What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-03-30 compared with 2022-04-14 · 449 added, 377 removed, 1054 unchanged (44% of the section changed)

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets 78

Consolidated Statements of Operations and Comprehensive Loss 79

Consolidated Statements of Operations 79

Consolidated Statements of Comprehensive Loss 80

Consolidated Statements of Stockholders’ Equity 81

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Planet Labs PBC (the Company) as of January 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Planet Labs PBC (the Company) as of January 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2023, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 30, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

Description of the Matter

As described in Note 2 to the consolidated financial statements, the Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services.

The Company’s imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content.

To account for promised goods and services in accordance with ASC 606, Revenue from contracts with customers , the Company allocates the total contract consideration to distinct performance obligations on a relative standalone selling price basis and recognizes revenue when control of the distinct performance obligation is transferred to the customer.

For example, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer.

The portion of the contract consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract.

Auditing the Company's recognition of revenue was challenging and complex due to the effort required to assess the Company’s accounting treatment for the relevant terms and conditions of its contracts in accordance with ASC 606.

This also involved judgment to evaluate the determination of the relative standalone selling prices for each distinct performance obligation as well as the timing of recognition of revenue.

How We Addressed the Matter in Our Audit

Among other procedures to evaluate management’s identification of the distinct performance obligations, we read executed contracts for a sample of revenue transactions to understand the contract, the identified promised goods and services in the contract and distinct performance obligations.

To test management’s determination of relative standalone selling price for each performance obligation, we performed audit procedures that included, among others, assessing the appropriateness of the methodology applied, testing the mathematical accuracy of the underlying data and calculations, and testing sample selections to corroborate the data underlying the Company’s calculations.

We also evaluated whether the Company appropriately applied its revenue recognition policy to a sample of revenue transactions to determine whether revenue was recognized in the correct amount and period.

Finally, we assessed the related disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP

1 unchanged sentence

San Jose, California

April 14, 2022

March 30, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Planet Labs PBC

Opinion on Internal Control Over Financial Reporting

We have audited Planet Labs PBC’s internal control over financial reporting as of January 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Planet Labs PBC (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2023, and the related notes and our report dated March 30, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

March 30, 2023

Planet Labs PBC

3 unchanged sentences

Cash and cash equivalents $ 181,892 $ 490,762

Accounts receivable, net 44,373 47,110

Short-term investments 226,868 —

Accounts receivable, net of allowance of $ 1,289 and $ 1,031 , respectively

38,952 44,373

Prepaid expenses and other current assets 27,943 16,385

4 unchanged sentences

Intangible assets, net 14,831 14,197

Restricted cash, non-current 5,743 4,982

Restricted cash and cash equivalents, non-current 5,657 5,743

Operating lease right-of-use assets 20,403 —

Other non-current assets 3,921 2,714

8 unchanged sentences

Liability from early exercise of stock options 12,550 16,135

Convertible notes, at fair value — 8,244

Preferred stock warrant liability — 11,359

Operating lease liabilities, current 4,885 —

Total current liabilities 122,257 132,041

Debt, net of discount — 62,644

Convertible notes, at fair value (1)

Deferred revenue (1)

2 unchanged sentences

Deferred rent — 798

Operating lease liabilities 17,145 —

Contingent consideration 7,499 —

Other non-current liabilities 1,487 1,405

2 unchanged sentences

Stockholders’ equity

Convertible preferred stock, $ 0.0001 par value, 1,500,000 and 160,843,194 shares authorized at January 31, 2022 and 2021, respectively, 0 and 131,252,627 shares issued and outstanding at January 31, 2022 and 2021, respectively, $ 696,415 aggregate liquidation preference at January 31, 2021 (1)

Common stock, $ 0.0001 par value, 570,000,000 , 30,000,000 and 30,000,000 Class A, Class B and Class C shares authorized at January 31, 2022, 237,435,191 and 22,977,599 Class A and Class B shares authorized at January 31, 2021, 241,017,687 and 22,788,611 Class A shares issued and outstanding at January 31, 2022 and 2021, respectively, 21,157,586 Class B shares issued and outstanding at January 31, 2022 and 2021, 0 Class C shares issued and outstanding at January 31, 2022 and 2021 (1)

Common stock, $ 0.0001 par value, 570,000,000 , 30,000,000 and 30,000,000 Class A, Class B and Class C shares authorized at January 31, 2023 and 2022, 250,625,975 and 241,017,687 Class A shares issued and outstanding at January 31, 2023 and 2022, respectively, 21,157,586 Class B shares issued and outstanding at January 31, 2023 and 2022, 0 Class C shares issued and outstanding at January 31, 2023 and 2022 (1)

Additional paid-in capital 1,513,102 1,423,151

6 unchanged sentences

Planet Labs PBC

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations

Year Ended January 31,

3 unchanged sentences

97,248 82,987 87,383

Gross profit (loss) 48,222 25,785 ( 6,657 )

Gross profit 94,008 48,222 25,785

Operating expenses

6 unchanged sentences

Debt extinguishment gain (loss) — ( 1,690 ) 673

Interest income 7,672 21 53

Interest expense — ( 8,772 ) ( 9,447 )

1 unchanged sentence

Other income (expense), net 330 ( 2,248 ) 186

Total other expense, net ( 6,963 ) ( 38,588 ) ( 17,124 )

Total other income (expense), net 14,556 ( 6,963 ) ( 38,588 )

Loss before provision for income taxes ( 161,119 ) ( 135,014 ) ( 126,030 )

1 unchanged sentence

Net loss $ ( 161,966 ) $ ( 137,124 ) $ ( 127,103 )

Other comprehensive loss

Foreign currency translation adjustment, net of tax 327 276 217

Comprehensive loss $ ( 136,797 ) $ ( 126,827 ) $ ( 123,497 )

Basic and diluted net loss per share attributable to common stockholders $ ( 0.61 ) $ ( 1.72 ) $ ( 2.87 )

3 unchanged sentences

Planet Labs PBC

Consolidated Statements of Comprehensive Loss

Year Ended January 31,

(in thousands) 2023 2022 2021

Net loss $ ( 161,966 ) $ ( 137,124 ) $ ( 127,103 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 13 327 276

Change in fair value of available-for-sale securities 162 — —

Other comprehensive income (loss), net of tax 175 327 276

Comprehensive loss $ ( 161,791 ) $ ( 136,797 ) $ ( 126,827 )

See accompanying notes to consolidated financial statements.

Planet Labs PBC

Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

Preferred Stock

Common Stock Additional

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Income Accumulated

Deficit Total

Stockholders’

1 unchanged sentence

Balances at February 1, 2020 131,252,627 $ 13 42,275,420 $ 4 $ 728,929 $ 1,493 $ ( 512,802 ) $ 217,637

Retroactive application of Exchange Ratio 44,653,303 11 14,618,097 3 ( 14 ) — — —

Balances at February 1, 2019 as adjusted 128,613,343 13 42,103,992 4 693,630 1,276 ( 389,088 ) 305,835

Issuance of Series D convertible preferred stock 1,065,594 — — — 10,000 — — 10,000

Issuance of Series D convertible preferred stock in consideration for net assets acquired 1,573,690 — — — 14,772 — — 14,772

Issuance of Class A common stock warrants — — — — 1,624 — — 1,624

4 unchanged sentences

Balances at January 31, 2021 131,252,627 $ 13 43,946,198 $ 4 $ 745,630 $ 1,769 $ ( 639,905 ) $ 107,511

Issuance of Class A common stock warrants — — — — 1,624 — — 1,624

Issuance of Class A common stock from the exercise of common stock options — — 3,671,551 1 9,399 — — 9,400

Stock-based compensation — — — — 14,538 — — 14,538

Change in translation — — — — — 276 — 276

Net loss — — — — — — ( 127,103 ) ( 127,103 )

Balances at January 31, 2021 131,252,627 13 43,946,198 4 745,630 1,769 ( 639,905 ) 107,511

Issuance of Class A common stock from the exercise of common stock options — — 3,671,551 1 9,399 — — 9,400

Issuance of Class A common stock upon vesting of restricted stock units — — 1,425,209 — — — — —

12 unchanged sentences

Balances at January 31, 2022 — $ — 262,175,273 $ 27 $ 1,423,151 $ 2,096 $ ( 777,029 ) $ 648,245

Cumulative effect of adoption of ASU 2016-13 — — — — — — ( 301 ) ( 301 )

Issuance of Class A common stock from the exercise of common stock options — — 7,138,894 — 15,941 — — 15,941

Issuance of Class A common stock upon vesting of restricted stock units — — 3,264,229 — — — — —

Vesting of early exercised stock options — — 367,644 — 3,584 — — 3,584

Class A common stock withheld to satisfy employee tax withholding obligations — — ( 1,162,479 ) — ( 6,337 ) — — ( 6,337 )

Stock-based compensation — — — — 76,873 — — 76,873

Net unrealized gain on available-for-sale securities, net of taxes — — — — — 162 — 162

Other — — — — ( 110 ) — — ( 110 )

Change in translation — — — — — 13 — 13

Net loss — — — — — — ( 161,966 ) ( 161,966 )

Balances at January 31, 2023 — $ — 271,783,561 $ 27 $ 1,513,102 $ 2,271 $ ( 939,296 ) $ 576,104

See accompanying notes to consolidated financial statements.

