemplated thereby (including the Mergers) be submitted for consideration by dMY IV’s stockholders, the dMY IV Board considered and evaluated a range of factors, including, but not limited to, the factors discussed below. Prior to reaching the decision to approve the Merger Agreement and the Business Combination, the dMY IV Board consulted with our management, as well as with our legal and financial advisors.

In addition, before reaching the above resolutions, the dMY IV Board reviewed various industry and financial data, including, but not limited to, Planet’s existing business model and Planet’s historical and projected financials, and reviewed the results of dMY IV’s due diligence review of Planet, which included:

 

   

Research on the industry in which Planet operates;

 

   

Extensive meetings with Planet’s management team and representatives regarding Planet’s operations, major customers, financial prospects and other customary due diligence matters;

 

   

Legal and commercial review of Planet’s material business contracts, books and records, government regulations and filings, intellectual property and information technology; and

 

   

Financial due diligence and analysis of Planet with the assistance of its financial advisors.

In the prospectus for its initial public offering, dMY IV identified the following general criteria and guidelines that it believed would be important in evaluating prospective target businesses:

 

   

Size: dMY IV intends to target companies whose enterprise value is between $1.0 billion and $3.0 billion.

 

   

Focus: The mobile app industry and consumer internet sectors are domains in which dMY IV has extensive experience and “pattern recognition” knowledge. In addition, dMY IV intends to specifically focus on companies that have created, or enabled the creation of, compelling mobile app experiences with significant growth in segments such as gaming, entertainment, education, work productivity, e-commerce, financial technology and health and wellness. Companies developing disruptive and key enablement technologies for consumer-facing apps in these segments, such as artificial intelligence, machine learning, cloud infrastructures, quantum computing, environmental, social and governance (“ESG”) focused businesses and satellite and space rocket technology are also within the scope of this search.

 

   

Management’s maturity: dMY IV intends to seek companies with proven and accomplished management teams which are eager to march forward together with and benefit from dMY IV management team’s expertise.

 

   

Operational maturity: dMY IV intends to seek companies which have the requisite compliance, financial controls and reporting processes in place and are ready for the regulatory requirements of a public entity.

 

   

Growth: dMY IV intends to seek companies in the mobile app ecosystem or consumer internet companies that are on what dMY IV believes to be a promising growth path, driven by a sustainable competitive advantage, with opportunities for acceleration by a partnership with dMY IV.

 

   

Strategic initiatives: dMY IV intends to seek management teams with the interest and ability to execute on strategic opportunities, including accretive acquisitions of companies that have the potential to enhance stockholder value.


 

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Benefit from being public: dMY IV intends to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth.

 

   

Reputation and market acceptance: dMY IV intends to seek companies with a sizable market share in their segment and the opportunity to achieve market leadership. In addition, dMY IV intends to seek companies that have defensible proprietary technology and intellectual property rights.

 

   

Appropriate valuations: dMY IV views itself as a rigorous, disciplined and valuation-centric investor, with a keen understanding of market value, upside and potential downside risks.

These illustrative criteria were not intended to be exhaustive. dMY IV stated in its IPO prospectus that any evaluation relating to the merits of a particular initial business combination would be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that dMY IV’s management may deem relevant. For example, dMY IV also considered the network of relationships of its management team that it believes would be beneficial for a potential target company to enhance monetization, exposure and growth, as well as a hiring network that could be utilized to support a potential target company in upgrading engineering, digital influencer and app store relationships.

The dMY IV Board considered a number of factors when making its determination that the Business Combination is consistent with the investment criteria and guidelines listed above and in making its decision to enter into the Merger Agreement and the transactions contemplated thereby, including the following positive factors, although not weighted or in any order of significance:

 

   

Leading Position in a Large Addressable Market. Based on Satellite Data Services Market, Allied Market Research (Dec-2020), it is estimated that in 2027, the total satellite data services market will reach $19 billion, the total sustainability transformation market will be $35 billion and the total digital transformation market will be $149 billion. As a leading provider of daily global earth data, Planet is well positioned to serve these markets.

 

   

Significant Barrier to Entry. With approximately 200 satellites in operation and 100% of data analyzed through machine learning, Planet is ahead of other geospatial companies in deploying its strategy. Planet’s agility in tailoring its space missions, its possession of a large quantity of proprietary data and its “one-to-many” data platform creates a virtuous cycle that drives competitive differentiation.

 

   

Established Business with Growth Potential. Planet has an established subscription business across agriculture, defense & intelligence, civil service, mapping & internet, forestry, energy, finance and insurance, with a diversified revenue base and over 70% of annual customer contract value represented in contracts with a term of greater than one year. Building on its existing business, Planet has multiple vectors to deliver future growth, including by scaling up in existing industry verticals, expanding into new industries, creating a robust application ecosystem and meeting market demand with new proprietary data.

 

   

Strong Operating Leverage. Planet projects that it can achieve significant scale with compelling units economics over the next five years, with a target long-term free cash flow margin of 20-35%.

 

   

Experienced Management Team. The Board considered the fact that New Planet will continue to be led by William Marshall and Robert Schingler Jr., who co-founded Planet and have displayed pioneering and visionary leadership, and by an experienced management team with a strong track record of innovation and building market-making businesses.

 

   

Demand from PIPE Participants. Demand from both strategic and financial PIPE investors at the proposed valuation supported dMY IV’s investment thesis.


 

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Other Alternatives. The Board believes, after an extensive review of other business combination opportunities reasonably available to dMY IV, that the proposed Business Combination represents the best potential initial business combination for dMY IV in light of the valuation of the other targets, the competitive nature of the processes for the other targets, the estimated speed of executing a business combination, and how the potential targets fit with dMY IV’s investment criteria and guidelines, in each case, relative to Planet.

The dMY IV Board also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

 

   

Planet’s Business Risks. The dMY IV Board considered that dMY IV Stockholders would be subject to the execution risks associated with Planet if they retained their public shares following the Closing, which were different from the risks related to holding public shares of dMY IV prior to the Closing, and other risk factors set forth in the section titled “— Risk Related to Planet’s Business and Industry.” In this regard, the dMY IV Board considered that there were risks associated with successful implementation of Planet’s long term business plan and strategy and Planet realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control.

 

   

Post-Business Combination Corporate Governance. The dMY IV Board considered the corporate governance provisions of the Proposed Charter and the effect of those provisions on the governance of Planet following the Closing. Given that the Planet Founders will each hold New Planet Class B common stock carrying 20 votes per share, subject to certain transfer restrictions and sunset provisions in the Proposed Charter, the Planet Founders will collectively control shares representing a majority of Planet’s outstanding voting power upon the completion of the Business Combination and, as a result, public stockholders will have limited influence in the election of the New Planet Board or other matters which will be subject to shareholder approval.

 

   

Limitations of Review. The dMY IV Board considered that they were not obtaining an opinion from any independent investment banking firm that the price dMY IV is paying to acquire Planet is fair to dMY IV or its stockholders from a financial point of view. In addition, there are inherent limitations in the due diligence review of Planet conducted by the dMY IV management team and dMY IV’s outside advisors.

 

   

Potential Inability to Complete the Business Combination. The dMY IV Board considered the possibility that the Business Combination may not be completed and the potential adverse consequences to dMY IV if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the fact that the Merger Agreement prohibits dMY IV from soliciting other initial business combination proposals while the Merger Agreement is in effect, which could limit dMY IV’s ability to seek an alternative business combination.

 

   

Litigation. The dMY IV Board considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

 

   

Interests of Certain Persons. Some of our officers and directors may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Company stockholders. For instance, 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 liquidating dMY IV. In addition, Goldman, as dMY IV’s underwriter in its initial public offering, is acting as Planet’s financial advisor and co-placement agent of the PIPE Financing. Our independent directors reviewed and considered these interests during the


 

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negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Board, the Merger Agreement and the Business Combination.

The dMY IV Board considered all of these factors as a whole and, on balance, concluded that they supported a favorable determination that the Merger Agreement and the Business Combination are fair from a financial point of view to and in the best interests of dMY IV and its stockholders. In view of the wide variety of factors considered by the dMY IV Board in connection with its evaluation of the Business Combination and related transactions and the complexity of these matters, the dMY IV Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the dMY IV Board based its recommendation on the totality of the information presented to and considered by it. The dMY IV Board evaluated the reasons described above with the assistance of dMY IV’s outside advisors. In considering the factors described above and any other factors, individual members of the dMY IV Board may have viewed factors differently or given different weights to other or different factors.

This explanation of dMY IV’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 12 of this proxy statement/prospectus and “Risk Factors” beginning on page 66 of this proxy statement/prospectus.

After careful consideration, the dMY IV Board unanimously (i) declared the advisability of the Mergers, the PIPE Investment and the other transactions contemplated by the Merger Agreement, (ii) determined that the Mergers, the PIPE Investment and the other transactions contemplated by the Mergers Agreement are in the best interests of the stockholders of dMY IV, (iii) determined that the Mergers constitute a “Business Combination” as such term is defined in the Current Charter and (iv) resolved to recommend that the dMY IV Stockholders approve the Business Combination and the other proposals set forth in this proxy statement/prospectus.

Risks Related to the Multi-Class Share Structure

The dMY IV board also considered the risk of concentrating voting control in the multi-class share structure (with “super-voting” rights for holders of New Planet Class B common stock), but determined that they were outweighed by the long-term benefits that a founder-controlled company would provide to dMY IV stockholders and future shareholders of New Planet after Closing.

Regulatory Approvals

The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act and the receipt of the necessary consents from the FCC and NOAA. Planet and dMY IV made the necessary FCC and NOAA filings on July 16, 2021 and the HSR filing on July 21, 2021. The FCC granted the required regulatory approvals for Planet’s Earth stations on August 9, 2021 and for Planet’s space stations on August 12, 2021. NOAA granted conditional approval on September 1, 2021, subject to the provision by Planet of additional administrative information requested by NOAA.

Redemption Rights

Pursuant to the Current Charter, a public stockholder may request that dMY IV redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

 

   

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

 

   

prior to 12:00 p.m., New York City time, on [                    ], 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which


 

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redemption is requested, to the transfer agent that dMY IV redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, dMY IV’s transfer agent, dMY IV will redeem such public shares upon the Closing for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Appraisal Rights of dMY IV Stockholders

Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to dMY IV Stockholders or warrant holders in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. dMY IV has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later- dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.

Interests of dMY IV’s Directors and Officers in the Business Combination

When you consider the recommendation of the dMY IV Board in favor of approval of the Business Combination Proposal, you should keep in mind that dMY IV’s initial stockholders, including its directors and officers, have interests in such proposal that are different from, or in addition to those of dMY IV Stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.


 

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Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including dMY Technology Group, Inc. III (“dMY III”), that is sponsored by an affiliate of our sponsor. The Current Charter provides that dMY IV renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of dMY IV and such opportunity is one dMY IV is legally and contractually permitted to undertake and would otherwise be reasonable for dMY IV to pursue, and to the extent the director or officer is permitted to refer that opportunity to dMY IV without violating another legal obligation. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete the Business Combination, and such pre-existing fiduciary duties and contractual obligations did not materially affect our search for an acquisition target.

 

   

If we are unable to complete our initial business combination by March 9, 2023 or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by March 9, 2023 or during any Extension Period. Our initial stockholders purchased the Founder Shares prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such Founder Shares will be converted into 8,625,000 shares of New Planet Class A common stock, 862,500 of which will be subject to further vesting conditions. Based on the closing price of dMY IV Class A common stock on NYSE of $9.86 on July 29, 2021, such vested shares would be worth approximately $85.04 million.

 

   

Simultaneously with the Closing of our initial public offering, we consummated the sale of 5,933,333 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsor. The warrants are each exercisable commencing on the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on March 9, 2021, for one share of dMY IV Class A common stock at $11.50 per share. If we do not consummate a Business Combination transaction by March 9, 2023 or during any Extension Period, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our initial stockholders will be worthless. The warrants held by our initial stockholders had an aggregate market value of approximately $8.24 million based upon the closing price of $1.39 per warrant on the NYSE on July 29, 2021, with 2,966,667 private placement warrants that are unvested and subject to further vesting conditions.

 

   

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by March 9, 2023 or during any Extension Period. Certain of them may continue to serve as officers and/or directors of New Planet after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Planet board of directors determines to pay to its directors and/or officers.

 

   

Our initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if dMY IV fails to complete a business combination by March 9, 2023 or during any Extension Period.

 

   

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a


 

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prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

 

   

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to dMY IV and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial Business Combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

 

   

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

 

   

Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination, and repayment of any other loans, if any, and on such terms as to be determined by dMY IV from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. As of September 14, 2021, the total aggregate amount of out-of-pocket expenses expected to be repaid by dMY IV upon consummation of the business combination is $120,639.50.

 

   

Upon the completion of the Business Combination, Goldman and Needham & Company, LLC (“Needham”), who acted as dMY IV’s underwriters in the IPO, will be entitled to an aggregate deferred underwriting commission of $12,075,000. Additionally, Goldman, Morgan Stanley & Co. LLC (“Morgan Stanley”) and Needham will receive, in the aggregate, $21,930,000 in fees in connection with certain financial advisory services provided to Planet and dMY IV. Lastly, Morgan Stanley and Goldman will also be entitled to receive approximately $7,000,000 in placement agent fees in connection with the PIPE Investment. If we were to fail to complete a business combination by March 9, 2023 or during any Extension Period, none of Goldman, Needham or Morgan Stanley would receive their expected compensation for their collective roles as underwriters, financial advisors and placement agents.

