Planet Labs PBC 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock and warrants are listed on the NYSE under the symbols “PL” and “PL WS,” respectively. From March 9, 2021 until the consummation of the Business Combination, dMY IV’s units, Class A common stock and public warrants were publicly traded on the NYSE under the symbols “DMYQ.U ”, “DMYQ ” and “DMYQ WS,” respectively. Holders On April 11, 2022, the numbers of record holders of the Company’s Class A common stock, Class B common stock and warrants were 179, 2 and 1, respectively. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. Dividends We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations our board of directors deems relevant. Stock Performance Graph The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10‑K into any filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts. The graph below illustrates the total return from December 7, 2021, which was the first day our Class A common stock began trading after the closing of Business Combination, through January 31, 2022, for (i) our Class A common stock, (ii) the Nasdaq Composite Index (“Nasdaq Composite”), and (iii) the Nasdaq Computer Index (“Nasdaq Computer”). The graph assumes that $100 was invested on December 7, 2021 in each of our Class A common stock, the Nasdaq Composite, and the Nasdaq Computer, and that any dividends were reinvested. The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. 49 Table of Contents 12/7/21 12/31/21 1/31/22 Planet Labs PBC Class A common stock $100.00 $56.89 $56.43 NASDAQ Composite $100.00 $100.74 $91.72 NASDAQ Computer $100.00 $101.49 $93.73 50 Table of Contents Recent sales of unregistered securities; use of proceeds from registered securities. Recent Sales of Unregistered Securities On December 13, 2021, we consummated the previously announced acquisition of all of the equity interest of VanderSat, for an aggregate purchase price of approximately $10.0 million in cash and 1,900,739 shares of our Class A common stock. The foregoing securities were issued in a transaction not involving an underwriter and not requiring registration under Section 5 of the Securities Act, in reliance on the exemption afforded by Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering. Use of Proceeds On March 9, 2021, dMY IV consummated an initial public offering (the “Initial Public Offering”) of 34,500,000 units, each consisting of one Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant (the “Units”). The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. dMY IV incurred offering costs of approximately $19.6 million (including deferred underwriting commissions of approximately $12.1 million). Goldman Sachs & Co., LLC acted as sole book-running manager, and Needham & Co., LLC acted as co-manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253209). The SEC declared the registration statement effective on March 4, 2021. The funds from the initial public offering were used as consideration for the Business Combination. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None, other than the shares repurchased pursuant to net settlement by employees in satisfaction of income tax withholding obligations incurred through the vesting of restricted stock awards. Item 6. [ Reserved ]