9 unchanged sentences

75,544 41,956 14,012

Provision for doubtful accounts 45 823 649

Change in fair value of convertible notes and warrant liabilities ( 6,554 ) ( 5,726 ) 30,053

3 unchanged sentences

Impairment of capitalized internal-use software — 1,143 —

Other 52 45 823

Changes in operating assets and liabilities

9 unchanged sentences

Capitalized internal-use software ( 2,320 ) ( 4,618 ) ( 4,030 )

Maturities of available-for-sale securities 55,172 — —

Purchases of available-for-sale securities ( 280,297 ) — —

Business acquisition, net of cash acquired ( 3,821 ) ( 9,620 ) —

3 unchanged sentences

Proceeds from the exercise of common stock options 14,701 10,640 539

Proceeds from the early exercise of common stock options 17,928 — —

Class A common stock withheld to satisfy employee tax withholding obligations ( 6,337 ) ( 5,598 ) —

Proceeds from the early exercise of common stock options — 17,928 —

Proceeds from Business Combination and PIPE Investment, net of transaction costs — 533,164 —

Proceeds from issuance of convertible preferred stock, net — — 10,000

Principal payment of debt — ( 66,950 ) —

2 unchanged sentences

Proceeds from issuance of convertible notes and preferred stock warrant — — 71,125

Other ( 504 ) — —

Net cash provided by financing activities 7,860 489,184 83,940

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,550 ) ( 312 ) ( 38 )

Net increase (decrease) in cash, cash equivalents and restricted cash 420,274 48,801 ( 52,169 )

Cash, cash equivalents and restricted cash at the beginning of the period 76,540 27,739 79,908

Cash, cash equivalents and restricted cash at the end of the period $ 496,814 $ 76,540 $ 27,739

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents ( 402 ) ( 1,550 ) ( 312 )

Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents ( 308,738 ) 420,274 48,801

Cash and cash equivalents, and restricted cash and cash equivalents at the beginning of the period 496,814 76,540 27,739

Cash and cash equivalents, and restricted cash and cash equivalents at the end of the period $ 188,076 $ 496,814 $ 76,540

Planet Labs PBC

Consolidated Statements of Cash Flows

Year Ended January 31,

4 unchanged sentences

Supplemental disclosures of noncash investing and financing activities

Issuance of Class A common for acquisition of business $ 12,854 $ — $ —

Convertible preferred stock issued for acquisition of business $ — $ — $ 14,772

Contingent consideration for business acquisition $ 8,030 $ — $ —

Issuance of Class A common stock for business acquisition $ — $ 12,854 $ —

Conversion of convertible notes to Class A common stock $ — $ 114,354 $ —

Reclassification of convertible preferred stock warrant liabilities converted to Class A common stock warrants $ — $ 23,477 $ —

Exchange of convertible notes $ — $ — $ 10,963

Accrued purchase of property and equipment $ 51 $ 354 $ 522

16 unchanged sentences

on June 24, 2013.

(2) Summary of Significant Accounting Policies

(2) Basis of Preparation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S.

The consolidated financial statements include the accounts of Planet Labs PBC and its wholly-owned subsidiaries.

GAAP”) and include the accounts of Planet Labs PBC and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

10 unchanged sentences

The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Former Planet.

The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have

been retroactively restated based on shares reflecting the exchange ratio of approximately 1.53184 (the “Exchange Ratio”) established in the Business Combination.

The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of approximately 1.53184 (the “Exchange Ratio”) established in the Business Combination.

Since its inception, the Company has incurred net losses and negative cash flows from operations.

1 unchanged sentence

As of January 31, 2023 and 2022, the Company had $ 181.9 million and $ 490.8 million of cash and cash equivalents, respectively.

In connection with the Business Combination and the PIPE Investment on December 7, 2021 (see Note 3), the Company received $ 533.2 million in net proceeds.

Additionally, in connection with the Business Combination, the outstanding principal, accrued interest and repayment fees of $ 67.1 million related to the credit agreement with SVB and Hercules was repaid and the Venture Tranche B loans and the 2020 Convertible Notes converted into shares of the Company’s Class A Common Stock.

Additionally, as of January 31, 2023, the Company had short-term investments of $ 226.9 million which are highly liquid in nature and available for current operations.

There were no short-term investments as of January 31, 2022.

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of convertible notes and warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.

The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowances for credit losses for available-for-sale debt securities and accounts receivable, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of the Company’s common stock prior to the Business Combination and other assumptions used to measure stock-based compensation, the fair value of convertible notes and warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.

These estimates and assumptions are based on management’s best estimates and judgment.

4 unchanged sentences

These estimates and assumptions may change in the future, as new events occur and additional information is obtained.

Cash and Cash Equivalents and Restricted cash

Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.

The Company had restricted cash of $ 6.1 million and $ 5.4 million as of January 31, 2022 and 2021, respectively, which consisted of collateral money market accounts for the Company’s headquarters and other domestic office operating leases of $ 4.2 million and $ 4.3 million, performance guarantees required for the Company’s foreign sales activities of $ 1.6 million and $ 0.9 million, and $ 0.3 million and $ 0.2 million in deposits related to the Company’s foreign operations as of January 31, 2022 and 2021, respectively.

A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of January 31, 2022 and 2021 is as follows:

(in thousands) 2022 2021

Cash and cash equivalents $ 490,762 $ 71,183

Restricted cash, current 309 375

Restricted cash, non-current 5,743 4,982

Total cash, cash equivalents and restricted cash $ 496,814 $ 76,540

Restricted cash o f $ 0.3 million and $ 0.4 million is included in prepaid expenses and other current assets as of January 31, 2022 and 2021, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Short-term investments

The Company’s short-term investments are designated as available-for-sale and are recorded at fair value each reporting period, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics.

Investments with original maturities greater than 90 days and remaining maturities of less than one year are classified within short-term investments on the Company’s consolidated balance sheets.

In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments.

Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of Other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss.

Realized gains and losses on short-term investments are calculated based on the specific identification method and are reclassified from accumulated other comprehensive income (loss) to other income (expense), net on the consolidated statements of operations.

Short-term investments are evaluated for allowances and impairment quarterly.

The Company considers various factors in determining whether an allowance for expected credit losses or an impairment charge should be recognized, such as the credit quality of the issuer, the duration, severity of and the reason for the decline in value, the potential recovery period, and the Company’s intent to sell.

No allowances or impairment charges were recognized during the fiscal year ended January 31, 2023.

There were no short-term investments as of January 31, 2022.

Accounts Receivable and Allowances

Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest.

Accounts receivable are stated net of an estimated allowance for doubtful accounts.

The Company reviews accounts receivable regularly and makes estimates for the allowance for doubtful accounts when it is probable that an amount is uncollectible.

If it is deemed certain that an amount is uncollectible, the amount is written-off.

In evaluating the Company’s ability to collect outstanding receivables, the Company considers many factors, including the age of the balance, the customer’s payment history, creditworthiness, and current economic trends, including considerations for the impact of COVID-19.

The change in the Company’s allowance for doubtful accounts is as follows:

Year Ended January 31,

(in thousands) 2022 2021 2020

Balance, beginning of year $ 1,215 $ 843 $ 5,300

Charges 45 823 649

Write-offs ( 147 ) ( 619 ) ( 4,702 )

Other ( 82 ) 168 ( 404 )

Balance, end of year $ 1,031 $ 1,215 $ 843

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts.

Effective February 1, 2022, the allowance is assessed by applying a historical loss-rate methodology in accordance with ASC Topic 326, Financial Instruments - Credit Losses, adjusted as necessary based on the Company's review of accounts receivable, specifically reviewing factors including the age of the balances, customer payment history, creditworthiness, and other factors.

The Company also considers market conditions and current and expected future economic conditions to inform adjustments to historical loss data.

Expected credit losses are recorded as general and administrative expenses on the consolidated statements of operations.

Fair Value Measurement

7 unchanged sentences

These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.

The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, warrant liabilities and convertible notes.

The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value due to the short time to maturity.

The Company’s convertible notes and warrant liabilities, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy.

The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 5).

These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation.

The Company reassesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained.

The carrying amount of the Company’s debt that was outstanding as of January 31, 2021 approximated fair value as the debt bore a floating rate that approximated the market interest rate.

The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost.