 

   

Given the difference in the purchase price our Sponsor paid for the Founder Shares as compared to the price of the units sold in the IPO and the substantial number of shares of dMY IV Class A common stock that our Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Planet common stock trades below the price paid for the units in the IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination.

 

   

The Sponsor owns 8,550,000 Founder Shares and Darla Anderson, Francesca Luthi and Charles E. Wert each own 25,000 founder shares, initially purchased from the Sponsor for an aggregate price of $25,225 (valued at $[            ] based on the closing price of $[            ] of the dMY IV Class A common stock on the record date for the Special Meeting), all of which will become worthless if an initial business combination is not completed by March 9, 2023.

 

   

The Sponsor owns 5,933,333 Private Placement Warrants (valued at $21,953,332.10, based on a valuation as of June 30, 2021, the most recent date for which a valuation is available), all of which will become worthless if an initial business combination is not completed by March 9, 2023.


 

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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 the public stockholders rather than liquidating dMY IV.

 

   

We agreed to pay our Sponsor a total of $10,000 per month for office space, administrative and support services and such arrangement will terminate upon the Closing.

 

   

We agreed to repay our Sponsor a total of $37,000 under the promissory note that the Company may be unable to repay if the initial business combination is not completed.

 

   

The Sponsor and the initial stockholders will enter into an amended Registration Rights Agreement which will provide them with registration rights.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding dMY IV or its securities, the initial stockholders, Planet and/or its affiliates and the Planet Founders and/or their affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire dMY IV Common Stock or vote their dMY IV Common Stock in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) dMY IV satisfies the Minimum Proceeds Condition. Any such purchases of public shares and other transactions may thereby increase the likelihood of obtaining the dMY IV Stockholder Approval. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on dMY IV Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

The existence of financial and personal interests of the dMY IV directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for dMY IV and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of dMY IV’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Stock Exchange Listing

dMY IV’s units, Class A common stock and public warrants are publicly traded on the NYSE under the symbols “DMYQ.U ”, “DMYQ ” and “DMYQ WS,” respectively. dMY IV intends to apply to list the New Planet common stock and public warrants on the NYSE under the symbols “PL” and “                ,” respectively, upon the Closing. New Planet will not have units traded following the Closing.


 

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Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Where actual amounts are not known or knowable, the figures below represent Planet’s good faith estimates of such amounts.

 

     Assuming No
Redemption
     Assuming
Maximum
Redemption
 
     (in millions)  

Sources

     

Proceeds from Trust Account

   $ 345      $ 0  

PIPE Investment

     252        252  

dMY IV Shares to Planet Existing Investors

     2,135        2,135  
  

 

 

    

 

 

 

Total Sources

   $ 2,732      $ 2,387  
  

 

 

    

 

 

 

Uses

     

Cash on Balance Sheet

   $ 490      $ 145  

Paydown of SVB and Hercules Loan(1)

     67        67  

Equity consideration to Planet Investors

     2,135        2,135  

Estimated Transaction Expenses(2)

     40        40  
  

 

 

    

 

 

 

Total Uses

   $ 2,732      $ 2,387  
  

 

 

    

 

 

 

 

(1)

Includes $65 million of principal indebtedness and $2 million in associated fees.

(2)

Includes deferred underwriting commission of $12.1 million and estimated dMY IV transaction expenses. Excludes $17.56 million of estimated Planet transaction expenses expected to be paid out upon closing of the Business Combination.

Accounting Treatment

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, whereby dMY IV is treated as the acquired company, and Planet is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination will be those of Planet.

 

   

Planet has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

 

   

Planet’s existing stockholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 90% of the voting interest in each scenario;

 

   

Planet will have the ability to nominate a majority of the initial members of the Board of Directors of the combined entity;

 

   

Planet’s senior management will be the senior management of the combined entity; and

 

   

Planet is the larger entity based on historical operating activity and has the larger employee base.

Comparison of Stockholders’ Rights

Following the consummation of the Business Combination, the rights of dMY IV Stockholders who become New Planet Stockholders in the Business Combination will no longer be governed by the Current Charter and dMY IV’s bylaws and instead will be governed by the Proposed Charter and the Proposed Bylaws.


 

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Summary of Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a dMY IV Stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Some of the risks related to Planet’s business and industry are summarized below. References in the summary below to “we”, “us”, “our” and “the Company” generally refer to Planet in the present tense or New Planet from and after the Business Combination.

 

   

Planet has a limited history of operating at its current scale and under its current strategy, which makes it difficult to predict its future operating results, and it may not achieve its expected operating results in the future.

 

   

Planet has a history of operating losses, and Planet anticipates its operating expenses will increase substantially in the foreseeable future. As a result, Planet may not achieve or sustain profitability.

 

   

Planet’s daily scan of the Earth is a data set that has not existed before. If the market for Planet’s products and services built upon this data set fails to grow as Planet expects, takes longer than Planet expects to grow or if Planet’s current or prospective customers fail to adopt Planet’s platform, Planet’s business, financial condition and results of operations could be harmed.

 

   

There is increasing competition from commercial entities and governments in Planet’s markets, and if Planet does not compete effectively, its business, financial condition and results of operations could be harmed.

 

   

Planet’s international operations create business and economic risks that could impact its financial results.

 

   

Interruption or failure of Planet’s satellite operations, information technology infrastructure or loss of its data storage, whether by cyber-attacks or other adverse events, could hurt Planet’s ability to perform its daily operations effectively and provide its products and services, which could damage its reputation and harm its operating results.

 

   

Planet may experience a number of issues, such as delayed launches, launch failures, its satellites may fail to reach their planned orbital locations, its satellites may fail to operate as intended, be destroyed or otherwise become inoperable, the cost of satellite launches may significantly increase and/or satellite launch providers may not have sufficient capacity. Any such issue could result in the loss of Planet’s satellites, cause significant delays in their deployment or make such deployment impossible, which could harm Planet’s business, prospects, financial condition and results of operations.

 

   

Planet’s satellites may not be able to capture Earth images due to weather, natural disasters or other external factors, or as a result of Planet’s constellation of satellites having restrained capacity.

 

   

If Planet is unable to develop and release product and service enhancements and new products and services to respond to rapid technological change, or to develop new designs and technologies for its satellites, in a timely and cost-effective manner, its business, financial condition and results of operations could be harmed.

 

   

Downturns or volatility in general economic conditions, including as a result of the current COVID-19 pandemic or any other outbreak of an infectious disease, could have a material adverse effect on Planet’s business, financial condition, results of operations and liquidity.

 

   

The loss of one or more of Planet’s key personnel, or its failure to attract, hire, retain and train other highly qualified personnel in the future, could harm Planet’s business, financial condition and results of operations.

 

   

Planet’s business is capital intensive and it may not be able to raise adequate capital to finance its business strategies, or Planet may be able to do so only on terms that significantly restrict its ability to operate its business, which raises substantial doubt about Planet’s ability to continue as a going concern.


 

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As of July 31, 2021, Planet had $144.1 million of principal indebtedness outstanding. Planet’s indebtedness could adversely affect its financial condition, its ability to raise additional capital to fund its operations, its ability to operate its business, its ability to react to changes in the economy or its industry and its ability to pay its debts and could divert its cash flow from operations for debt payments.

 

   

Planet operates in a highly regulated industry and government regulations may adversely affect its ability to sell its services, may increase the expense of such services or otherwise limit Planet’s ability to operate or grow its business. Further, Planet’s failure to comply with governmental laws and regulations could harm its business.

 

   

If New Planet fails to maintain effective internal controls over financial reporting at a reasonable assurance level, New Planet may not be able to accurately report New Planet’s financial results, which could have a material adverse effect on New Planet’s operations, investor confidence in New Planet’s business and the trading prices of New Planet’s securities.

 

   

The multi-class structure of New Planet common stock will have the effect of concentrating voting power with New Planet’s Chief Executive Officer and Co-Founder and Chief Strategy Officer and Co-Founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

 

   

As a public benefit corporation, New Planet’s focus on a specific public benefit purpose and producing a positive effect for society may negatively impact its financial performance.

 

   

Our stockholders will experience immediate dilution as a consequence of the issuance of New Planet Class A common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Planet.

 

   

There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of New Planet through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Planet’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing of dMY IV’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.


 

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF dMY IV

dMY IV is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.

dMY IV’s statement of operations data for the six months ended June 30, 2021 and balance sheet data as of June 30, 2021 is derived from dMY IV’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with dMY IV’s financial statements and related notes and “dMY IV’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of dMY IV.

 

Statement of Operations Data

   For the six
months ended
June 30, 2021
 

General and administrative expenses

   $ 3,394,486  

Franchise tax expenses

     100,050  
  

 

 

 

Loss from operations

     (3,494,536

Other income (expenses):

  

Interest income earned in operating account

     14  

Gain on investments (net), dividends and interest, held in Trust Account

     57,911  

Loss upon issuance of private placement warrants

     (14,062,000

Offering costs associated with derivative warrant liabilities

     (710,745

Change in fair value of derivative warrant liabilities

     3,423,668  
  

 

 

 

Total other income (expenses)

     (11,291,152
  

 

 

 

Net loss

   $ (14,785,688
  

 

 

 

Weighted average shares outstanding of Class A common stock

     34,500,000  
  

 

 

 

Basic and diluted net income per share, Class A common stock

   $  
  

 

 

 

Weighted average shares outstanding of Class B common stock

     8,208,564  
  

 

 

 

Basic and diluted net loss per share, Class B common stock

   $ (1.80
  

 

 

 

Balance Sheet Data

   June 30,
2021
 

Total assets

   $ 345,880,864  

Total liabilities

     46,788,321  

Total liabilities and stockholders’ equity

     345,880,864  

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF PLANET

Planet is providing the following summary historical consolidated financial information to assist you in your analysis of the financial aspects of the Business Combination.

The following summary consolidated balance sheet data and summary consolidated statement of operations data as of and for the year ended January 31, 2021 and 2020, are derived from Planet’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The following summary consolidated balance sheet data as of July 31, 2021 and summary consolidated statement of operations data for the six months ended July 31, 2021 and 2020 have been derived from Planet’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of Planet’s management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for the fair statement of such data. Planet’s historical results are not necessarily indicative of the results that may be expected in the future and the interim results are not necessarily indicative of results to be expected for the full year or any other period. You should read the following summary consolidated financial and other data below in conjunction with the section entitled “Planet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The summary consolidated financial data included in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

Statement of Operations Data   Six Months Ended July 31,     Year Ended January 31,  
            2021                     2020             2021     2020  
    (in thousands, except share and per share amounts)  

Revenue

  $ 62,363     $ 55,652   $ 113,168     $ 95,736  

Cost of revenue

    38,946       44,677     87,383       102,393  
 

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    23,417       10,975     25,785       (6,657

Operating expenses

       

Research and development

    24,562       21,171     43,825       37,871  

Sales and marketing

    21,250       17,043     37,268       34,913  

General and administrative

    20,139       17,407     32,134       27,019  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    65,951       55,621     113,227       99,803  
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

    (42,534     (44,646     (87,442     (106,460
 

 

 

   

 

 

   

 

 

   

 

 

 

Debt extinguishment gain (loss)

    —         673     673       (11,529

Interest expense

    (5,138     (4,223     (9,447     (6,946

Change in fair value of convertible notes and warrant liabilities

    (1,257     (10,679     (30,053     207  

Other income (expense), net

    (261     614     239       1,144  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense, net

    (6,656     (13,615     (38,588     (17,124
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss before provision for income taxes

    (49,190     (58,261     (126,030     (123,584

Provision for income taxes

    428       306     1,073       130  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (49,618   $ (58,567   $ (127,103   $ (123,714
 

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net loss per share attributable to common stockholders

  $ (1.65   $ (2.06   $ (4.40   $ (4.42
 

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders

    30,006,530       28,378,608     28,863,607       27,981,802  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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Balance Sheet Data    As of July 31,      As of January 31,  
     2021      2021      2020  
     (in thousands)  

Total assets

   $ 364,764      $ 399,308      $ 362,990  

Total liabilities

     294,486        291,797        145,353  

Total stockholders’ equity

     70,278        107,511        217,637  

 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, whereby dMY IV is treated as the acquired company and Planet is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination will be those of Planet. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2021 gives the pro forma effect to the Business Combination and related transactions as if they had occurred on June 30, 2021. The summary unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2021 and year ended December 31, 2020 give the pro forma effect to the Business Combination and related transactions as if they had been consummated on January 1, 2020.

The summary pro forma data has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of Planet and dMY IV and related notes included in this proxy statement/prospectus. The summary pro forma data has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the date indicated. In addition, the summary pro forma data does not purport to project the future financial position or operating results of the combined company.

The following table presents summary pro forma data after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

 

   

Assuming No Redemptions: This presentation assumes that none of the holders of dMY IV’s Class A common stock will exercise redemption rights with respect to their public shares; and

 

   

Assuming Maximum Redemptions: This presentation assumes that holders of 34,500,000 dMY IV public shares will exercise their redemption rights for an aggregate payment of $345.1 million, which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 in order for the amount of cash in (i) the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with any Redemption), plus (ii) aggregate amount of cash that has been funded pursuant to the PIPE Investment to be at least $250.0 million. This scenario is based on satisfaction of the Minimum Proceeds Condition in the Merger Agreement.