As of January 31, 2022 and 2021, there were no material non-financial assets recorded at fair value.

The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, short-term investments, restricted cash and cash equivalents, accrued liabilities, contingent consideration related to the Salo Sciences acquisition (Note 6), warrant liabilities and convertible notes.

Fair Value Option

The Company elected the fair value option to account for its convertible notes.

The Company recorded the convertible notes at fair value with changes in fair value recorded on the consolidated statement of operations and comprehensive loss (Note 5).

The Company recorded the convertible notes at fair value with changes in fair value recorded on the consolidated statements of operations (Note 5).

The primary reason for electing the fair value option was for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives.

2 unchanged sentences

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable.

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable.

By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties.

The Company’s cash and cash equivalents are deposited in checking and money market accounts with financial institutions in the U.S.

and checking accounts with financial institutions in Canada, Germany, the Netherlands and Singapore that management believes are of high credit quality.

The Company generally does not require collateral to support the obligations of the counterparties and deposits at banks may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries.

The Company has not experienced material losses on its deposits of cash and cash equivalents.

The maximum amount of loss at January 31, 2022 that the Company would incur if parties to cash and money market funds failed completely to perform according to the terms of the contracts is $ 489.9 million.

The Company’s cash, cash equivalents and short-term investments are deposited with or held by financial institutions in the U.S., Canada, Germany, the Netherlands and Singapore.

The Company generally does not require collateral to support the obligations of the counterparties and deposits at financial institutions may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries.

The Company has not experienced material losses on its deposits.

The maximum amount of loss at January 31, 2023 that the Company would incur if parties to cash, cash equivalents, and short-term investments failed completely to perform according to the terms of the contracts is $ 407.9 million.

Accounts receivables are typically unsecured and are derived from revenue earned from customers across various countries.

As of January 31, 2023, one customer accounted for 15 % of accounts receivable.

As of January 31, 2022, four customers accounted for 23 %, 14 %, 12 %, and 10 % of accounts receivable, respectively.

As of January 31, 2021, three customers accounted for 32 %, 18 %, and 12 % of accounts receivable, respectively.

For the fiscal year ended January 31, 2023, one customer accounted for 19 % of revenue.

For the fiscal year ended January 31, 2021, three customers accounted for 12 %, 10 % and 10 %, of revenue.

For the fiscal year ended January 31, 2022, one customer accounted for 11 % of revenue.

The Company’s products require continued approval from the Federal Communications Commission (“FCC”) and other international regulatory agencies for the Company to continue its operations.

There can be no assurance that the Company’s products will continue to receive the necessary approvals or that its operations will be supported by the U.S.

For the fiscal year ended January 31, 2021, three customers accounted for 12 %, 10 % and 10 %, of revenue, respectively.

The Company’s offerings depend on continued and new approvals from the Federal Communications Commission (“FCC”), National Oceanic and Atmospheric Administration (“NOAA”), and other U.S.

and international regulatory agencies for the Company to continue its operations.

There can be no assurance that the Company’s operations will continue to receive the necessary approvals or that such operations will be supported by the U.S.

government or other governments.

15 unchanged sentences

Leasehold improvements lesser of useful life or term of lease

Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable.

Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable.

The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service.

8 unchanged sentences

The change in estimate for this satellite was accounted for prospectively beginning in August 2021.

The effect of these changes in estimate was a net decrease in depreciation expense of $ 17.6 million and a decrease in basic and diluted net loss per share attributable to common stockholders of approximately $ 0.22 for the fiscal year ended January 31, 2022.

The effect of these changes in

estimate was a net decrease in depreciation expense of $ 17.6 million and a decrease in basic and diluted net loss per share attributable to common stockholders of approximately $ 0.22 for the fiscal year ended January 31, 2022.

Capitalized Internal-Use Software Development Costs

2 unchanged sentences

The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material.

The Company amortizes capitalized internal-use software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one to three years based on management’s determination of the duration of time during which the related software will be in use and contributing to the Company’s cash flows.

The Company amortizes capitalized internal-use software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one to four years based on management’s determination of the duration of time during which the related software will be in use and contributing to the Company’s cash flows.

Impairment of Long-Lived Assets

5 unchanged sentences

During the fiscal year ended January 31, 2022, the Company recognized impairment expense of approximately $ 1.1 million relating to capitalized costs for certain internal-use software development projects that were discontinued before the projects were completed.

The impairment expense is included in research and development expenses within the consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2022.

The impairment expense is included in research and development expenses within the consolidated statements of operations for the fiscal year ended January 31, 2022.

Other than as noted above, no events or changes in circumstances indicated the carrying amounts of the Company’s long-lived assets may not be recoverable during the fiscal years ended January 31, 2023, 2022 and 2021.

1 unchanged sentence

The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill.

The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values.

The Company allocates the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquired entity based on their fair values at the acquisition date.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples.

There are different valuation models for each component, the selection of which requires considerable judgment.

There are different valuation models for each component, the selection of which requires judgment.

These determinations will affect the amount of amortization expense recognized in future periods.

6 unchanged sentences

In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount.

Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, the Company would perform a quantitative impairment test.

Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S.

GAAP, the Company proceeds with performing a quantitative impairment test.

Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value.

32 unchanged sentences

Judgment is required to determine the SSP for each distinct performance obligation.

The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the

Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.

The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.

The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products.

10 unchanged sentences

The Company typically bills in advance either quarterly or annually for contracts with terms of one year or longer.

The Company also has a small number of large contracts that have required payment terms that are monthly or quarterly in arrears.

Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied.

3 unchanged sentences

Cost of Revenue

Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved, third party imagery expenses, depreciation of satellites and ground stations, and the amortization of capitalized internal-use software related to creating imagery provided to customers.

Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved, third party imagery expenses, depreciation of satellites and ground stations, amortization of acquired intangibles and the amortization of capitalized internal-use software related to creating imagery provided to customers.

Cost of revenue from professional services consists primarily of employee-related costs associated with providing these services, including costs paid to subcontractors and certain third-party fees.

5 unchanged sentences

The Company continues to iterate its satellites and operations for optimal efficiency and function.

Satellite costs associated with the design, manufacture, launch, and commissioning of experimental satellites or other space related research and development activities are expensed as incurred.

Costs associated with satellite and other space related research and development activities are expensed as incurred.

Funding for the Company’s performance of research and development services under certain arrangements (see Note 9) are recognized as a reduction of research and development expenses based on measurement of progress using the input method.

Sales and Marketing

1 unchanged sentence

Such costs include advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for the Company’s sales and marketing personnel and sales office expenses.

Sales and marketing expenses are

expensed as incurred.

Sales and marketing expenses are expensed as incurred.

Advertising expenses for the fiscal years ended January 31, 2023, 2022 and 2021 were not material.

3 unchanged sentences

General and administrative costs are expensed as incurred.

Leases are reviewed and classified as capital or operating at their inception.

For operating leases, the Company records rent expense on a straight-line basis over the noncancelable lease term and records the difference between the rent paid and the recognition of rent expense as a deferred rent asset or liability.

Rent escalation, rent abatement, or other concessions, such as rent holidays, and landlord or tenant incentives or allowances, are recorded as deferred rent and amortized over the remaining lease term.

The Company is subject to income taxes in the U.S.

13 unchanged sentences

Given the absence of a public market for the Company’s common stock prior to the Business Combination, the board of directors of the Company estimated the fair value of its common stock at the time of each grant of an equity-based award.

The board of directors of the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , to estimate the fair value of its common stock.

Compensation , to estimate the fair value of its common stock.

These estimates and assumptions include numerous objective and subjective factors to determine the fair value of the Company’s common stock at each grant date, including the following factors:

15 unchanged sentences

The Company recognizes forfeitures as they occur.

The Company has granted certain awards, primarily options, that vest based upon a service condition.

The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.

The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock.

The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock.

The assumptions used to determine the fair value of the option awards represent management’s best estimates.

1 unchanged sentence

The Company records stock-based compensation expense for stock options on a straight-line basis over the requisite service period, which is generally four years.

The fair value of the Restricted Stock Units (“RSUs”) is the fair value of the underlying stock at the measurement date.

For awards that are subject to both time-based service and performance conditions (including liquidity events), no expense is recognized until it is probable that the vesting criteria would be met.

Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.

The fair value of Restricted Stock Units (“RSUs”) is the fair value of the underlying stock at the measurement date.

For RSU awards that are subject only to a time-based service vesting requirement, the Company records stock-based compensation expense on a straight-line basis over the requisite service period, which is generally four years.

For RSU awards that are subject to both time-based service and performance condition (including liquidity event) vesting requirements, no expense is recognized until it is probable that the vesting criteria would be met.

Stock-based compensation expense for RSU awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.

Pursuant to the Merger Agreement for the Business Combination, Former Planet equity holders, including Former Planet equity award holders, have the right to receive earn-out consideration (the “Earn-out Shares”).

The Earn-out Shares may be earned in four equal tranches based on market condition vesting requirements.

The Earn-out Shares may be earned in four equal tranches based on market condition vesting requirements (see Note 3).

The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation, because service must be provided through each market condition vesting requirement.

The fair value of the Earn-out Shares allocated to Former Planet equity award holders was determined upon the close of the Business Combination which will be recognized as stock-based compensation expense over the requisite service period.

The fair value of the Earn-out Shares allocated to Former Planet equity award holders was determined upon the close of the Business Combination which is recognized as stock-based compensation

expense over the requisite service period.

Compensation expense for awards with market conditions is not reversed if the market condition is not met.

1 unchanged sentence

This valuation model requires inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility.

The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the

measurement date.

The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the measurement date.

The risk-free interest rate assumption is determined by using the U.S.

1 unchanged sentence

The Company’s volatility was derived from several publicly traded peer companies.

The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information.

The Company had historically been a private company and lacked sufficient company-specific historical and implied volatility information.

Therefore, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

1 unchanged sentence

Public and Private Placement Warrant Liabilities

In connection with dMY IV’s initial public offering, which occurred on March 9, 2021, dMY IV issued 34,500,000 units, consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, at a price of $ 10.00 per unit.

Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per share, subject to adjustment (the “Public Warrants”).

Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at a purchase price of $ 1.50 per warrant (the “Private Placement Warrants”).

Each Private Placement Warrant is exercisable for one share of Class A common stock at $ 11.50 per share.

Subsequent to the Business Combination and as of January 31, 2022, there were 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants outstanding.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, including the Class A common stock issuable upon exercise, are not transferable, assignable or salable until 30 days after the closing of the Business Combination (except in limited circumstances) and are not redeemable by the Company so long as they are held by the dMY Sponsor or its permitted transferees.

Additionally, the dMY Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

If the Private Placement Warrants are held by holders other than the dMY Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Additionally, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 2,966,667 of the Private Placement Warrants are subject to vesting conditions (the “Private Placement Vesting Warrants”).

The Private Placement Vesting Warrants vest in four equal tranches (i) when the closing price of 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 December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 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 Private Placement Vesting Warrants that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration.

The Company evaluated the Public and Private Placement common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity.

Specifically, the exercise of the Public and Private Placement common stock warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders.

As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity.

Since the Public and Private Placement common stock warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date.

See Note 13 for further details relating to the Public Warrants and Private Placement Warrants.

The Company evaluated the Public Warrants and Private Placement Warrants, which are warrants for Class A common stock, under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity.

Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders.

As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the warrants do not meet the conditions to be classified in equity.

Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date.

The Public Warrants are traded on the NYSE and are recorded at fair value using the closing price as of the measurement date.

The fair value of the Private Placement Warrants (excluding the Private Placement Vesting Warrants) was estimated using the Black-Scholes option pricing model.

Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market

condition targets may not be satisfied.

The fair value of the Private Placement Warrants (excluding the Private Placement Vesting Warrants) are estimated using the Black-Scholes option pricing model.

Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants are estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied.

These valuation models require inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility.

2 unchanged sentences

Treasury rates of the same period as the expected term of the Private Placement Warrants, which is 5 years from the closing of the Business Combination.

The Company has historically been a private company and lacked sufficient company-specific historical and implied volatility information.

Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

Changes in these assumptions can materially affect the estimate of the fair value of these instruments and ultimately change in fair value of Private Placement Warrants.

The Company had historically been a private company and lacked sufficient company-specific historical and implied volatility information.

Therefore, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

Preferred Stock Warrants

5 unchanged sentences

As such, the Series B preferred stock warrants and Series D preferred stock warrants were recognized as liabilities and recorded at fair value.

The change in fair value of these warrants was recognized at each reporting date in the consolidated statement of operations and comprehensive loss.

See Note 5 for a discussion of the fair value methodology and assumptions and Note 9 for details of the terms of the Series B and Series D preferred stock warrants.

The change in fair value of these warrants was recognized at each reporting date in the consolidated statements of operations.

Upon the closing of the Business Combination, all Series B preferred stock warrants converted into warrants for Class A common stock warrants and were exercised.

11 unchanged sentences

dollars at the exchange rate in effect at the balance sheet date.

Translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity.

Translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity.

Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction.

Monetary assets and liabilities are subject to remeasurement at the exchange rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included within other income (expense), net in the consolidated statement of operations and comprehensive loss.

Foreign currency gain (loss) was $( 0.5 ) million, $( 0.5 ) million and $ 0.3 million for the years ended January 31, 2023, 2022 and 2021, respectively.

6 unchanged sentences

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

The Company considered all series of its convertible preferred stock to be participating securities.

Net loss is attributed to common stockholders and participating securities based on their participation rights.

Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights.

The Company considered all series of its

convertible preferred stock to be participating securities prior to their conversion into shares of Class A common stock in connection with the Business Combination.

Net loss attributable to common stockholders was not allocated to the convertible preferred stock as the holders of the convertible preferred stock did not have a contractual obligation to share in any losses.

2 unchanged sentences

Such Class A common stock warrants were not contingently exercisable and the common stock of the Company was issued for little or no consideration, as such the shares underlying these Class A common stock warrants were considered outstanding in the denominator in the calculation of basic net loss per share attributable to common stockholders from the issuance date of such Class A common stock warrants.

Diluted loss per share attributable to common stockholders adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible notes, warrants, stock options, restricted stock units, Earn-out Shares and dMY Sponsor Earn-out Shares.

For the years ended January 31, 2022, 2021 and 2020, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Emerging Growth Company

The Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) allows an emerging growth company (“EGC”) to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies.

The Company is an EGC and has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

The adoption dates discussed below, within the Recently Issued Accounting Pronouncements section, reflect this election.

Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period.

For the fiscal years ended January 31, 2023, 2022 and 2021, all potentially dilutive securities were antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13— Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement .

Under the new guidance, the amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption.

All other amendments should be applied retrospectively to all periods presented upon their effective date.

The Company adopted this guidance as of February 1, 2020.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) , which clarifies the accounting for implementation costs in cloud computing arrangements.

The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808):

Clarifying the Interaction between Topic 808 and Topic 606 , which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue standard, ASU 2014-09 (codified in ASC 606).

The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU No.

2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases .

This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.

Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840.

Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

Entities may elect to apply either approach.

There are also a number of optional practical expedients that entities may elect to apply.

The Company expects to adopt the standard using the alternative transition method, is currently assessing the impact of this standard on its consolidated financial statements, and expects to report increased right-of-use assets and lease liabilities in connection with adopting this standard as of February 1, 2022.

In February 2016, the FASB issued ASU 2016-02, Leases (“ Topic 842 ”), which supersedes the guidance in former ASC 840, Leases .

The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

A lessee is also required to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.

Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under Topic 840.

The Company adopted Topic 842 effective February 1, 2022 and applied the new guidance prospectively utilizing the modified retrospective approach.

Comparative periods prior to the effective date were not adjusted and continue to be reported in accordance with the previous lease guidance under Topic 840.

The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs.

Upon adoption, the Company recognized ROU assets and lease liabilities for operating leases of $ 8.4 million and $ 11.4 million, respectively.

The difference between the ROU assets and lease liabilities resulted from deferred rent liability balances that were reclassified to ROU assets upon adoption.

The Company currently has no finance leases.

The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit, did not impact the Company’s previously reported financial results and did not impact the Company’s consolidated statements of operations and comprehensive loss.

Additionally, the adoption of Topic 842 had no impact on cash provided by or used in operating, investing or financing activities on the Company’s consolidated statements of cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (“ Topic 326 ”):

Measurement of Credit Losses on Financial Instruments, which was codified with its subsequent amendments as ASC 326 .

ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date.

The amendments require an entity to replace the incurred loss impairment methodology in current U.S.

GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The Company expects to adopt this updated guidance as of February 1, 2022.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

Measurement of Credit Losses on Financial Instruments , which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, available-for-sale debt securities, and other instruments that are not measured at fair value through net income.

The Company adopted the new guidance effective February 1, 2022 utilizing the modified retrospective transition method and recorded a $ 0.3 million adjustment to the beginning accumulated deficit balance to reflect the cumulative effect of the accounting change.

The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test.

2 unchanged sentences

Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

The standard is expected to be effective for the Company on February 1, 2023, and early adoption is permitted.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature.

As a result, entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met.

The elimination of these models will reduce non-cash interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06.

Additionally, ASU 2020-06 requires the application of the if- converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments.

The standard is expected to be effective for the Company on February 1, 2024, and early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

The Company adopted ASU 2017-04 effective February 1, 2022 which did not impact the Company’s consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes ( “Topic 740” ):

1 unchanged sentence

It also clarifies and simplifies other aspects of the accounting for income taxes.