 

     Pro Forma Combined
(Assuming No
Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
 
     (in thousands, except share and per share data)  

Summary Unaudited Pro Forma Condensed Combined

    

Statement of Operations Data for the Six Months Ended June 30, 2021

    

Revenue

   $ 62,363     $ 62,363  

Gross profit

     23,244       23,244  

Loss from operations

     (49,095     (49,095

Net loss

     (61,519     (61,519

Basic and diluted net loss per share

   $ (0.24   $ (0.27

Basic and diluted weighted average shares outstanding

     260,106,840       225,606,840  

 

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     Pro Forma Combined
(Assuming No
Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
 
     (in thousands, except share and per share data)  

Summary Unaudited Pro Forma Condensed Combined

    

Statement of Operations Data for the Year Ended December 31, 2020

    

Revenue

   $ 113,168     $ 113,168  

Gross profit

     25,211       25,211  

Loss from operations

     (97,769     (97,769

Net loss

     (122,065     (124,088

Basic and diluted net loss per share

   $ (0.47   $ (0.55

Basic and diluted weighted average shares outstanding

     260,106,840       225,606,840  

Selected Unaudited Pro Forma Condensed Combined

    

Balance Sheet Data as of June 30, 2021

    

Total assets

   $ 836,977     $ 491,919  

Total liabilities

   $ 149,131     $ 149,131  

Total stockholders’ equity

   $ 687,846     $ 342,788  

 

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

dMY IV

Market Price and Ticker Symbol

dMY IV’s units, Class A common stock and public warrants are currently listed on the NYSE under the symbols “DMYQ.U,” “DMYQ ,” and “DMYQ WS,” respectively.

The closing price of dMY IV’s units, Class A common stock and public warrants on July 6, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $10.07, $9.81 and $1.46, respectively. As of [                ], 2021, the record date for the Special Meeting, the closing price for each unit, share of Class A common stock and public warrant was $[                ], $[                ] and $[                ], respectively.

Holders

As of [                ], 2021, there were [                ] holders of record of our units, [                ] holders of record of dMY IV Class A common stock, [                ] holders of record of dMY IV Class B common stock and [                ] holders of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, dMY IV Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

dMY IV has not paid any cash dividends on dMY IV common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Planet’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New Planet’s board of directors at such time.

Planet

There is no public market for shares of Planet common stock.


 

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RISK FACTOR SUMMARY

dMY IV believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that neither dMY IV nor Planet are able to predict accurately or over which they have control. The section in this proxy statement/prospectus entitled “Risk Factors” and the other cautionary language discussed in this proxy statement/prospectus provide examples of certain risks, uncertainties and events that may cause actual results to differ materially from the expectations described by dMY IV or Planet in such forward-looking statements. Set forth below is only a summary of certain principal risks associated with an investment in our securities. You should consider carefully the following discussion of risks, as well as the discussion of risks included elsewhere in this proxy statement/prospectus, including those described under the section entitled “Risk Factors.

 

   

Planet has a limited history of operating at its current scale and under its current strategy, which makes it difficult to predict its future operating results, and it may not achieve its expected operating results in the future.

 

   

Planet has a history of operating losses, and Planet anticipates its operating expenses will increase substantially in the foreseeable future. As a result, Planet may not achieve or sustain profitability.

 

   

Planet’s daily scan of the Earth is a data set that has not existed before. If the market for Planet’s products and services built upon this data set fails to grow as Planet expects, takes longer than Planet expects to grow or if its current customers or prospective customers fail to adopt Planet’s platform, Planet’s business, financial condition and results of operations could be harmed.

 

   

There is increasing competition from commercial entities and governments in Planet’s markets, and if Planet does not compete effectively, its business, financial condition and results of operations could be harmed.

 

   

Planet’s international operations create business and economic risks that could impact its financial results.

 

   

Interruption or failure of Planet’s satellite operations, information technology infrastructure or loss of its data storage, whether by cyber-attacks or other adverse events, could hurt Planet’s ability to perform its daily operations effectively and provide its products and services, which could damage its reputation and harm its operating results.

 

   

Planet may experience a number of issues, such as delayed launches, launch failures, its satellites may fail to reach their planned orbital locations, its satellites may fail to operate as intended, be destroyed or otherwise become inoperable, the cost of satellite launches may significantly increase and/or satellite launch providers may not have sufficient capacity. Any such issue could result in the loss of Planet’s satellites, cause significant delays in their deployment or make such deployment impossible, which could harm Planet’s business, prospects, financial condition and results of operations.

 

   

Planet’s satellites may not be able to capture Earth images due to weather, natural disasters or other external factors, or as a result of Planet’s constellation of satellites having restrained capacity.

 

   

If Planet is unable to develop and release product and service enhancements and new products and services to respond to rapid technological change, or to develop new designs and technologies for its satellites, in a timely and cost-effective manner, its business, financial condition and results of operations could be harmed.

 

   

Downturns or volatility in general economic conditions, including as a result of the current COVID-19 pandemic or any other outbreak of an infectious disease, could have a material adverse effect on Planet’s business, financial condition, results of operations and liquidity.

 

   

The loss of one or more of Planet’s key personnel, or its failure to attract, hire, retain and train other highly qualified personnel in the future, could harm Planet’s business, financial condition and results of operations.

 

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Planet’s business is capital intensive and it may not be able to raise adequate capital to finance its business strategies, or Planet may be able to do so only on terms that significantly restrict its ability to operate its business, which raises substantial doubt about Planet’s ability to continue as a going concern.

 

   

As of July 31, 2021, Planet had $144.1 million of principal indebtedness outstanding. Planet’s indebtedness could adversely affect its financial condition, its ability to raise additional capital to fund its operations, its ability to operate its business, its ability to react to changes in the economy or its industry and its ability to pay its debts and could divert its cash flow from operations for debt payments.

 

   

Planet operates in a highly regulated industry and government regulations may adversely affect its ability to sell its services, may increase the expense of such services or otherwise limit Planet’s ability to operate or grow its business. Further, Planet’s failure to comply with governmental laws and regulations could harm its business.

 

   

If New Planet fails to maintain effective internal controls over financial reporting at a reasonable assurance level, New Planet may not be able to accurately report New Planet’s financial results, which could have a material adverse effect on New Planet’s operations, investor confidence in New Planet’s business and the trading prices of New Planet’s securities.

 

   

The multi-class structure of New Planet common stock will have the effect of concentrating voting power with New Planet’s Chief Executive Officer and Co-Founder and Chief Strategy Officer and Co-Founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

 

   

As a public benefit corporation, New Planet’s focus on a specific public benefit purpose and producing a positive effect for society may negatively impact its financial performance.

 

   

Our stockholders will experience immediate dilution as a consequence of the issuance of New Planet Class A common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Planet.

 

   

There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of New Planet through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

 

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RISK FACTORS

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this proxy statement/prospectus, including our consolidated financial statements and related notes.

Risk Factors Relating to dMY IV and the Business Combination

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to dMY IV prior to the consummation of the Business Combination and New Planet following the consummation of the Business Combination.

Directors and officers of dMY IV have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the dMY IV Board’s recommendation that its stockholders vote in favor of the approval of the Business Combination, dMY IV Stockholders should be aware that directors and officers of dMY IV have interests in the Business Combination that may be different from, or in addition to, the interests of dMY IV Stockholders. These interests include, among others, the interests listed below:

 

   

If we are unable to complete our initial business combination by March 9, 2023 or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by March 9, 2023 or during any Extension Period. Our initial stockholders purchased the Founder Shares prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such Founder Shares will be converted into 8,625,000 shares of New Planet Class A common stock, 862,500 of which will be subject to further vesting conditions.

 

   

Simultaneously with the closing of our initial public offering, we consummated the sale of 5,933,333 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsor. The warrants are each exercisable commencing on the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on March 9, 2021, for one share of dMY IV Class A common stock at $11.50 per share. If we do not consummate a Business Combination transaction by March 9, 2023 or during any Extension Period, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our initial stockholders will be worthless. The warrants held by our initial stockholders had an aggregate market value of approximately $8.24 million based upon the closing price of $1.39 per warrant on the NYSE on July 29, 2021, with 2,966,667 private placement warrants that are unvested and subject to further vesting conditions.

 

   

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by March 9, 2023 or during any Extension Period. Certain of them may continue to serve as officers and/or directors of New Planet after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Planet board of directors determines to pay to its directors and/or officers.

 

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Our initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if dMY IV fails to complete a business combination by March 9, 2023 or during any Extension Period.

 

   

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

 

   

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to dMY IV and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

 

   

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

 

   

Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by dMY IV from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of September 14, 2021, the total aggregate amount of out-of-pocket expenses expected to be repaid by dMY IV upon consummation of the business combination is $120,639.50.

 

   

Upon the completion of the Business Combination, Goldman and Needham, who acted as dMY IV’s underwriters in the IPO, will be entitled to an aggregate deferred underwriting commission of $12,075,000. Additionally, Goldman, Morgan Stanley and Needham will receive, in the aggregate, $21,930,000 in fees in connection with certain financial advisory services provided to Planet and dMY IV. Lastly, Morgan Stanley and Goldman will also be entitled to receive approximately $7,000,000 in placement agent fees in connection with the PIPE Investment. If we were to fail to complete a business combination by March 9, 2023 or during any Extension Period, none of Goldman, Needham or Morgan Stanley would receive their expected compensation for their collective roles as underwriters, financial advisors and placement agents.

 

   

Given the difference in the purchase price our Sponsor paid for the Founder Shares as compared to the price of the units sold in the IPO and the substantial number of shares of dMY IV Class A common stock that our Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Planet common stock trades below the price paid for the units in the IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination.

 

   

The Sponsor owns 8,550,000 Founder Shares and Darla Anderson, Francesca Luthi and Charles E. Wert each own 25,000 Founder Shares, initially purchased from the Sponsor for an aggregate price of $25,225 (valued at $[     ] based on the closing price of $[     ] of the dMY IV Class A common stock on the record date for the Special Meeting), all of which will become worthless if an initial business combination is not completed by March 9, 2023.

 

   

The Sponsor owns 5,933,333 Private Placement Warrants (valued at $21,953,332.10, based on a valuation as of June 30, 2021, the most recent date for which a valuation is available), all of which will become worthless if an initial business combination is not completed by March 9, 2023.

 

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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 the public stockholders rather than liquidating dMY IV.

 

   

We agreed to pay our Sponsor a total of $10,000 per month for office space, administrative and support services and such arrangement will terminate upon the Closing.

 

   

We agreed to repay our Sponsor a total of $37,000 under the promissory note that the Company may be unable to repay if the initial business combination is not completed.

 

   

The Sponsor and the initial stockholders will enter into an amended Registration Rights Agreement which will provide them with registration rights.

The existence of financial and personal interests of one or more of dMY IV’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of dMY IV and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, dMY IV’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination Proposal —Interests of dMY IV’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

These financial interests of the initial stockholders, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the dMY IV Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the stockholders.

dMY IV’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The initial stockholders own approximately 20% of our outstanding shares prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our initial stockholders had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

Neither the dMY IV Board nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.

Neither the dMY IV board of directors nor any committee thereof is required to obtain an opinion that the price that we are paying for Planet is fair to us from a financial point of view. Neither the dMY IV board of directors nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the dMY IV board of directors and management conducted due diligence on Planet. The dMY IV board of directors reviewed comparisons of selected financial data of Planet with its peers in the industry and the financial terms set forth in the Merger Agreement, and concluded that the Business Combination was in the best interest of dMY IV’s stockholders. Accordingly, investors will be relying solely on the judgment of the dMY IV board of directors and management in valuing Planet, and the dMY IV board of directors and management may not have properly valued such businesses. The lack of a third party valuation may also cause an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Our ability to seek an alternative business combination is limited even if we determined the Business Combination is no longer in our stockholders’ best interest.

If we do not obtain stockholder approval at the Special Meeting, Planet can obligate us to adjourn the Special Meeting to vote on the Condition Precedent Proposals until the earliest of (a) such stockholder approval being

 

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obtained, (b) 30 days after the date on which the Special Meeting is first scheduled and (c) three business days prior to the Agreement End Date. This could limit our ability to seek an alternative business combination that our stockholders may prefer after such initial vote.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Notwithstanding the expiration of the applicable waiting period under the HSR Act, before the transactions contemplated by the Merger Agreement can be completed, consent must be obtained from the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended, and the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to its rules for licensing of private land remote-sensing space systems at 15 C.F.R. § 960. On July 16, 2021, dMY IV and Planet jointly filed the required applications for FCC consent to the transfer of control of Planet. The FCC granted the required regulatory approvals for Planet’s Earth stations on August 9, 2021 and for Planet’s space stations on August 12, 2021. On July 16, 2021, Planet filed a letter seeking NOAA consent to the modification of its licenses due to the transactions contemplated by the Merger Agreement. NOAA granted conditional approval on September 1, 2021, subject to the provision by Planet of additional administrative information requested by NOAA. Additionally, the completion of the Business Combination is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory authority of competent jurisdiction that would prohibit or make illegal the completion of the Business Combination. dMY IV and Planet believe that the merger should not raise significant regulatory concerns and that dMY IV and Planet will be able to obtain all requisite regulatory approvals in a timely manner. However, dMY IV and Planet cannot be certain when or if regulatory approvals will be obtained or, if obtained, the conditions that may imposed. In addition, neither dMY IV nor Planet can provide assurance that any such conditions, terms, obligations or restrictions will not result in delay. See “Regulatory Approvals” for more information.

Planet will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and customers may have an adverse effect on Planet and consequently on dMY IV. These uncertainties may impair Planet’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause customers and others that deal with Planet to seek to change existing business relationships with Planet. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, New Planet’s business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts Planet from making certain expenditures and taking other specified actions without the consent of dMY IV until the Business Combination occurs. These restrictions may prevent Planet from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See “The Merger Agreement—Covenants and Agreements” for more information.

Past performance by any member or members of our management team, any of their respective affiliates, or our Sponsor may not be indicative of future performance of an investment in Planet or New Planet.

Past performance by any member or members of our management team or any of their respective affiliates, including our Sponsor, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, our Sponsor or any of the foregoing’s related investment’s performance, as indicative of the future performance of an investment in Planet or New Planet or the returns Planet or New Planet will, or is likely to, generate going forward.

 

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dMY IV and Planet will incur significant, non-recurring transition costs in connection with the Business Combination.

dMY IV and Planet have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Planet may also incur additional costs to retain key employees. Certain transaction costs incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New Planet following the Closing.

The announcement of the proposed Business Combination could disrupt Planet’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Planet’s business include the following:

 

   

its employees may experience uncertainty about their future roles, which might adversely affect Planet’s ability to retain and hire key personnel and other employees;

 

   

customers, suppliers, business partners and other parties with which Planet maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Planet or fail to extend an existing relationship with New Planet; and

 

   

Planet has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Planet and, in the future, New Planet’s results of operations and cash available to fund its business.

The Sponsor, dMY IV’s initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our Class A common stock.

The Sponsor, dMY IV’s initial stockholders, directors, executive officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions. Such purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor, dMY IV’s initial stockholders, directors, executive officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a Closing condition in the Merger Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

 

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In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Warrants will become exercisable for New Planet Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Business Combination, there will be 6,900,000 outstanding public warrants to purchase 6,900,000 shares of New Planet Class A common stock at an exercise price of $11.50 per share, which warrants will become exercisable commencing on the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on March 9, 2021. In addition, there will be 5,933,333 private placement warrants outstanding exercisable for 5,933,333 shares of New Planet Class A common stock at an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of New Planet Class A common stock will be issued, which will result in dilution to the holders of New Planet Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Planet Class A common stock, the impact of which is increased as the value of our stock price increases. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the public warrants may expire worthless.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

New Planet will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the closing price of New Planet Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption; provided that certain other conditions are met. If and when the warrants become redeemable by New Planet, New Planet may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

New Planet will also have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the closing price of New Planet Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption; provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of shares of Class A common stock determined based on the redemption date and the fair market value of New Planet Class A common stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of Class A common stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

 

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Historical trading prices for dMY IV’s Class A common stock have from time to time exceeded $10.00 per share but have not remained at the $10.00 per share threshold for 20 trading days within a 30 trading-day period at which point the Public Warrants would become redeemable. In the event the Company determined to redeem the Public Warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Company’s posting of the redemption notice to DTC.

In addition, New Planet may redeem your warrants after they become exercisable for a number of shares of New Planet Class A common stock determined based on the redemption date and the fair market value of New Planet Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding.

Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of New Planet Class A common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

If third parties bring claims against dMY IV, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per unit in dMY IV’s initial public offering).

dMY IV’s placing of funds in the Trust Account may not protect those funds from third-party claims against it. Although dMY IV will seek to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which dMY IV does business execute agreements with dMY IV waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against dMY IV’s assets, including the funds held in the Trust Account.

Our stockholders will experience immediate dilution as a consequence of the issuance of New Planet Class A common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Planet.

Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, based on the shares of dMY IV common stock they currently hold, dMY IV’s initial stockholders and public stockholders will hold 43,125,000 shares of New Planet common stock, or 15.3% of the outstanding common stock. Assuming that our public stockholders holding 29,500,739 public shares exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, dMY IV’s initial stockholders and public stockholders will hold 13,624,261 shares of New Planet common stock based on the shares of dMY IV common stock they currently hold.

 

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There are currently outstanding an aggregate of 12,833,333 warrants to acquire dMY IV Class A common stock, which comprise 5,933,333 private placement warrants held by dMY IV’s initial stockholders at the time of dMY IV’s initial public offering and 6,900,000 public warrants. Each of dMY IV’s outstanding whole warrants is exercisable commencing on the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on March 9, 2021, for one share of dMY IV Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of dMY IV Class A common stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 12,833,333 shares, with approximately $147,583,329 paid to us to exercise the warrants.

There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of New Planet through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

Our stockholders should be aware that there are risks associated with Planet becoming publicly traded through a business combination with dMY IV (a special purpose acquisition company) instead of through an underwritten offering, including that investors will not receive the benefit of any independent review of Planet’s finances and operations, including its projections.

Underwritten public offerings of securities are subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. While sponsors, private investors and management in a business combination undertake financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by underwriters in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.

There could also be more volatility in the near-term trading of New Planet’s Class A common stock following the consummation of the Business Combination as compared to an underwritten public offering of its common stock, including as a result of the lack of a lock-up agreement between any underwriter and certain investors. For example, the PIPE Investors have not entered and will not enter into lock-up agreements restricting the sale of shares of Class A common stock acquired by the PIPE Investors in connection with the consummation of the Business Combination following the consummation of the Business Combination, which restriction on resales might typically be in effect following an initial underwritten public offering of common stock. Our PIPE Investors will instead have the benefit of a resale registration statement that we are required to file with the SEC within 15 business days after the consummation of the business combination and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 120th calendar day if the SEC notifies us that it will “review” the registration statement) following the Closing and (ii) the 5th business day after the date we are notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. The sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of New Planet’s Class A common stock and/or lead to declines in the market price of New Planet’s Class A common stock, as compared to an underwritten public offering.

In addition, the Sponsor, certain members of the dMY IV board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the proposed transactions that are different from or are in addition to those of holders of New Planet’s securities following completion of the proposed

 

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transactions, and that would not be present in an underwritten public offering of New Planet’s securities. Such interests may have influenced the board of directors of dMY IV in making their recommendation that dMY IV’s shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New Planet became a publicly listed company through an underwritten initial public offering instead of upon completion of the Mergers.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although dMY IV has conducted due diligence on Planet, dMY IV cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of dMY IV’s or Planet’s control will not later arise. As a result, New Planet may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New Planet reports charges of this nature could contribute to negative market perceptions about New Planet or its securities. In addition, charges of this nature may cause New Planet to violate net worth or other covenants to which it may be subject.

Accordingly, any dMY IV Stockholder who chooses to remain a stockholder of New Planet following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by dMY IV’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of dMY IV’s securities prior to the Closing may decline. The market values of dMY IV’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which dMY IV Stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of dMY IV’s Class A common stock, the market value of New Planet Class A common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

dMY IV’s and Planet’s ability to consummate the Business Combination, and the operations of New Planet following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases or public health crises) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of Planet or New Planet following the Business Combination could be adversely affected. The extent of such impact

 

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will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities.

The price of New Planet’s common stock and warrants may be volatile.

In addition, following the Business Combination, fluctuations in the price of New Planet’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of Planet and trading in the shares of dMY IV’s Class A common stock has not been active. Accordingly, the valuation ascribed to New Planet in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New Planet securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and New Planet securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of New Planet’s securities may include:

 

   

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

   

changes in the market’s expectations about New Planet’s operating results;

 

   

success of competitors;

 

   

operating results failing to meet the expectations of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning New Planet or the industry in which New Planet operates in general;

 

   

operating and stock price performance of other companies that investors deem comparable to New Planet;

 

   

ability to market new and enhanced products and services on a timely basis;

 

   

changes in laws and regulations affecting our business;

 

   

commencement of, or involvement in, litigation involving New Planet;

 

   

changes in New Planet’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of shares of New Planet Class A common stock available for public sale;

 

   

any major change in New Planet’s board or management;

 

   

sales of substantial amounts of New Planet Class A common stock by our or New Planet’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, changes in interest rates, changes in fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the NYSE specifically, have experienced extreme

 

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volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Planet could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

The historical consolidated financial results of Planet and our unaudited pro forma financial information included in this proxy statement/prospectus may not be indicative of what New Planet’s actual financial position or results of operations would have been.

The historical consolidated financial results of Planet included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone public company during the periods presented or those New Planet will achieve in the future. This is primarily the result of the following factors: (i) New Planet will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New Planet’s capital structure will be different from that reflected in Planet’s historical consolidated financial statements. New Planet’s financial condition and future results of operations could be materially different from amounts reflected in its historical consolidated financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New Planet’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that New Planet Class A common stock issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing, or that we will be able to comply with the continued listing standards of the NYSE.

New Planet Class A common stock and warrants are expected to be listed on the NYSE following the Business Combination. New Planet’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, the NYSE delists New Planet Class A common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

 

   

a limited availability of market quotations for our securities;

 

   

reduced liquidity for our securities;

 

   

a determination that New Planet Class A common stock is a “penny stock,” which will require brokers trading in New Planet Class A common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Planet Class A common stock;

 

   

a limited amount of analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The Current Charter states that we must complete our initial business combination by March 9, 2023 or during any Extension Period. If we have not completed an initial business combination by then (or such later date as our stockholders may approve in accordance with the Current Charter), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,

 

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redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy

 

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claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the Trust Account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent prior to 12:00 p.m., New York City time, on [                ], 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by dMY IV Stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Merger Agreement (as described under “The Merger Agreement—Conditions to Closing”), or that other Closing conditions are not satisfied. If dMY IV does not complete the Business Combination, dMY IV could be subject to several risks, including:

 

   

the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

 

   

negative reactions from the financial markets, including declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

 

   

the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The multi-class structure of New Planet common stock will have the effect of concentrating voting power with New Planet’s Chief Executive Officer and Co-Founder and Chief Strategy Officer and Co-Founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

Shares of New Planet Class B common stock will have 20 votes per share, while shares of New Planet Class A common stock will have one vote per share. Upon the consummation of the Business Combination, the Planet

 

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Founders will hold all of the issued and outstanding shares of New Planet Class B common stock. Accordingly, upon the consummation of the Business Combination and, assuming no redemptions by our public stockholders, the Planet Founders will hold over approximately 65% of the voting power of New Planet’s capital stock and will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Additionally, the Planet Founders will receive additional shares of New Planet Class B common stock for any Contingent Consideration issued in respect of their ownership of Planet Class B common stock held immediately prior to the Mergers. The Planet Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New Planet, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of New Planet, and might ultimately affect the market price of shares of New Planet Class A common stock. For information about our multi-class structure, see the section titled “Description of New Planet Securities.

We cannot predict the impact New Planet’s multi-class structure may have on the stock price of New Planet Class A common stock.

We cannot predict whether New Planet’s multi-class structure will result in a lower or more volatile market price of New Planet Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. Under these policies, our multi-class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause New Planet to change our capital structure. As a result, the market price of shares of New Planet Class A common stock could be adversely affected.

Delaware law and provisions in the New Planet Charter and New Planet Bylaws could make a takeover proposal more difficult.

If the Business Combination is consummated, New Planet’s organizational documents will be governed by Delaware law. Certain provisions of Delaware law and of the Proposed Charter and Proposed Bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of Class A common stock held by New Planet’s stockholders. These provisions provide for, among other things:

 

   

the ability of New Planet’s board of directors to issue one or more series of preferred stock;

 

   

the fact that New Planet will be a public benefit corporation, as discussed below;

 

   

certain limitations on convening special stockholder meetings;

 

   

advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at New Planet’s annual meetings; and

 

   

a multi-class common stock structure with 20 votes per share of New Planet Class B common stock, the result of which is that upon the Business Combination, the Planet Founders will have the ability to control the outcome of matters requiring stockholder approval, even though Planet Founders will own less than a majority of the outstanding shares of New Planet’s capital stock.

 

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These anti-takeover provisions as well as certain provisions of Delaware law could make it more difficult for a third party to acquire New Planet, even if the third party’s offer may be considered beneficial by many of New Planet’s stockholders. As a result, New Planet’s stockholders may be limited in their ability to obtain a premium for their shares. If prospective takeovers are not consummated for any reason, New Planet may experience negative reactions from the financial markets, including negative impacts on the price of New Planet common stock. These provisions could also discourage proxy contests and make it more difficult for New Planet’s stockholders to elect directors of their choosing and to cause New Planet to take other corporate actions that New Planet’s stockholders desire. See “Description of New Planet Securities”.

Following the Business Combination, New Planet will operate as a Delaware public benefit corporation. As a public benefit corporation, we cannot provide any assurance that New Planet will achieve its public benefit purpose.

As a public benefit corporation, New Planet is required to produce a public benefit or benefits and to operate in a responsible and sustainable manner, balancing our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit or benefits identified by the New Planet Charter. There is no assurance that New Planet will achieve our public benefit purpose or that the expected positive impact from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, which in turn may have a material adverse effect on our business, results of operations and financial condition.

As a public benefit corporation, New Planet is required, under Section 366 of the DGCL, to publicly disclose a report at least biennially on our overall public benefit performance and on our assessment of our success in achieving our specific public benefit purpose. If New Planet is not timely or is unable to provide this report, or if the report is not viewed favorably by parties doing business with us or regulators or others reviewing our credentials, New Planet’s reputation and status as a public benefit corporation may be harmed.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

The Proposed Charter and the Proposed Bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Proposed Bylaws to be effective immediately prior to the completion of this offering and our indemnification agreements that we have entered or intend to enter into with our directors and officers provide that:

 

   

we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

 

   

we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

 

   

we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers will undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

 

   

the rights conferred in the Proposed Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

 

   

we may not retroactively amend the provisions in the Proposed Bylaws to reduce our indemnification obligations to directors, officers, employees, and agents.

 

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While we have procured directors’ and officers’ liability insurance policies, such insurance policies may not be available to us in the future at a reasonable rate, may not cover all potential claims for indemnification, and may not be adequate to indemnify us for all liability that may be imposed.

New Planet’s Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by New Planet’s stockholders, which could limit New Planet’s stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with New Planet or New Planet’s directors, officers or other employees.