The Company expects to adopt this standard as of February 1, 2022.

The adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

The Company adopted ASU 2019-12 effective February 1, 2022, which did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an entity to apply guidance in ASC 606, Revenue from Contracts with Customers to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination as if the entity had originated the contracts.

The Company adopted ASU 2021-08 effective February 1, 2022, which did not have a material impact on the Company’s consolidated financial statements and related disclosures.

(3) Business Combination

35 unchanged sentences

Business Combination and PIPE Investment, net $ 478,457

(1) Excludes $ 2.2 million of transaction costs incurred attributable to the Public Warrants and Private Placement Warrants, which were recorded within other income (expense), net in the consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2022.

The number of shares of the Company’s common stock outstanding immediately following the consummation of the Business Combination and related transactions is as follows:

11 unchanged sentences

Deferred Revenue

During the fiscal years ended January 31, 2022, 2021 and 2020, the Company recognized revenue of $ 55.2 million, $ 34.7 million and $ 35.1 million, respectively, that had been included in deferred revenue as of January 31, 2021, January 31, 2020 and February 1, 2019, respectively.

During the fiscal years ended January 31, 2023, 2022 and 2021, the Company recognized revenue of $ 63.2 million, $ 55.2 million and $ 34.7 million, respectively, that had been included in deferred revenue as of January 31, 2022, January 31, 2021 and January 31, 2020, respectively.

Remaining Performance Obligations

3 unchanged sentences

The Company expects to recognize approximately 75 % of the remaining performance obligation over the next 12 months, approximately 98 % of the remaining obligation over the next 24 months, and the remainder thereafter.

Remaining performance obligations do not include unexercised contract options, firm orders where funding has not been appropriated and contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty.

Disaggregation of Revenue

6 unchanged sentences

Total revenue $ 191,256 $ 131,209 $ 113,168

No single country other than the U.S.

accounted for more than 10% of revenue for the fiscal year ended January 31, 2022.

No single country other than the U.S.

and Canada accounted for more than 10% of revenue for the years ended January 31, 2021 and 2020.

No single country in the Rest of World accounted for more than 10% of revenue for the fiscal years ended January 31, 2023, 2022, and 2021.

Costs to Obtain and Fulfill a Contract

20 unchanged sentences

Money market funds $ 72,382 $ — $ —

Restricted cash:

Commercial paper — 999 —

Restricted cash equivalents:

money market funds 5,486 — —

Short-term investments:

Treasury securities 59,433 — —

Commercial paper — 19,849 —

Corporate bonds — 139,589 —

government agency securities — 7,997 —

Total assets $ 137,301 $ 168,434 $ —

1 unchanged sentence

Private Placement Warrants — — 9,701

Contingent consideration for acquisition of business — — 8,030

Total liabilities $ 6,969 $ — $ 17,731

3 unchanged sentences

money market funds $ 470,066 $ — $ —

Restricted cash:

Restricted cash equivalents:

money market funds 5,875 — —

Total assets $ 475,941 $ — $ —

Convertible notes — — 101,212

Preferred stock warrant liability — — 11,359

Public Warrants $ 10,764 $ — $ —

Private Placement Warrants — — 12,460

Total liabilities $ 10,764 $ — $ 12,460

The fair value of cash held in banks and accrued liabilities approximate the stated carrying value due to the short time to maturity and are excluded from the tables above.

Money Market Funds

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

There were no realized or unrealized gains or losses on money market funds for the fiscal years ended January 31, 2022, 2021 and 2020.

Short-term Investments

The fair value of the Company’s short-term investments classified within Level 2 are valued using third-party pricing services.

The pricing services utilize industry standard valuation models.

Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data.

Public and Private Placement Warrants

The Public Warrants were classified within Level 1 as they are publicly traded and had an observable market price in an active market.

The Public Warrants are classified within Level 1 as they are publicly traded and had an observable market price in an active market.

The Private Placement Warrants (excluding the Private Placement Vesting Warrants) were valued based on a Black-Scholes option pricing model.

Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied.

The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies.

The expected volatility inputs utilized for the fair value measurements of the Private Placement Warrants upon the closing of the Business Combination and as of January 31, 2022 were 55.0 % and 60.0 %, respectively.

The following is a rollforward of balances for the Private Placement Warrants for the fiscal year ended January 31, 2022:

Due to the market condition vesting requirements, the fair value of the Private

Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied.

The Private Placement Warrants are collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies.

The expected volatility inputs utilized for the fair value measurements of the Private Placement Warrants as of January 31, 2023 and 2022 were 70.0 % and 60.0 %, respectively.

The following is a rollforward of balances for the Private Placement Warrants for the fiscal years ended January 31, 2023 and 2022:

(in thousands) Private Placement Warrants

2 unchanged sentences

Fair value as of January 31, 2022 $ 12,460

Change in fair value ( 2,759 )

Fair value as of January 31, 2023 $ 9,701

Contingent consideration for acquisition of business

The Company recorded contingent consideration liabilities in connection with its acquisition of Salo Sciences, Inc.

on January 3, 2023 (see Note 6).

The Company measures the fair value of the contingent consideration liabilities based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy.

The fair value of the contingent consideration liability for the technical milestone payments is determined based on the present value of the probability-weighted payments for each of the milestones.

The significant unobservable inputs used in the fair value measurement are management’s estimate of the probability to achieve the technical milestone criteria and the discount rate.

The fair value of the contingent consideration liability for customer contract earnout payments is determined using a Monte Carlo simulation.

The fair value estimate involves a simulation of future customer contract cash collections during the four-year performance period, the probability of entering into contracts with the named customers and discounting the probability-weighed earnout payments to present value.

The significant unobservable inputs used in the fair value measurement are management’s estimate of obtaining the customer contracts, including probabilities, timing and contract values, and management’s estimate of the discount rate.

The aggregate fair value of the contingent consideration liabilities as of January 31, 2023 was $ 8.0 million, consisting of $ 4.4 million for the technical milestone payments and $ 3.6 million for the customer contract earnout payments.

The current portion of the contingent consideration liabilities are included in accrued and other current liabilities on the Company’s consolidated balance sheets.

The change in fair value between the acquisition date and January 31, 2023 was immaterial and no payments were made for the contingent consideration arrangements during the fiscal year ended January 31, 2023.

Convertible notes

18 unchanged sentences

Issuance 68,529

Change in fair value ( 159 )

Fair value as of January 31, 2020 10,804

Issuance 68,529

Extinguishment ( 3,260 )

26 unchanged sentences

Fair value as of February 1, 2020 3,849

Change in fair value ( 48 )

Fair value as of January 31, 2020 3,849

Issuance 2,596

4 unchanged sentences

Fair value as of January 31, 2022 $ —

(6) Acquisition

As of January 31, 2023 and 2022, there were no material non-financial assets recorded at fair value.

(6) Acquisitions

Salo Sciences

On January 3, 2023, the Company acquired all of the equity interest of Salo Sciences, Inc.

(“Salo”), a climate technology company that provides solutions to measure Earth’s ecosystems.

The acquisition allows the Company to further develop its offerings and enable customers to quantify carbon stocks globally, monitor forest change, and mitigate climate risks.

The fair value of the consideration transferred on the acquisition date was $ 11.8 million, consisting of $ 3.8 million in cash, net of cash acquired and $ 8.0 million of liabilities recognized for contingent consideration arrangements.

The following table summa rizes the fair value of the assets acquired and liabilities assumed at the date of acquisition:

(in thousands) January 3, 2023

Net Assets Acquired

Goodwill $ 9,529

Identifiable intangible assets acquired

Customer relationships 984

Developed technology 2,061

Accounts receivable 1,572

Deferred revenue (1) ( 1,567 )

Other net working capital acquired, net of cash acquired 25

Deferred tax liability ( 755 )

Total purchase consideration 11,849

(1) Deferred revenue represents contract liabilities assumed by the Company for contracts with customers acquired in the acquisition.

The Company applied the guidance in ASC 606, Revenue from Contracts with Customers to recognize and measure the deferred revenue on the acquisition date.

The identifiable intangible assets were measured at fair value.

The developed technology was valued using the royalty method under the income approach.

The customer relationships were valued using the excess earnings method under the income approach.

These models primarily utilized Level 3 inputs, including estimated projections of revenues and expenses, estimated discount rates, and with respect to the developed technology, an estimated royalty rate.

The customer relationships were assigned an estimated useful life of 5 years and the developed technology was assigned an estimated useful life of 7 years.

The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of Salo into the Company and the combination of Salo’s solutions with the Company’s existing products.

The goodwill is not deductible for tax purposes.

The financial results of Salo are included in the consolidated financial statements from the date of acqui sition.

Acquisition-related costs associated with this transaction were not material.

Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements.

The purchase agreement for the Salo acquisition includes two contingent consideration arrangements.

One arrangement contingently obligates the Company to make payments based on the achievement of certain technical milestones relating to the integration of Salo.

The other arrangement contingently obligates the Company to make earnout payments based on the amount of cash collected by the Company under certain of Salo’s existing and prospective customer contracts.

The technical milestone payments consist of two equal milestone payments for aggregate payments of up to $ 6.5 million.

The first milestone payment becomes payable if certain technical milestones are achieved within the first two years following the closing of the acquisition and the second milestone payment becomes payable if certain additional technical milestones are achieved within the first four years following the closing of the acquisition.

Each of the payments becomes payable following the end of respective performance periods.

The customer contract earnout payments are paid on the basis of 80% of cash collected by the Company under certain of Salo’s existing and prospective customer contracts during the first four years following the closing of the acquisition with such payments made on quarterly basis following collections under the customer contracts.

The maximum amount payable for the earnout payments is $ 10.4 million.

The aggregate fair value of the contingent consideration liabilities on the acquisition date was determined to be $ 8.0 million, consisting of $ 4.4 million for the technical milestone payments and $ 3.6 million for the customer contract earnout payments.

The Company will continue to measure the contingent consideration liabilities at fair value each reporting period until the earlier of when the full amounts have been paid or the measurement period for

each of the arrangements has ended.

See Note 5 for details of the fair value measurement for the contingent consideration liabilities.

On December 13, 2021, the Company acquired all of the equity interest of VanderSat B.V.

1 unchanged sentence

The purpose of the acquisition was to allow the Company to a ccelerate its position in agriculture and continue to mature its offerings in other verticals including insurance, civil government, and finance.

The fair value of the consideration transferred was $ 22.8 million, consisting of $ 9.6 million in cash, net of cash acquired, $ 12.9 million in Class A common stock valued at $ 9.47 per share based on the quoted closing price of the Company’s Class A common stock, and a contingent consideration liability of $ 0.3 million.

The acquisition date fair value of the consideration transferred was $ 22.8 million, consisting of $ 9.6 million in cash, net of cash acquired, $ 12.9 million in Class A common stock valued at $ 9.47 per share based on the quoted closing price of the Company’s Class A common stock, and a contingent consideration liability of $ 0.3 million.

In connection with the acquisition, the Company issued 1,900,739 shares of its Class A common stock, of which 1,357,348 shares were accounted for as purchase consideration.

19 unchanged sentences

Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements.

The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, and certain ground station service agreements that convey the right to control the use of specified equipment and facilities.

The Company assesses whether each lease is an operating or finance lease at the lease commencement date.

As of January 31, 2023, the Company has no finance leases.

The Company’s lease agreements do not contain residual value guarantees or material restrictive covenants.

Certain of the Company’s leases include escalation clauses, options to renew and options for early termination.

The Company utilizes the base, non-cancelable period as the lease term when initially recognizing right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised.

Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term.

The Company does not separate lease and non-lease components for its operating leases.

Operating lease costs were $ 6.6 million for the fiscal year ended January 31, 2023.

Variable lease expenses, short-term lease expenses and sublease income were immaterial for the fiscal year ended January 31, 2023.

Operating cash flows from operating leases were $ 7.9 million for the fiscal year ended January 31, 2023.

Right of use assets obtained in exchange for operating lease liabilities were $ 17.8 million for the fiscal year ended January 31, 2023.

Maturities of operating lease liabilities as of January 31, 2023 were as follows:

(in thousands)

Fiscal Year 2024 $ 6,355

Thereafter 19

Total lease payments $ 25,082

Imputed interest ( 3,052 )

Total lease liabilities $ 22,030

Weighted average remaining lease term (years) 3.5

Weighted average discount rate 7.6 %

As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term.

The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

To determine the incremental borrowing rate, the Company references market yield curves which are risk-adjusted to approximate a collateralized rate.

As of January 31 , 2023 , the Company had additional leases for ground station equipment that had not yet commenced totaling $ 8.4 million and therefore are not reflected on the consolidated balance sheet and table above.

These leases are expected to commence between fiscal year 2024 and fiscal year 2025 with lease terms of 5 years.

In accordance with ASC Topic 840, rent expense for the fiscal years ended January 31, 2022 and 2021, net of sublease income of $ 0.3 million and $ 1.3 million, respectively, was $ 3.1 million and $ 3.0 million, respectively.

(8) Balance Sheet Components

Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents

Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.

The Company had restricted cash and cash equivalents balances of $ 6.2 million and $ 6.1 million as of January 31, 2023 and 2022, respectively.

The restricted cash and cash equivalents balances as of January 31, 2023 primarily consisted of $ 4.1 million of collateral money market investments for the Company’s headquarters and other

domestic office operating leases and $ 1.8 million of performance guarantees required for the Company’s foreign sales activities.

The restricted cash and cash equivalents balances as January 31, 2022 primarily consisted of $ 4.2 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases and $ 1.6 million of performance guarantees required for the Company’s foreign sales activities.

A reconciliation of the Company’s cash and cash equivalents, and restricted cash and cash equivalents in the consolidated balance sheets to total cash and cash equivalents, and restricted cash and cash equivalents in the consolidated statements of cash flows as of January 31, 2023 and 2022 is as follows:

(in thousands) 2023 2022

Cash and cash equivalents $ 181,892 $ 490,762

Restricted cash and cash equivalents, current 527 309

Restricted cash and cash equivalents, non-current 5,657 5,743

Total cash and cash equivalents, and restricted cash and cash equivalents $ 188,076 $ 496,814

The current restricted cash and cash equivalents balances as of January 31, 2023 and 2022 are included in prepaid expenses and other current assets.

Short-term Investments

Short-term investments consisted of the following as of January 31, 2023:

Gross Unrealized

(in thousands) Cost or Amortized Cost Gains Losses Fair Value

U.S Treasury securities $ 59,255 $ 296 $ ( 118 ) $ 59,433

Commercial paper 19,744 105 — 19,849

Corporate bonds 139,644 34 ( 89 ) 139,589

government agency securities 8,063 — ( 66 ) 7,997

Total short-term investments $ 226,706 $ 435 $ ( 273 ) $ 226,868

The following table summarizes the contracted maturities of the Company’s short-term investments as of January 31, 2023:

January 31, 2023

(in thousands) Amortized Cost Fair Value

Due in 1 year or less $ 124,068 $ 124,234

Due in 1-2 years 102,638 102,634

$ 226,706 $ 226,868

There were no short-term investments as of January 31, 2022.

Property and Equipment, Net

10 unchanged sentences

* Satellites include $ 13.8 million and $ 13.7 million of satellites in process and not placed into service as of January 31, 2023 and 2022, respectively.

There was no interest expense associated with manufactured satellites for the fiscal year ended January 31, 2023.

Interest expense associated with manufactured satellites was not material for the fiscal years ended January 31, 2022 and 2021.

16 unchanged sentences

$ 11,417 $ 10,768

There was no interest expense associated with capitalized internal-use software costs for the fiscal year ended January 31, 2023.

Interest expense associated with capitalized internal-use software costs was not material for the fiscal years ended January 31, 2022 and 2021.

28 unchanged sentences

End of period $ 112,748 $ 103,219

Prepaid Expenses and Other Assets

Prepaid expenses and other current assets consist of the following:

(in thousands) 2022 2021

Prepaid tax and withholding tax receivables $ 932 $ 1,761

Prepaid satellite launch services 300 —

Deferred commissions 1,375 1,030

Deposits 846 667

Restricted cash 309 375

Prepaid directors’ and officers’ liability insurance 4,757 —

Other prepayments and receivables 7,866 3,301

Total prepaid expenses and other current assets $ 16,385 $ 7,134

Other non-current assets consist of the following:

(in thousands) 2022 2021

Deferred commissions $ 1,083 $ 1,697

Prepaid satellite launch services 1,373 772

Other non-current assets 258 515

Total other non-current assets $ 2,714 $ 2,984

Accrued and Other Current Liabilities

1 unchanged sentence

(in thousands) 2023 2022

Deferred R&D service liability (1)

$ 21,878 $ 8,208

Deferred R&D service liabilities (see Note 9) $ 19,959 $ 21,878

Payroll and related expenses 8,518 6,007

Customer payable (2)

Deferred hosting costs 4,694 3,967

Deferred rent — 2,193

Accrued interest payable — 616

Withholding taxes and other taxes payable 2,272 3,731

1 unchanged sentence

Total accrued and other current liabilities $ 46,022 $ 48,823

(9) Research and Development Arrangements

Research and Development Services Agreement

In December 2020, the Company entered into a development services agreement whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “ R&D Services Agreement ”).

The R&D Services Agreement is unrelated to the Company’s ordinary business activities and originally provided for a fee of $ 40.2 million, to be paid to the Company as specified milestones are achieved over a three year period.