If the Business Combination is consummated, New Planet’s Charter will provide that, unless New Planet consents in writing to the selection of an alternative forum, any (i) derivative action, suit or proceeding brought on behalf of New Planet; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder or other employee of New Planet to New Planet or New Planet’s stockholders; (iii) action, suit or proceeding asserting a claim against New Planet or any director or officer arising pursuant to any provision of the DGCL, the Proposed Charter or the Proposed Bylaws (as either may be amended from time to time); or (iv) any action, suit or proceeding asserting a claim against New Planet or any director or officer of New Planet governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware or other state courts of the State of Delaware. Subject to the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring an interest in any shares of New Planet’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in New Planet’s Charter. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it believes to be favorable for disputes with New Planet or New Planet’s directors, officers or other employees, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Alternatively, if a court were to find these provisions of New Planet’s Charter inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, New Planet may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect New Planet’s business, financial condition and results of operations and result in a diversion of the time and resources of New Planet’s management and board of directors.

As a public benefit corporation, New Planet’s focus on a specific public benefit purpose and producing a positive effect for society may negatively impact its financial performance.

Unlike traditional corporations, which have a fiduciary duty to focus exclusively on maximizing stockholder value, New Planet’s directors have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by New Planet’s actions. Therefore, New Planet may take actions that it believes will be in the best interests of those stakeholders materially affected by its specific benefit purpose, even if those actions do not maximize New Planet’s financial results. While New Planet intends for this public benefit designation and obligation to provide an overall net benefit to New Planet and its customers, it could instead cause New Planet to make decisions and take actions without seeking to maximize the income generated from its business, and hence available for distribution to its

 

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stockholders. New Planet’s pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe it expects or at all, yet may have an immediate negative effect on any amounts available for distribution to New Planet’s stockholders. Accordingly, being a public benefit corporation and complying with New Planet’s related obligations could have a material adverse effect on its business, results of operations and financial condition, which in turn could cause its stock price to decline.

As a public benefit corporation, we are less attractive as a takeover target than a traditional company would be and, therefore, your ability to realize your investment through an acquisition may be limited. Under the Proposed Charter, New Planet cannot merge or consolidate with another entity if, as a result of such merger or consolidation, the surviving entity’s charter does not contain the identical provisions identifying the public benefit or public benefits, unless the transaction receives approval from two-thirds of the target public benefit corporation’s outstanding voting shares. Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund investors because new directors would still have to consider and give appropriate weight to the public benefit along with shareholder value, and shareholders committed to the public benefit can enforce this through derivative suits. Further, by requiring that board of directors of public benefit corporations to consider additional constituencies other than maximizing shareholder value, Delaware public benefit corporation law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to investors.

Our directors have a duty to consider not only our stockholders’ interests, but also our specific public benefit and the interests of other stakeholders affected by our actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders.

While directors of traditional corporations are required to make decisions they believe to be in the best interests of their stockholders, directors of a public benefit corporation have a duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by the company’s actions. Under Delaware law, directors are shielded from liability for breach of these obligations if they make informed and disinterested decisions that serve a rational purpose. Thus, unlike traditional corporations which must focus exclusively on stockholder value, our directors are not merely permitted, but obligated, to consider our specific public benefit and the interests of other stakeholders. In the event of a conflict between the interests of our stockholders and the interests of our specific public benefit or our other stakeholders, our directors must only make informed and disinterested decisions that serve a rational purpose; thus, there is no guarantee such a conflict would be resolved in favor of our stockholders, which could have a material adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

As a Delaware public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interest, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Stockholders of a Delaware public benefit corporation with shares listed on a national securities exchange (if they, individually or collectively, own at least two percent of the company’s outstanding shares or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted) are entitled to file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations. Therefore, we may be subject to the possibility of increased derivative litigation, which would require the attention of our management, and, as a result, may adversely impact our management’s ability to effectively execute our strategy. Additionally, any such derivative litigation may be costly, which may have an adverse impact on our financial condition and results of operations.

 

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Risks Related to Planet’s Business and Industry

Unless the context otherwise requires, references in this subsection ”—Risks Related to Planet’s Business and Industry” to “we”, “us”, “our”, and “the Company” generally refer to Planet in the present tense or New Planet from and after the Business Combination.

We have a limited history of operating at our current scale and under our current strategy, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

We have a limited history of operating at our current scale and under our current strategy, which makes it difficult to forecast our future results. You should consider and evaluate our prospects in light of the risks and uncertainty frequently encountered by growth stage companies in rapidly evolving markets. We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods.

Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our platform, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described below. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

We have a history of operating losses, and we anticipate our operating expenses will increase substantially in the foreseeable future. As a result, we may not achieve or sustain profitability.

We generated net losses of $127.1 million and $123.7 million for our fiscal years ended January 31, 2021 and 2020, respectively, and net losses of $49.6 million and $58.6 million for July 31, 2021 and 2020, respectively. As of July 31, 2021, we had an accumulated deficit of $689.5 million. While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will obtain enough revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our platform, launch additional satellites, expand our data analytics capabilities, increase our sales force to enter into new verticals, and expand use cases and integrations. We will also face increased compliance costs associated with growth, the expansion of our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business may significantly decrease.

Our daily scan of the Earth is a data set that has not existed before. If the market for our products and services built upon this data set fails to grow as we expect or takes longer than we expect to grow or if our current customers or prospective customers fail to adopt our platform, our business, financial condition and results of operations could be harmed.

Nearly all our revenue has come from licensing arrangements with our customers that grants them the right to use imagery and related data that are delivered digitally through our online platform, in addition to providing related services. Imagery licensing agreements vary by contract but generally have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract either on a subscription or usage basis,

 

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whereby a customer pays for access to our imagery that may be downloaded over a specific period of time or, less frequently, on a transactional basis, whereby the customer pays for individual content licenses.

Although demand for imagery and related analytics products and services has grown in recent years, our particular data set has not existed before. The market for analytics products and services, in particular, continues to evolve, and the market for our data may not be as significant as we expect. Further, the number of customers that we believe may be interested in our analytics products and services may be less than we anticipate. We cannot be sure that these markets will continue to grow or, even if they do grow, that businesses will adopt our platform. Our future success will depend in large part on our ability to further penetrate the existing market for Earth imaging and related data analytics. Our ability to further penetrate this market depends on a number of factors, including the cost, performance, and perceived value associated with our platform and our proprietary data. We have spent, and intend to keep spending, considerable resources to educate potential customers about analytics products and services in general and our platform in particular. However, we cannot be sure that these expenditures will help our platform achieve any additional market acceptance. In addition, it may take substantial time, potentially longer than we initially forecast or anticipate, to bring on new customers or for existing customers to purchase new products or offerings we may have. Furthermore, potential customers could have made significant investments in alternative platforms or services, or may not be persuaded that our proprietary data is needed for their business or operations. If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our platform, our business, operating results, and financial condition could be adversely affected.

If consumers do not perceive our service offerings to be of high quality, if we fail to introduce new and improved products and services, or if we introduce new products or services that are not favorably received by the market, we may not be able to attract or retain customers. If we are unable to attract new customers in numbers sufficient to grow our business, or if we suffer attrition among customers, our revenue may decrease, and our operating results will be adversely affected. If our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers. Further, if excessive numbers of customers do not continue to utilize our service or our customer base does not continue to grow, we may be required to incur significantly higher marketing expenses than we currently anticipate to replace these customers with new customers or attract new customers, which could have an adverse effect on our business, financial condition and results of operations.

In addition, we may fail to convert or retain customers if competitors to our platform are able to develop a superior offering or if they are able to offer a similar offering at a lower price point. Further, if competitors are able to build a competing fleet of satellites that is larger than our fleet, a potential that is heightened by the fact that we may keep our fleet at its current size for the near term, or that has greater capabilities than our fleet, we may be unable to attract or retain customers. The occurrence of any of the foregoing could have an adverse effect on our business, financial condition and results of operations.

Our customers rely on our customer support personnel to resolve issues and realize the full benefits that our platform provides. High-quality support is also important for the renewal and expansion of our subscriptions with existing customers. The importance of our support function will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to maintain and expand our subscriptions to existing and new customers could suffer, and our reputation with existing or potential customers could suffer.

There is increasing competition from commercial entities and governments in our markets, and if we do not compete effectively, our business, financial condition and results of operations could be harmed.

We operate in a competitive industry, and we expect competition to continue to increase, in particular from other commercial entities and governments that operate in our markets and offer competitive products. We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:

 

   

the size and diversity of our customer bases;

 

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the timing and market acceptance of products and services, including the developments and enhancements to those products and services, offered by us or our competitors;

 

   

customer service and support efforts;

 

   

sales and marketing efforts;

 

   

ease of use, performance, price and reliability of solutions developed either by us or our competitors; and

 

   

our brand strength relative to our competitors.

Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we do. These factors may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer preferences. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies which may allow them to build larger customer bases than we have. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract customers away from our services and reduce our market share.

Our products and services compete with satellite and aerial imagery and related products and services offered by a range of private and government providers. Our current or future competitors may have greater financial, personnel and other resources than we have, and also have the ability to offer similar services at the same or a lower price. Existing competitors include Airbus Defense and Space, BlackSky Global LLC, ImageSat International N.V., Maxar Technologies Ltd. (MDA, Digital Globe, SSL), Satellogic S.A., Urthecast (Deimos), foreign governments including India, South Korea, Taiwan and others that sell their data commercially, as well as aggregators of imagery and imagery-related products and services, including Apple, Google and Microsoft. In addition, we compete against a number of manned and unmanned aerial providers of high-resolution imagery, whose offerings provide certain benefits over satellite-based imagery, including better resolution and accuracy. The value of our imagery may also be diluted by Earth imagery that is available free of charge.

The U.S. government, European Commission, and other governments also may develop, construct, launch and operate their own imagery satellites, which could reduce their need to rely on commercial suppliers. In addition, such governments could sell or provide free of charge Earth imagery from their satellites in the commercial market and thereby compete with our imagery products and services, as the United States does today through Landsat and MODIS, and the European Commission does with the Copernicus program and the Sentinel satellites. Also, governments may at times make our imagery freely available for humanitarian purposes, which could impair our revenue growth with non-governmental organizations. These governments could also subsidize the development, launch and operation of imagery satellites by our current or future competitors.

Further, other governments may also subsidize our competitors to compete with us and other companies, and encourage them to undercut prices, including the prices we offer for our data.

Our competitors or potential competitors with greater resources than ours could, in the future, offer satellite-based imagery or other products and services with more attractive features than our products and services. The emergence of new remote imaging technologies or the continued growth of low-cost imaging satellites could negatively affect our marketing efforts. More importantly, if competitors develop and launch satellites or other imagery content sources with more advanced capabilities and technologies than ours, or offer services at lower prices than ours, our business and results of operations could be harmed. Due to competitive pricing pressures, new product introductions by us or our competitors or other factors, the average selling price of our products and services may further decrease. If we are unable to offset decreases in our average selling prices by increasing our sales volumes or by adjusting our product mix, our revenue and operating margins may decline and our financial position may be harmed.

 

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In addition, the lowering of launch costs from companies such as SpaceX, Inc., as well as the new fleets of communication satellites from companies such as SpaceX Inc., OneWeb and Amazon/Kuiper may lower barriers to entry and further increase risk of competition.

Our international operations create business and economic risks that could impact our financial results.

We have limited experience in managing operations outside the United States. If we fail to deploy or manage our operations in other countries successfully, our business and operations may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

 

   

political, social and/or economic instability;

 

   

risks related to governmental regulations in foreign jurisdictions and unexpected changes in regulatory requirements and enforcement;

 

   

fluctuations in currency exchange rates;

 

   

higher levels of credit risk and payment fraud;

 

   

enhanced difficulties of integrating any foreign acquisitions;

 

   

burdens of complying with a variety of foreign laws;

 

   

reduced protection for intellectual property rights in some countries;

 

   

difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;

 

   

different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions;

 

   

compliance with statutory equity requirements; and

 

   

management of tax consequences.

If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer.

Further, given the global scope of our Earth imaging capabilities and the associated data collected, it is probable that certain governments, state actors or large businesses, among other powerful entities, may object to our operations and the collection of this data. For example, we have used our constellation of satellites and platform to capture and analyze images of missile silos and human rights abuses in foreign countries, among other things that may be sensitive to certain entities. If a foreign government, state actor, large business or other similar entities, were to object to our operations capturing similar sensitive data, they may successfully lobby the U.S. government or other regulators to curtail our operations, or even suspend our operations. Further, our satellites, satellites operations infrastructure, archived data, information technology and communications systems, and other related systems, may have already been or could be in the future compromised by cyber-attacks or other incursions by such entities as a result of the sensitive information we capture and provide. If any of the foregoing were to occur, our business would be seriously harmed.

If we or our third-party service providers experience, or are unable to protect against, cyber-attacks, ransomware, security incidents, or security breaches, or if unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, then our platform may be perceived as not being secure, we may become unable to meet our service level commitments, our reputation may be harmed, demand for our platform and products may be reduced, and we may incur significant liabilities or additional expenses which may not be covered by existing cyber insurance.

We collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of and share personal information, confidential information and other information necessary to provide our service,

 

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to operate our business, for legal and marketing purposes, and for other business-related purposes. We rely significantly on third-party service providers and sub-processors to help us deliver services to our customers. These vendors may store or process personal information on our behalf.

Our platform and products involve the storage and transmission of data, including personal information, and security breaches or unauthorized access to our platform and products, or those of our third-party service providers, could result in the loss of our or our customers’ data, litigation, indemnity obligations, fines, penalties, disputes, investigations and other liabilities. We have previously and may in the future become the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ data or to disrupt our ability to provide our services. In addition, many of our employees are temporarily working remotely due to the COVID-19 pandemic, which may pose additional data security risks (including, for example, an increase in phishing and spam emails experienced during 2020).

While we have taken steps to protect the confidential and personal information that we have access to, our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ data on our behalf could be breached or we could suffer a loss of our or our customers’ data. Our ability to monitor our third-party service providers’ data security is limited. Cyber-attacks, computer malware, viruses, employee mistakes or malfeasance, social engineering (including spear phishing and ransomware attacks), and general hacking have become more prevalent in our industry, particularly against cloud services. If our security measures are or are believed to have been breached as a result of third-party action, employee error, malfeasance or otherwise, our reputation could be damaged, our business may suffer, and we could incur significant liability. In addition, our remediation efforts may not be successful.

We also process, store and transmit our own data as part of our business and operations. This data may include personal, confidential or proprietary information. There can be no assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats. While we have developed systems and processes designed to protect the integrity, confidentiality and security of our and our customers’ data, our security measures or those of our third-party service providers could fail and result in unauthorized access to or disclosure, modification, misuse, loss or destruction of such data.

Because many different security vulnerabilities exist and exploits of such vulnerabilities continue to evolve, we may be unable to anticipate attempted security breaches, react in a timely manner or implement adequate preventative measures. Among other things, our applications, systems, networks, software and physical facilities could be breached, or the personal or confidential information that we store could be otherwise compromised due to employee error or malfeasance, if, for example, third parties fraudulently induce our employees or our members to disclose information or user names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities. Additionally, employees or service providers have in the past and may in the future inadvertently misconfigure resources or systems, or misdirect certain communications that lead to security incidents for which we must then expend effort and incur expenses to remediate.

Third parties may also conduct attacks designed to deny customers access to our services. Third parties, including nation state actors or their agents, may also conduct attacks designed to gain control over our systems, data and satellites. Any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of our platform, the reliability of our imagery, and damage to our brand, reduce the demand for our products, disrupt normal business operations, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement, and indemnity obligations, result in our customers terminating contracts with us and adversely affect our business, financial condition and results of operations. These risks are likely to increase as we continue to grow and process, store, and transmit increasingly large amounts of data.

 

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We use third-party technology, systems and services in a variety of contexts, including, without limitation, storage of our imagery, encryption and authentication technology, employee email, content delivery to customers, back-office support, credit card processing and other functions. Although we have developed systems and processes that are designed to protect customer data and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party service provider, such measures cannot provide absolute security.

The costs to respond to a security breach and/or mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our business and our competitive position. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business.

Additionally, we cannot be certain that our insurance coverage will be adequate for fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of privacy or security incidents or breaches. A privacy or security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage, cyber coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations. Our risks are likely to increase as we continue to expand, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.

Interruption or failure of our infrastructure, or loss of our data storage, could hurt our ability to perform our daily operations effectively and provide our products and services, which could damage our reputation and harm our operating results.

The availability of our products and services depends on the continuing operation of our satellites, satellites operations infrastructure, archived data, information technology and communications systems, and other related systems. Any downtime, damage to or failure of our systems could result in interruptions in our service, which could reduce our revenue and profits. Our systems are vulnerable to damage or interruption from floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. We do not currently maintain a back-up production facility from which we can continue to collect, process and deliver imagery in the event of the loss of our primary capabilities. In the event we are unable to collect, process and deliver imagery from our primary facilities, our daily operations and operating results would be materially and adversely affected. In addition, our ground stations are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. The occurrence of any of the foregoing could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.

Such attacks could come from individuals, companies, rogue groups, terrorist organizations or governments. This risk is heightened by the geopolitical relevance of Planet’s data, which may expose globally the sensitive operations of such entities. This is especially true for countries known or suspected to have actively carried out offensive operations on their own.

Further, if our infrastructure, information technology and communication systems do not scale effectively with anticipated growth in our business, the effectiveness of such systems could be adversely affected.

 

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We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and compliance or any failure to comply with such obligations could harm our business.

We receive, store and process personal information and other customer data. There are numerous federal, state, local, and foreign laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other customer data, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules. We generally seek to comply with industry standards and are subject to the terms of our own privacy policies and privacy-related obligations to third parties. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. In addition, the application and interpretation of these laws and regulations are often uncertain. Further, the U.S. federal, state governments and agencies, as well as foreign governments and regulators, may in the future enact new legislation and promulgate new regulations governing collection, use, disclosure, storage, processing, transmission and destruction of personal data and other information. New privacy laws add additional complexity, requirements, restrictions and potential legal risk, require additional investment in resources to update compliance programs, and could impact business strategies and availability of previously useful data. Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of the data of our customers, or regarding the manner in which the express or implied consent of customers for the use and disclosure of such data is obtained, could require us to modify our services and features, possibly in a material manner, and may limit our ability to develop new services and features that make use of the data that our customers voluntarily share.

Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

We may experience a number of issues, such as delayed launches, launch failures, failure of our satellites to reach their planned orbital locations, significant increases in the cost of satellite launches, and insufficient capacity available from satellite launch providers. Any such issue could result in the loss of our satellites or cause significant delays in their deployment, which could harm our business, prospects, financial condition and results of operations.

Delays in launching satellites are common and can result from satellite manufacturing delays, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals and launch failures. If satellite manufacturing schedules are not met, a launch opportunity may not be available at the time the satellites are ready to be launched. We also share launches with other satellite manufacturers who may cause launch delays that are outside of our control. In addition, launch vehicles or satellite deployment mechanisms may fail which could result in the destruction of any satellites we have in such launch vehicle or an inability for the satellites to perform their intended mission. Launch failures also result in significant delays in the deployment of satellites because of the need to manufacture replacement satellites, which typically takes up to six months or longer, and to obtain another launch opportunity. Further, the cost of satellite launches, launch insurance rates and launch-related services may significantly increase in the future, which could make it much more costly, potentially prohibitively more costly, for us to launch and deploy our satellites. Any launch failure, underperformance, delay, or increase in the cost of satellite launches or related services, could have a material adverse effect on our results of operations, business prospects and financial condition.

 

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If our satellites fail to operate as intended, are destroyed or otherwise become inoperable, our ability to collect imagery and market our products and services successfully could be materially and adversely affected and customers could be encouraged to seek alternative solutions even if less adequate.

Our satellites employ advanced technologies and sensors that are exposed to severe environmental stresses during launch and in space that could affect our satellites’ performance. Hardware component problems in space could lead to deterioration in performance or loss of functionality of a satellite, with attendant costs and potential revenue losses if they impact our Earth imaging capabilities. In addition, human operators may execute improper implementation commands that may negatively impact a satellite’s performance. Exposure of our satellites to an unanticipated catastrophic event, such as a failed launch, a meteor shower, geomagnetic solar storms, a collision with space debris, or intentional or unintentional kinetic, radiation or blinding interference, or similar attacks, could reduce the performance of, or completely destroy, the affected satellites.

We cannot assure you that our satellites will continue to operate successfully in space throughout their expected operational lives. Even if a satellite is operated properly, technical flaws in that satellite’s sensors or other technical deficiencies or anomalies could significantly hinder its performance, which could materially affect our ability to collect imagery and market our products and services successfully. While some anomalies are covered by insurance policies, others are not or may not be covered, or may be subject to large deductibles. Further, the actual orbital maneuver lives of our satellites may be shorter than we anticipate, and we may be required to reduce available capacity on our satellites prior to the end of their orbital maneuver lives.

We may suffer a partial or total loss of a deployed satellite or experience other problems with our satellites that may reduce their performance. During any period of time in which a satellite is not fully operational, we may lose most or all of the revenue that otherwise would have been derived from that satellite. In addition, we may not have on hand, or be able to obtain in a timely manner, the necessary funds to cover the cost of any necessary satellite replacement. Further, it can take up to six months or longer to manufacture new satellites and significant additional time to secure and launch such replacement satellites. As a result, if our satellites fail to operate as intended, are destroyed or otherwise become inoperable, it could take a significant amount of time to get the replacement satellites in orbit. During this period of time, our operations could be materially impaired with little we could do to alleviate the issue. Our inability to repair or replace a defective satellite or correct any other technical problem in a timely manner could result in a significant loss of revenue and harm our business.

We may experience a failure of ground operations infrastructure, interference with our satellite signals or geomagnetic solar storms that impair the performance of our satellites, which could harm our business, prospects, financial condition and results of operations.

We operate an extensive ground infrastructure, including over a dozen leased ground stations. These ground stations are used for controlling our satellites and downloading imagery to eventually be provided to our customers.

We may experience a partial or total loss of one or more of these facilities due to natural disasters (tornado, earthquake flood, hurricane or other natural events), fire, acts of war or terrorism or other catastrophic events. A failure at any of these facilities could cause a significant loss of service for our customers. Additionally, we may experience a failure in the necessary equipment at our satellite control center, at the back-up facility, or in the communication links between these facilities and remote teleport facilities. A failure or operator error affecting tracking, telemetry and control operations might lead to a break-down in the ability to communicate with one or more satellites or cause the transmission of incorrect instructions to the affected satellites, which could lead to a temporary or permanent degradation in satellite performance or to the loss of one or more satellites. Intentional or non-intentional electromagnetic or radio frequency interference, including by nation state actors or their agents, could result in a failure of our ability to deliver satellite services to our customers. A failure at any of our facilities or in the communications links between our facilities or interference with our satellite signal could cause our revenues to decline materially and could adversely affect our ability to market our services and harm our business, prospects, financial condition and results of operations.

 

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Our satellites may not be able to capture Earth images due to weather, natural disasters or other external factors, or as a result of our constellation of satellites having restrained capacity.

Our satellites may not be able to capture Earth images, either with sufficient clarity or detail, or at all, due to the occurrence of a variety of factors including cloud cover, adverse weather conditions including hurricanes or tornadoes, fires or volcano eruptions, or other factors that are outside our control. Further, if there is high demand on our constellation to capture images in a certain area, we may have difficulty tasking sufficient satellite coverage to capture high-resolution images in another region. As a result of the foregoing, customers may not be able to procure images they want, which could adversely affect our relationship with such customers and our general reputation.

If we are unable to develop and release product and service enhancements and new products and services to respond to rapid technological change, or to develop new designs and technologies for our satellites, in a timely and cost-effective manner, our business, financial condition and results of operations could be harmed.

The market for our platform is characterized by rapid technological change, frequent new product and service introductions and enhancements, changes in satellite design and technologies, changing customer demands, and evolving industry standards. The introduction of products and services embodying new technologies can quickly make existing products and services obsolete and unmarketable. Designing and building satellites and developing analytics products and services are inherently complex and technologically demanding endeavors. Due to this complexity, it can take a long time and require significant research and development expenditures to develop and test new or enhanced satellites, as well as data analytic products and services. In addition, the complexity of developing and deploying new satellites and data analytic products and services makes it difficult for us to predict how long it may take for such updates to our platform to be ready and available to be sold to customers. As a result, the amount of time it takes to develop such updates could be substantially longer than we initially anticipated. The success of any enhancements or improvements to our platform or any new products and services depends on several factors, including timely completion, successful manufacturing and deployment of the satellites needed to capture the relevant data, competitive pricing, adequate quality testing, integration with existing technologies and our platform, and overall market acceptance. We cannot be sure that we will succeed in developing, marketing, and delivering on a timely and cost-effective basis enhancements or improvements to our platform or any new products and services that respond to technological change or new customer requirements or demands, nor can we be sure that any enhancements or improvements to our platform will achieve market acceptance. Any new satellites and data analytic products and services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or such data or data analytic products may not achieve the broad market acceptance necessary to generate sufficient revenue. The introduction of new data analytic products and enhancements could also increase costs associated with customer support and customer success as demand for these services increase. This increase in cost could negatively impact our profit margins, including our gross margin. Moreover, even if we introduce new products and services, we may experience a decline in revenue, gross profit and gross margin of our existing products and services that is not offset by revenue from the new products or services. Further, we may make changes to our platform that customers do not find useful and we may also discontinue certain features or increase the price or price structure for our platform. In addition, we may lose existing customers who choose a competitor’s products and services rather than migrate to our new products and services. This could result in a temporary or permanent revenue shortfall and adversely affect our business.

Our business depends, in part, on sales to large enterprises and U.S. and foreign governmental entities, which are subject to a number of challenges and risks that may make our sales cycle, forecasting processes, and deployment processes more difficult to predict, require greater time and expense or negatively impact our business.

Sales to large enterprises and U.S. and foreign governmental entities involve risks that may lengthen our sales cycle and make forecasting and deployment processes more difficult to predict. In addition, as a result of the

 

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COVID-19 pandemic, many large enterprises and U.S. and foreign governments have reduced or delayed technology or other discretionary spending, which, in addition to resulting in longer sales cycles, may materially and negatively impact our operating results, financial condition and prospects. As we seek to increase our sales to large enterprise customers and U.S. and foreign governments, we also face more complex sales procurement requirements, substantial upfront sales costs, and less predictability in completing some of our sales than we do with smaller customers. With larger organizations, the decision to subscribe to our platform frequently requires the approvals of multiple management personnel and more technical personnel than would be typical of a smaller organization and, accordingly, sales to larger organizations may require us to invest more time educating these potential customers. With U.S. and foreign governments, the decision to subscribe to our platform often requires approvals from multiple governmental agencies as well as compliance with stringent rules and regulations, which require us to employ regulatory experts and engage outside experts to help facilitate these governmental approvals. In addition, large enterprises, as well as U.S. and foreign governments, often require extensive configuration, integration services, and pricing negotiations, which increase our upfront investment in the sales effort with no guarantee that these customers will deploy our platform widely enough across their organization to justify our substantial upfront investment. Purchases by large enterprises, as well as U.S. and foreign governments, are also frequently subject to budget constraints and unplanned administrative, processing, and other delays, which means we may not be able to come to agreement on the terms of the sale to them. Further, our results of operations could be adversely affected by government spending caps or changes in government budgetary priorities, as well as by delays in the government budget process, program starts, or the award of contracts or orders under existing contract vehicles, including as a result of a new U.S. administration. Future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities as a result of competing demands for federal funds or other factors outside of our control.