In November 2021, the R&D Services Agreement was amended to increase the fee to $ 45.2 million.

The R&D Services Agreement, including subsequent amendments to such agreement, provides for funding of $ 45.8 million to be paid to the Company as specified milestones are achieved over a three year period.

The R&D Services Agreement is unrelated to the Company’s ordinary business activities.

The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property.

1 unchanged sentence

therefore, the arrangement is accounted for as funded research and development pursuant to ASC 730-20, Research and Development .

As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method.

During the fiscal year ended January 31, 2022, the Company recognized $ 4.7 million of fees and incurred $ 4.8 million research and development expenses in connection with the R&D Services Agreement.

The activity for the fiscal year ended January 31, 2021 was immaterial.

As of January 31, 2022 and 2021, the Company had received a total of $ 26.7 million and $ 8.3 million, respectively, under the R&D Services Agreement.

The deferred R&D service liability was $ 21.9 million and $ 8.2 million as of January 31, 2022 and 2021, respectively.

(2) Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement.

The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.

As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is recognized over the agreement term as a reduction of research and development expenses based on a cost incurred method.

During the fiscal years ended January 31, 2023 and 2022, the Company recognized $ 15.6 million and $ 4.7 million of funding and incurred $ 15.6 million and $ 4.8 million of research and development expenses, respectively, in connection with the R&D Services Agreement.

As of January 31, 2023 and 2022, the Company had received a total of $ 36.3 million and $ 26.7 million, respectively, of funding under the R&D Services Agreement.

NASA Communication Services Project

In connection with its Communication Services Project (“CSP”), the National Aeronautics and Space Administration (“NASA”) selected certain satellite communications providers that NASA will fund to develop and demonstrate near-Earth space communication services that may support future NASA missions using commercial technology.

In June 2022 and August 2022, the Company entered into separate agreements with two of the satellite communications providers selected by NASA whereby the Company agreed to participate in the NASA CSP as a subcontractor.

The agreements provide for the Company to receive aggregate funding of $ 40.5 million to be paid as milestones are completed.

The Company determined that the agreements are in the scope of ASC 912-730, Contractors –Federal Government – Research and Development (“ASC 912-730”).

In accordance with ASC 912-730, funding is recognized over the term of each agreement as a reduction of research and development expenses based on a cost incurred method.

During the fiscal year ended January 31, 2023, the Company recognized $ 3.0 million of funding and incurred $ 3.8 million of research and development expenses, respectively, in connection with the NASA CSP.

As of January 31, 2023, the Company had received a total of $ 6.5 million of funding in connection with the NASA CSP.

(10) Commitments and Contingencies

The Company leases office space under various noncancelable operating leases with varying lease expiration dates through 2024.

Certain leases contain renewal options for the Company to extend the lease term and escalation clauses.

Rent expense for the fiscal years ended January 31, 2022, 2021 and 2020, net of sublease income of $ 0.3 million, $ 1.3 million and $ 1.3 million, respectively, was $ 3.1 million, $ 3.0 million and $ 3.8 million, respectively.

Future minimum lease payments under noncancelable office leases as of January 31, 2022 are as follows:

(in thousands)

Total minimum lease payments $ 7,088

Launch and Ground Station Services

The Company has purchase commitments for future satellite launch services and ground station services, including leases, to be performed by third- parties subsequent to January 31, 2022.

Future purchase commitments under noncancelable launch service and ground station service contracts as of January 31, 2022 are as follows:

(in thousands) Launch Ground

2023 $ 1,025 $ 2,406

2024 1,200 985

Thereafter — —

Launch Services

The Company has purchase commitments for future satellite launch services to be performed by third-parties subsequent to January 31, 2023.

Future purchase commitments under noncancelable launch service contracts as of January 31, 2023 are as follows:

(in thousands) Launch

Total purchase commitments $ 475

The Company has minimum purchase commitments for hosting services from Google through January 31, 2028.

Future minimum purchase commitments under the noncancelable hosting service agreement as of January 31, 2022 is as follows:

The Company has minimum purchase commitments for hosting services from Google through January 31, 2028 (see Note 14).

Future minimum purchase commitments under the noncancelable hosting service agreement with Google as of January 31, 2023 is as follows:

(in thousands)

2024 $ 28,050

Thereafter 33,427

Total purchase commitments $ 155,512

13 unchanged sentences

(11) Debt, Convertible Notes, and Warrants

Venture Loans

In November 2014, the Company entered into a secured term loan agreement with Venture Lending & Leasing, Inc.

(“ Venture ”), an affiliate of Western Technology Investment, for a $ 25.0 million loan with an interest rate of 11.0 % per annum (the prime rate plus 7.75 %, minimum of 11.0 %).

(“ Venture ”), an affiliate of Western Technology Investment, for a $ 25.0 million loan.

The Company drew the full amount under the loan agreement, which was fully repaid in March 2019.

Loan fees associated with entering into the agreement were not material.

In connection with the loan, the Company issued warrants to Venture for the purchase of up to 761,340 shares of Series B convertible preferred stock.

The terms and conditions of the warrants are dependent upon future rounds of preferred financing for which the exercise price is either the price per share of the Company’s Series B convertible preferred stock issued (Note 10), or the price for preferred stock in subsequent fundraising rounds, at Venture’s option (the price payable is subject to adjustment for certain events such as the subdivision or combination of common stock, if dividends are declared by the Company, or if there is a change of control of the Company).

The warrants may be exercised by Venture at any time until March 1, 2025, unless all other preferred stock issued by the Company has been converted into common stock, in which case the warrants automatically convert into common stock at a price not less than $ 9.3844 per share.

Venture is also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation.

The proceeds of the debt issuance were allocated first to the warrants based on their fair value with the residual proceeds being allocated to debt.

The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $ 0.6 million which was being amortized as interest expense over the term of the loan using the effective interest method.

In connection with the loan, the Company

issued warrants to Venture for the purchase of up to 761,340 shares of Series B convertible preferred stock which were exercisable at any time until March 1, 2025, unless all other preferred stock issued by the Company had been converted into common stock, in which case the warrants automatically converted into common stock at a price not less than $ 9.3844 per share.

In connection with the Business Combination (see Note 3), the Series B convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis resulting in the issuance of 761,340 shares of Class A common stock.

1 unchanged sentence

Each loan bore an interest rate of 11.0 % per annum.

The Company drew down $ 25.0 million ($ 12.5 million from each of the two 2017 loans) in May 2017 which matures in November 2021, with the remaining $ 25.0 million ($ 12.5 million from each of the two 2017 loans) which matures in August 2022 drawn down in February 2018.

Loan fees associated with entering into the agreement were not material.

Under the terms of the 2017 loan agreements, the Company was required to make majority interest-only payments until May 2019 (with nominal amounts for principal repayments) for the first $ 25.0 million that was drawn down in May 2017 and majority interest-only payments until February 2020 (with nominal amounts for principal repayments) for the remaining $ 25.0 million that was drawn in February 2018.

Material repayment of the principal amount outstanding for the first $ 25.0 million drawn was to begin in June 2019, payable in thirty monthly installments;

and repayment of the remaining $ 25.0 million drawn was to begin in March 2020, also payable in thirty monthly installments.

In connection with the 2017 loans, the Company issued warrants to Venture for the purchase of up to 372,957 and 372,957 shares of Series D convertible preferred stock for the loan amounts drawn in 2018 and 2017, respectively.

The terms and conditions of the warrants are dependent upon future rounds of preferred equity financing for which the exercise price is either the price per share of the Company’s Series D convertible preferred stock issued (Note 10), or the price for preferred stock in subsequent fundraising rounds, at Venture’s option (the price payable is subject to adjustment for certain events such as the subdivision or combination of common stock, if dividends are declared by the Company, or if there is a change of control of the Company).

The warrants may be exercised by Venture at any time until April 1, 2028, unless all other preferred stock issued by the Company has been converted into common stock, in which case the warrants automatically convert into common stock at a price not less than $ 9.3844 per share.

Venture is also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation.

The proceeds of debt issuance were allocated first to the warrants based on their fair value with the residual proceeds being allocated to debt.

The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $ 0.6 million and $ 0.6 million for the amounts

drawn in 2018 and 2017, respectively (which was being amortized as interest expense over the terms of the 2017 loans using the effective interest method).

In connection with the Business Combination (see Note 3), the Series D convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis, resulting in the issuance of 745,914 shares of Class A common stock.

Borrowings under the loans from Venture were collateralized by certain assets of the Company, including its internally developed technology.

The Venture loan agreements included customary events of default, including failure to pay amounts due, breaches of covenants and warranties, certain judgments and judicial actions against the Company, material adverse effect events, cross default and insolvency.

If an event of default occurs, Venture could require immediate repayment of all amounts due.