In addition, our ability to successfully sell our platform to large enterprises and U.S. and foreign governments is dependent on us attracting and retaining sales personnel with experience in selling to such large organizations. If we are unable to increase sales of our platform to large enterprise customers and U.S. and foreign governments while mitigating the risks associated with serving such customers, our business, financial position, and operating results may be adversely impacted. Furthermore, if we fail to realize an expected sale from a large customer in a particular quarter or at all, our business, operating results, and financial condition could be adversely affected for a particular period or in future periods.

The competitive position of our products depends in part on their ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our products with such third-party products and services, our business, financial position, and operating condition and results of operations could be harmed.

The competitive position of our platform depends in part on its ability to operate with products and services of third parties. As such, we must continuously modify and enhance our platform to adapt to changes in hardware, software, networking, and database technologies. In the future, one or more technology companies may choose not to support the operation of their hardware, software, or infrastructure, or our platform may not support the capabilities needed to operate with such hardware, software, or infrastructure. In addition, to the extent that a third party were to develop software or services that compete with ours, that provider may choose not to support our platform. We intend to facilitate the compatibility of our platform with various third-party hardware, software, and infrastructure by maintaining and expanding our business and technical relationships. If we are not successful in achieving this goal, our business, financial condition, and operating results could be adversely impacted.

The competitive position of our products also depends on the ability to use them with third party imagery, which allows customers to integrate multiple data sets and conduct valuable analyses. As such, we must continuously design software to ensure our products’ compatibility with third party imagery. If we fail to anticipate our

 

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customers’ integration needs, our business, financial condition, and operating results could be adversely impacted.

Our revenue, results of operations and reputation may be negatively impacted if our products fail to meet contractual requirements or our products contain defects or fail to operate in the expected manner.

We sell proprietary data that is generated through our technologically advanced fleet of satellites and further analyzed with our proprietary platform analytics. Sophisticated software, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the satellites and systems we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. In addition, we contract with third-parties, which we do not control, to provide services in connection with the launch into orbit of our satellites, adding further risks to our ability to perform under contracts with our customers that rely on our satellites to gather data.

We employ sophisticated design and testing processes and practices, which include a range of stringent factory and on-site acceptance tests with criteria and requirements that are jointly developed with customers. Our systems may not be successfully implemented or operate or give the desired output, or we may not be able to detect and fix all defects in the satellites, hardware and software we utilize for the data we sell or resolve any delays or availability issues in the launch services we procure. Failure to do so could result in increased costs, lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

Due to environmental and other factors, including those described elsewhere in this section, we may be unable to deliver imagery for the locations, responsiveness and quality requested by customers and therefore fail to meet contractual requirements. Failure to do so may require us to cancel the contracts and result in lost revenue.

We are partially dependent on resellers of our imagery for a portion of our revenue. If these resellers fail to market or sell our products and services successfully, our business would be harmed.

We partially rely on resellers and partners to market and sell our products and services. Our resellers and partners may not have the skill or experience to develop regional commercial markets for our products and services, or may have competing interests that negatively affect their sales of our products and services. If we fail to enter into reseller agreements on a timely basis or if our resellers and partners fail to market and sell our imagery products and services successfully, these failures could negatively impact our business, financial condition and results of operations.

Downturns or volatility in general economic conditions, including as a result of the current COVID-19 pandemic or any other outbreak of an infectious disease, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our revenue, gross margin, and ability to achieve and maintain profitability depend significantly on general economic conditions. Weaknesses in the global economy and financial markets, including the current weaknesses resulting from the ongoing COVID-19 pandemic, have in some cases led to, and any adverse changes in general domestic and global economic conditions that may occur in the future, including any recession, economic slowdown or disruption of credit markets, may also lead to, lower demand for our platform and data offerings.

In addition, any disruption in the credit markets, including as a result of the current COVID-19 pandemic, could impede our access to capital. If we have limited access to additional financing sources, we may be required to defer capital expenditures or seek other sources of liquidity, which may not be available to us on acceptable terms or at all. All of these factors related to global economic conditions, which are beyond our control, could adversely impact our business, financial condition, results of operations and liquidity. For a more detailed discussion of the COVID-19 pandemic and its recent and potential impact on our business, financial condition,

 

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results of operations and liquidity, see “—The effects of the ongoing COVID-19 pandemic have materially affected how we and our customers, vendors, and partners are operating our businesses, and the duration and extent to which this will negatively impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain.”

Our business, financial condition, results of operations, and prospects may be harmed if we are unable to sell to our existing and new customers multiple of our data solutions.

A significant component of our growth strategy is to increase the number of our services and data solutions, including Planet Monitoring, Planet Tasking, Planet Archive, Planet application programming interfaces (“APIs”), Planet Basemaps, Planet Fusion, Planet Analytic Feeds and Planet Apps, that we sell to existing and new customers, however, we may not be successful in doing so if our customers find our additional solutions to be unnecessary or unattractive. We have invested, and intend to continue to invest, significant resources in improving existing solutions as well as developing and acquiring additional solutions, which resources may not be recovered if we are unable to successfully cross-sell these solutions to customers using one or a couple of our existing solutions. Any failure to sell additional solutions to current and future customers could harm our business, financial condition, results of operations, and prospects.

We depend on a limited number of suppliers for critical supplies and services, for research, development, manufacturing and launch of our satellites, which could in turn harm our business, prospects, financial condition and results of operations. The loss of any one or more of these suppliers or their failure to supply us with the necessary supplies or services on a timely basis could cause delays in our research, development or satellite manufacturing and adversely affect our business.

There are a limited number of suppliers that are able to design and build the components we need to manufacture our satellites. We also utilize a number of key service providers for research and development purposes. There are also a limited number of suppliers able to launch our satellites, including Antrix Corporation Limited (NewSpace India Limited, Indian Space Research Organization), ArianeSpace SA, Astra Space Inc., ISC Kosmotras (Glavkosmos, GK Launch Services), the Japan Aerospace Exploration Agency (JAXA), Northrup Grumman Innovation Systems (Orbital ATK), Rocket Lab, and Space Exploration Technologies Corp. Should any of our suppliers or service providers’ businesses fail, it would reduce competition and could increase the cost of manufacturing our satellites, conducting research and development and launch services. Adverse events with respect to any of our component suppliers, service providers or launch providers could also result in the delay of the design, construction or launch of our satellites. General economic conditions may also affect the ability of our suppliers, service providers and launch providers to provide services on commercially reasonable terms or to fulfill their obligations in terms of manufacturing schedules, launch dates, pricing, or other items. Even where alternate suppliers for such services are available, we may have difficulty identifying them in a timely manner, we may incur significant additional expense in changing suppliers or service providers, and this could result in difficulties or delays in the design, construction or launch of our satellites. Any delays in the design, construction or launch of our satellites could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to establish supply relationships for necessary components and may be required to develop alternative relationships with different component suppliers, which could delay the introduction of our products, increase the costs for components more than anticipated, and negatively impact our business.

We purchase components for the manufacturing of our satellites from third party suppliers and depend on those suppliers to deliver to the contracted specifications in order for us to maintain and grow our fleet of satellites and offerings. We may experience difficulties if these suppliers do not meet their obligations to deliver and support this equipment or if they are unable to supply the required components for new satellite designs. If such suppliers are unable to supply the required components, we will need to engage in new supply relationships. Given the technical and sophisticated nature of the components we utilize, there is a limited number of suppliers we could

 

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use. Further, making such a change in suppliers could take time and could result in us having increased costs or force us to make design changes that impact other components or capabilities of the satellites. As a result of the foregoing, any change in supply relationships could have a material adverse effect on our business, financial condition and results of operations.

The effects of the ongoing COVID-19 pandemic have materially affected how we and our customers, vendors, and partners are operating our businesses, and the duration and extent to which this will negatively impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This pandemic, which has continued to spread, and the related adverse public health developments, including travel restrictions and bans, quarantines, shelter-in-place orders, and mandated business closures, have adversely affected workforces, organizations, governments, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility. The ongoing COVID-19 pandemic has also disrupted the normal operations of many businesses, including ours and those of our customers, vendors, and partners. For example, in response to the initial outbreak of COVID-19, we took several precautionary steps early to safeguard our business and our people, including implementing travel bans and restrictions, temporarily closing offices and transitioning to a primarily remote working environment, and canceling participation in various industry events.

The ongoing COVID-19 pandemic, as well as intensified measures undertaken from time to time in various countries and territories to contain the spread of COVID-19, could decrease the spending of our existing and potential new customers, adversely affect demand for our products, cause one or more of our customers, vendors, and partners to file for bankruptcy protection or go out of business, cause one or more of our customers to fail to renew, terminate, or renegotiate their contracts with us, affect the ability of our sales team to travel to potential customers, impact expected spending from existing and potential new customers, negatively impact collections of accounts receivable, and negatively impact the financial markets and therefore our ability to raise additional capital for our business, all of which could adversely affect our business, results of operations, and financial condition.

Further, the sales cycle for a new customer of our technology and services has lengthened since the beginning of the pandemic and could lengthen further, resulting in a potentially longer delay between increasing operating expenses and the generation of corresponding revenue, if any. The COVID-19 pandemic also presents challenges as a significant percentage of our workforce is currently working remotely and assisting new and existing customers who are also generally working remotely.

Any of the negative impacts of the ongoing COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our business and operations, results of operations, financial condition, and cash flows. Any of these negative impacts, alone or in combination with others, also could exacerbate many of the other risk factors discussed in this section. The full extent to which the COVID-19 pandemic will negatively affect our business and operations, results of operations, financial condition, and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including the scope, severity, and duration of the pandemic, the spread of more viral or deadly variants of the virus, and actions taken by governmental authorities and other third parties in response to the pandemic.

We have limited experience with respect to determining the optimal prices and pricing structures for our products and services, which may impact our financial results.

We expect that we may need to change our pricing model from time to time, including as a result of competition, global economic conditions, reductions in our customers’ spending levels generally, changes in product mix, pricing studies or changes in how data analytics are employed by organizations. Similarly, as we introduce new products and services, or as a result of the evolution of our existing products and services, we may have difficulty

 

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determining the appropriate price structure for our products and services. In addition, as new and existing competitors introduce new products or services that compete with ours, or revise their pricing structures, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. Moreover, as we continue to target selling our products and services to larger organizations, these larger organizations may demand substantial price concessions. As a result, we may be required from time to time to revise our pricing structure or reduce our prices, which could adversely affect our business, operating results, and financial condition.

For example, we generally establish fixed price subscription contracts for our imaging services, the revenue for which is recognized on a straight-line basis over the term of the contract, based on usage by customer over time, or to a lesser degree, up front based on transfer of access to the imagery to the customer. If we fail to accurately forecast the cost of such contracts, especially for those contracts with unlimited downloads, if we fail to complete our contractual obligations in a manner consistent with the terms of the contract or if we fix the price for some projects too low for the services we ultimately provide, we could adversely affect our overall profitability and/or revenue opportunity, which could have a material adverse effect on our business, financial condition, and results of operations.

The loss of one or more of our key personnel, or our failure to attract, hire, retain and train other highly qualified personnel in the future, could harm our business, financial condition and results of operations.

We currently depend on the continued services and performance of our key personnel and management team. In addition, much of our key technology and systems are custom-made for our business by our personnel. The loss of key personnel, including key members of management as well as our engineering, marketing, sales, and product development personnel, could disrupt our operations and have an adverse effect on our ability to grow our business.

In addition, the maintenance and development of our platform requires individuals with significant experience in aerospace engineering, mechanical engineering and software engineering. Further, our ability to successfully execute strategic initiatives, such as expanding our salesforce, will be dependent on our ability to hire and retain a sufficient number of individuals with the appropriate capabilities and level of experience. If we do not succeed in attracting, retaining and motivating highly qualified personnel, our business may be seriously harmed. Further, we also face significant competition for employees, particularly in the San Francisco Bay Area where our headquarters are located, and as a result, skilled employees in this competitive geographic location can often command higher compensation and may be difficult to hire.

Further, we have in the past, and may in future, lose a number of employees as a result of one or more employees leaving and encouraging others to join them. If this were to occur again, it could seriously harm our business.

As we become a larger company, we may find our recruiting efforts more challenging. The incentives to attract, retain and motivate employees provided by our equity compensation or by future arrangements, such as through cash bonuses, may not be as effective as in the past. If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may be unable to grow effectively and our business, financial condition and results of operations could be harmed.

Further, given our reliance on stock based compensation, any future potential volatility in stock price may impact our ability to retain and attract top talent over time given the competition for strong talent within technology organizations, or could result in additional compensation related expenses.

We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our profitability.

We have experienced rapid growth and demand for our services since inception as a result of our focus on growth. The growth and expansion of our business and product offerings places a continuous and significant

 

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strain on our management, operational and financial resources. We are required to manage multiple relations with various large customers, suppliers, regulatory authorities and other third parties. In the event of further growth of our operations or in the number of our third-party relationships, our computer systems, procedures or internal controls may not be adequate to support our operations and our management may not be able to manage any such growth effectively. To effectively manage our growth, we must continue to implement and improve our operational, financial and management information systems and to expand, train and manage our employee base.

Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and platform.

We must expand our sales and marketing organization to increase our sales to new and existing customers. We plan to continue expanding our direct sales force, both domestically and internationally, particularly our direct enterprise sales organization focused on sales to the world’s largest organizations. It may require significant time and resources to effectively onboard new sales and marketing personnel, and an increasingly remote workforce could result in less effective, more operationally complicated, or lengthier onboarding processes. We also plan to dedicate significant resources to sales and marketing programs that are focused on these large organizations. Once a new customer begins using our platform, our sales team will need to continue to focus on expanding consumption with that customer. All of these efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. Our business and results of operations will be harmed if our sales and marketing efforts generate increases in revenue that are smaller than anticipated. We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues and accounts receivable.

A significant portion of our revenue and accounts receivable are concentrated with a limited number of customers. For the year ended January 31, 2021, two customers accounted for 13% and 10%, respectively, of revenue and for the year ended January 31, 2020, one customer accounted for 16% of revenue. For the six months ended July 31, 2021, one customer accounted for 14% of revenue. For the six months ended July 31, 2020, three customers accounted for 14%, 11% and 11% of revenue. As of January 31, 2021, three customers accounted for 32%, 18%, and 12% of accounts receivable, respectively. As of January 31, 2020, one customer accounted for 50% of accounts receivable. As of July 31, 2021, one customer accounted for 50% of accounts receivable. As of July 31, 2020, two customers accounted for 22% and 18% of accounts receivable. Further, accounts receivable are typically unsecured and are thus subject to the increased risk of us being unable to collect on overdue amounts.

While we intend to increase the number of customers using our platform, we believe it is possible that our revenue and our operating results in the near term will continue to depend on sales to a small number of customers. As a result of this customer concentration, our revenue could fluctuate materially and could be materially and disproportionately impacted by decisions of these customers or any other significant customer to cancel their agreements with us or otherwise no longer use our services. In addition, if we are unable to diversify our customer base, we will continue to be susceptible to risks associated with customer concentration.

Our business is capital intensive and we may not be able to raise adequate capital to finance our business strategies, or we may be able to do so only on terms that significantly restrict our ability to operate our business, which result raises substantial doubt about our ability to continue as a going concern.

We have experienced net losses and negative cash flows used in operations. As of July 31, 2021, our cash and cash equivalents were $75.2 million, and at the time of issuance of our unaudited condensed consolidated

 

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financial statements for the six months ended July 31, 2021, we concluded that there was substantial doubt about our ability to continue as a going concern. We believe our cash and cash equivalents on hand and cash we expect to obtain from the Business Combination and the PIPE Investment, together with cash we expect to generate from future operations, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this proxy statement/prospectus. However, the implementation of our business strategy requires a substantial outlay of capital. As we pursue our business strategies and seek to respond to developments in our business and opportunities and trends in our industry, our actual capital expenditures may differ from our expected capital expenditures. Historically, we have funded our operations and capital expenditures primarily through sales of our preferred stock, supplemented by loans from financial institutions. No assurances can be given that our available funds and cash flow from operations will be sufficient to meet our cash needs for the future, or that we will not require additional equity or debt financing. In addition, if one of our satellites fails unexpectedly or if it needs to be replaced at the end of its useful life, there is no assurance of insurance recovery or the timing thereof and we may need to exhaust or significantly draw upon our available debt facilities or obtain additional financing to replace the satellite. If we determine we need to obtain additional funds through external financing and are unable to do so, we may be prevented from fully implementing our business strategy.

Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and the condition of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock and our stockholders may experience dilution.

The availability and cost to us of external financing depend on a number of factors, including our financial performance and general market conditions, including any impact the COVID-19 pandemic may have on general market conditions or the capital markets specifically. Declines in our expected future revenues under contracts with customers and challenging business conditions faced by our customers are among the other factors that may adversely affect our credit and access to the capital markets. Other factors that could impact the availability and cost to us of external financing include the amount of debt in our current or future capital structure, activities associated with strategic initiatives, the health of our satellites, the success or failure of our planned launches, our expected future cash flows and the capital expenditures required to execute our business strategy. The overall impact on our financial condition of any transaction that we pursue may be negative or may be negatively perceived by potential lenders and may result in less access to the capital markets. Long-term disruptions in the capital or credit markets as a result of uncertainty or recession, changing or increased regulation or failures of significant financial institutions could adversely affect our access to capital. A deterioration in our financial performance or general market conditions could limit our ability to obtain financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available and, in either case, could result in our deferring or reducing capital expenditures including on new or replacement satellites.

As of July 31, 2021, we had $144.1 million of principal indebtedness outstanding. Our indebtedness could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments.

We have a significant amount of indebtedness, including approximately $144.1 million of principal outstanding as of July 31, 2021, of which $138.1 million will become due and payable in 2022, and there is a risk that we may be unable to generate cash sufficient to pay the principal of, interest on, or other amounts due with respect to our indebtedness. Included in the $138.1 million is $67.0 million of indebtedness, which includes $65.0 million of principal indebtedness and $2.0 million in associated fees, due under our SVB and Hercules Loan, which bears interest at floating rates related to the prime rate. As a result, our interest payment obligations on such

 

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indebtedness will increase if such interest rates increase. Our leverage and debt service obligations could adversely impact our business, including by:

 

   

impairing our ability to generate cash sufficient to pay interest or principal, including periodic principal payments;

 

   

increasing our vulnerability to general adverse economic and industry conditions;

 

   

requiring the dedication of a portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures, dividends to stockholders or to pursue future business opportunities;

 

   

requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations;

 

   

limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and

 

   

placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

Any of the foregoing factors could have negative consequences on our financial condition and results of operations.

This indebtedness could be due sooner upon the triggering of certain covenants in our debt agreements and or upon the occurrence of an event of default. If and when our indebtedness becomes due, if we do not have sufficient cash or access to capital to pay such indebtedness, we will default on our obligations which will adversely harm our business.

Further, our current financing arrangements contain certain restrictive covenants that may limit our flexibility in planning for or reacting to changes in our business and the markets in which we compete. Our debt funding is provided under our financing agreements, which contain a series of positive and negative covenants with which we must comply, including financial and non-financial covenants. If we fail to comply with any covenants and are unable to obtain a waiver or other cure thereof, the lenders may be able to take certain actions with respect to the amounts owing under such agreements, including requiring early payment thereof. Any such actions could have a material adverse effect on our financial condition.

We have experienced, and expect to continue to experience, seasonality in our business and fluctuations in our operating results due to usage-based contracts.

We have experienced, and expect to continue to experience, seasonality in our business and fluctuations in our operating results due to usage-based contracts. For example, we typically have customers who increase their usage of our data services when they need more frequent data monitoring over broader areas during peak agricultural seasons, during natural disaster events, or when commodity prices are at certain levels. These customers may expand their usage and then subsequently scale back. We believe that the seasonal trends that we have experienced in the past may occur in the future. To the extent that we experience seasonality, it may impact our operating results and financial metrics, as well as our ability to forecast future operating results and financial metrics. Additionally, when we introduce new products to the market, we may not have sufficient experience in selling certain products to determine if demand for these products are or will be subject to material seasonality.

Technological developments or other changes in our industry could render our satellites, or any of their components, less competitive or obsolete, which may seriously harm our business.

Our industry is characterized by rapidly evolving technology. These technological developments require us to integrate new technology into our satellites. Our competitors may develop or acquire alternative and competing

 

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technologies, which could allow them to create new and disruptive imaging satellites or other associated technology. The risk from the introduction of superior competing satellite technologies is particular exacerbated in our industry as it can take months to years to deploy any new satellites. As a result, if any technological change renders our satellites obsolete, even if we are able to develop and deploy new technologies to compete, it would take substantial time until such satellites are operational. As a result of the foregoing, we may need to invest significant resources in research and development to maintain our market position, keep pace with technological changes and compete effectively. Our failure to improve our satellites in a timely manner may seriously harm our business. In addition, if the components we use to manufacture our satellites were to become obsolete due to technological change or other factors, it could lead to inventory obsolescence, which may lead to inventory impairment charges. Further, it takes significant time to manufacture new components and if any of our inventory were to become obsolete, it would take a while before we could build new satellites. This delay in building new satellites could seriously harm our business.

We may face exposure to foreign currency exchange rate fluctuations.

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro. We expect our non-U.S. operations to continue to grow in the near term and we are continually monitoring our foreign currency exposure to determine if we should consider a hedging program. Today, our non-U.S. contracts are denominated in either U.S. dollars or local currency, while our non-U.S. operating expenses are often denominated in local currencies. Additionally, as we expand our non-U.S. operations, a larger portion of our operating expenses may be denominated in local currencies. Therefore, increases in the value of the U.S. dollar and decreases in the value of foreign currencies could result in the dollar equivalent of our revenues being lower.

We rely upon third-party providers of cloud-based infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations.

We outsource substantially all of the infrastructure relating to our cloud-accessible products to third-party hosting services. Our cloud-based products depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers. Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new customers or expand the usage of our existing customers, which could adversely affect our business, financial condition and results of operations. In addition, any incident affecting our third-party hosting services’ infrastructure may be caused by human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. A prolonged service disruption affecting our cloud-based solution for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.

In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition and results of operations.

 

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Our business depends on a strong brand. If we are not able to maintain and enhance our brand, our ability to retain or expand our base of customers will be impaired and our business and operating results will be harmed.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing the “Planet” brand is critical to expanding our base of customers and current and future partners. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain the “Planet” brand, or if we incur excessive expenses in this effort, our business, operating results and financial condition will be materially and adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive. Maintaining and enhancing our brand will depend largely on our continued ability to provide high quality products and services, which we may not do successfully.

In addition, we receive a high degree of media coverage, including social media coverage, around the world. If such media coverage presents, or relies on, inaccurate, misleading, incomplete, or otherwise damaging information regarding Planet, such coverage could damage our reputation in the industry and with current and potential customers, employees, and investors, and our business, financial condition, results of operations, and growth prospects could be adversely affected.

We are subject to certain risks as a mission-driven company.

We believe that a critical contributor to our success has been our mission to use space to help life on Earth, by imaging the whole world every day and making global change visible, accessible, and actionable. This mission is a significant part of our business strategy and who we are as a company. However, we may make decisions regarding our business and products in accordance with our mission and values that may reduce our short- or medium-term operating results if we believe those decisions are consistent with the mission. Although we expect that our commitment to the mission will, accordingly, improve our financial performance over the long term, these decisions may not be consistent with the expectations of investors and any longer-term benefits may not materialize within the time frame we expect or at all, which could harm our business, revenue and financial results.

Finally, we may in the future be subjected to litigation by those that disagree with aspects of our mission or features of our platforms that we have developed in support of our mission.

If we cannot maintain our company culture as we grow, our success and our business and competitive position may be harmed.

We believe our culture has been a key contributor to our success to date and that the critical nature of the platform that we provide promotes a sense of greater purpose and fulfillment in our employees. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our culture. If we fail to maintain our company culture, our business and competitive position may be harmed.

Limited insurance coverage and availability may prevent us from obtaining insurance to cover all risks of loss.

We intend to insure certain satellites in our constellation and certain launches to the extent that insurance is available at acceptable premiums. This insurance will not protect us against all losses to our satellites due to specified exclusions, deductibles and material change limitations, and it may be difficult to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.

Although we intend to obtain and maintain insurance for our operating satellites and certain launches, any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including

 

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the availability of insurance in the market, the cost of available insurance and the redundancy of our operating satellites. Higher premiums on insurance policies will increase our costs and consequently reduce our operating income by the amount of such increased premiums. If the terms of in-orbit insurance policies become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain or we may not be able to obtain insurance at all. Even if obtained, our in-orbit operations insurance will not cover any loss in revenue incurred as a result of a partial or total satellite loss.

Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, gross profit Adjusted EBITDA, and Adjusted EBITDA less Capital Expenditures may differ materially from our expectations.

We operate in a rapidly changing and competitive industry and our projections will be subject to the risks and assumptions made by management with respect to our industry. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition we face, our ability to attract and retain customers while generating sustained revenues, the time it takes to attract new customers or convince existing customers to use new products, the amount of time it takes to develop and deploy new satellites or data analytic products and services, and other factors listed in these Risk Factors. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, we may fall materially short of our forecasts and expectations, which could cause our stock price to decline and investors to lose confidence in us.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results of operations, our key metrics discussed elsewhere in this proxy statement/prospectus, including the levels of our revenue, gross profit, gross margin, cash flow, non-GAAP gross margin, Adjusted EBITDA, Adjusted EBITDA less Capital Expenditures, cash flow, net dollar retention rate, EoP Customer Count, Percent of Recurring ACV, as well as other metrics that analysts use to evaluate our business, have fluctuated in the past and may vary significantly in the future. Quarter-to-quarter comparisons of our operating results and other key metrics may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results and metrics may fluctuate as a result of a variety of factors, many of which are outside of our control and may not fully reflect the underlying performance of our business. These fluctuations could result in our failure to meet our expectations or those of securities analysts or investors. If we fail to meet these expectations for any particular period, the trading price of our common stock could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below:

 

   

the impact of an economic downturn or market volatility, including the current downturn caused by the COVID-19 pandemic, on our business and the businesses of our customers, prospective customers and partners;

 

   

our ability to attract new customers;

 

   

our customer renewal and adoption rates, and our ability to expand use of our platform by existing customers;

 

   

the timing and rate at which we sign agreements with customers, including the impact of cost reduction measures, delayed purchasing decisions or prolonged sales cycles at prospective or existing customers as a result of the effects of the COVID-19 pandemic and other factors outside of our control;

 

   

the contract value of agreements with customers;