In June 2019, the Company paid the remaining $ 49.0 million of outstanding balance of the 2017 loans from Venture in cash.

In connection with the repayment, the Company issued subordinated debt to Venture (“ Tranche B ”, see below) representing a prepayment penalty, with a nominal value and a fair value of the debt upon issuance of $ 8.6 million and $ 11.0 million, respectively.

As a result, the Company recognized $ 11.5 million of debt extinguishment loss, representing the unamortized debt discount balance of $ 0.5 million, as well as the fair value of the subordinated debt of $ 11.0 million and the amount was included in the Company’s consolidated statement of operations and comprehensive loss for the fiscal year ended January 31, 2020.

Venture Loan Amendment

On June 21, 2019, the Company amended the 2017 loan agreements with Venture (the “ Amendment ”).

Under the Amendment, the 2017 loans were bifurcated into two tranches:

The Company drew down a total of $ 25.0 million of the 2017 Loans in May 2017 which were set to mature in November 2021, with the remaining $ 25.0 million drawn down in February 2018 which was set to mature in August 2022.

In connection with the 2017 Loans, the Company issued warrants to Venture for the purchase of up to a total of 745,914 shares of Series D convertible preferred stock for the loan amounts drawn in 2018 and 2017.

The warrants were exercisable by Venture at any time until April 1, 2028, unless all other preferred stock issued by the Company had been converted into common stock, in which case the warrants automatically converted into common stock at a price not less than $ 9.3844 per share.

Venture was also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation.

In connection with the Business Combination (see Note 3), the Series D convertible preferred stock warrants were converted into warrants for Class A common stock and were exercised on a cashless basis, resulting in the issuance of 745,914 shares of Class A common stock.

On June 21, 2019, the Company amended the 2017 Loans (the “ Amendment ”), bifurcating the loans into two tranches:

Tranche A, in an amount of $ 49.0 million, representing the remaining principal amount of the 2017 Loans;

2 unchanged sentences

Tranche B, consisting of two separate subordinated contract liability instruments of $ 4.3 million each, remained outstanding.

The Tranche B loans bore no interest, have no maturity date or prepayment schedule, and are subordinate to SVB & Hercules Loan (defined below) for any enforcement of a security interest or lien.

At the option of the lenders, the Tranche B loans can be converted into Series D convertible preferred stock at any time.

In addition, the Tranche B loans include conversion features conditioned on future rounds of preferred equity financing, and bridge financing.

The Company cannot prepay the Tranche B loans.

The Tranche B loans are due and payable in full upon an Acceleration Event (as defined in the Tranche B loans), which includes an event of default, a change in control, an initial public offering and liquidity event.

The Tranche B loans also include optional prepayment and conversion features contingent upon additional debt issuance by the Company.

The Tranche B loans bore no interest, had no maturity date or prepayment schedule, and were subordinate to SVB & Hercules Loan (defined below) for any enforcement of a security interest or lien.

At the option of the lenders, the Tranche B loans were convertible into Series D convertible preferred stock at any time.

In addition, the Tranche B loans included conversion features conditioned on future rounds of preferred equity financing, and bridge financing.

The Tranche B loans were due and payable in full upon an Acceleration Event (as defined in the Tranche B loans) and included optional prepayment and conversion features contingent upon an additional debt issuance by the Company.

The Company elected to apply the fair value option to the outstanding Tranche B loans.

The Tranche B loans were classified as a current liability and were measured at a fair value of $ 10.9 million at issuance.

The loans were classified as a current liability and were measured at a fair value of $ 10.9 million at issuance.

Changes in fair value were subsequently recognized in the consolidated statements of operations and comprehensive loss.

During the fiscal year ended January 31, 2021, the Company repaid $ 2.6 million of the Venture Tranche B and recognized debt extinguishment gain of $ 0.7 million, which represents a difference between the par amount of the repaid principle of the Venture Tranche B and the respective fair value upon repayment.

In July 2021, the Company amended certain terms of its Venture Tranche B loans and certain terms of the warrants issued to Venture to provide for, among other things, (i) an amendment to the definition of an initial public offering to include the acquisition of the Company by a SPAC, (ii) immediately prior to the consummation of an initial public offering, the automatic conversion of the outstanding principal under the notes into bridge financing securities and (iii) immediately prior to the consummation of an initial public offering, the automatic exchange of the warrants for shares of the Company securities.

The form of bridge financing securities to be issued are substantially in the same form as the Company’s amended 2020 Convertible Notes and would result in such bridge financing securities being converted into shares of common stock immediately prior to the Business Combination at a conversion price equal to the lesser of (i) the Capped Price immediately prior to the closing of the Business Combination or (ii) 80 % of the value of consideration payable for each share of Class A common stock provided for in the Business Combination.

During the fiscal year ended January 31, 2021, the Company repaid $ 2.6 million of Tranche B and recognized a debt extinguishment gain of $ 0.7 million.

In July 2021, the Company amended certain terms of the Tranche B loans and certain terms of the warrants issued to Venture to provide for, among other things, (i) an amendment to the definition of an initial public offering to include the acquisition of the Company by a SPAC, (ii) immediately prior to the consummation of an initial public offering, the automatic conversion of the outstanding principal under the notes into bridge financing securities and (iii) immediately prior to the consummation of an initial public offering, the automatic exchange of the warrants for shares of the Company securities.

The amended terms of the Venture Tranche B loans were not considered substantially different than the original terms of such loans.

As such, the Tranche B loans continued to be recognized at fair value pursuant to the fair value option.

In connection with the Business Combination (see Note 3), the Venture Tranche B loans converted into 754,378 shares of the Company’s Class A common stock, therefore there were no loan amounts outstanding as of January 31, 2022.

In connection with the Business Combination (see Note 3), the Tranche B loans converted into 754,378 shares of the Company’s Class A common stock, therefore there were no loan amounts outstanding as of January 31 , 2023 or 2022.

SVB & Hercules Loan

On June 21, 2019, the Company entered into a Credit Agreement with SVB and Hercules for a $ 50 million secured loan with an interest rate of 11.0 % per annum (the prime rate plus 5.5 %, minimum of 11 %).

The loan matures in June 2022.

With the proceeds, the Company paid back $ 49.0 million of senior secured debt (the 2017 loans above).

In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase of 1,049,801 shares of the Company’s Class A common stock with an exercise price of $ 0.00001 per share with an expiration date of June 2029.

Under the terms of the agreement, the Company is required to make interest-only payments until the maturity date of June 21, 2022.

This maturity date is subject to a springing maturity condition, whereby, if 91 days prior to the June 21, 2022 maturity date of the 2020 Convertible Notes, the outstanding 2020 Convertible Notes have not been converted into equity securities, the SVB & Hercules Loan will become due and payable, including interest and fees.

On June 21, 2019, the Company entered into a Credit Agreement with SVB and Hercules for a $ 50.0 million secured loan with an interest rate of 11.0 % per annum (the prime rate plus 5.5 %, minimum of 11.0 %), with a maturity date of June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes have not been converted into equity securities.

With the proceeds, the Company paid back its Venture Tranche A of the 2017 Loans, amounting to $ 49.0 million.

In connection with the loan, the

Company issued warrants to the lenders and their affiliates for the purchase of 1,049,801 shares of the Company’s Class A common stock with an exercise price of $ 0.00001 per share, expiring in June 2029.

The loan required the Company to make interest-only payments through the maturity date of June 21, 2022.

The Company incurred $ 0.3 million of loan fees associated with its entry into the agreement and accrued $ 1.5 million of final loan fees payable upon maturity.

3 unchanged sentences

On June 5, 2020, the Company obtained an additional $ 15.0 million secured loan from SVB and Hercules.

The loan bore an interest rate of 11.0 % per annum and matures on June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes have not been converted into equity securities.

The loan bore an interest rate of 11.0 % per annum with a maturity date of June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes have not been converted into equity securities.

With the proceeds, the Company paid back $ 2.6 million, or 30.0 % of the face value of its Venture Tranche B loans.

4 unchanged sentences

In connection with the Business Combination (see Note 3), the outstanding principal, accrued interest and repayment fees of $ 67.1 million relating to the credit agreement with SVB and Hercules was repaid.

Therefore, there were no loan amounts outstanding as of January 31, 2022.

As a result of the repayment, the Company recognized a debt extinguishment loss of $ 1.7 million during the fiscal year ended January 31, 2022.

There were no loan amounts outstanding as of January 31 , 2023 or 2022.

During the fiscal year ended January 31, 2022, the Class A common stock warrants discussed above were exercised on a net-basis resulting in the issuance of 1,433,567 shares of Class A common stock.

1 unchanged sentence

During the fiscal year ended January 31, 2021, the Company entered into a Convertible Note and Warrant Purchase Agreement with certain investors, pursuant to which it issued convertible promissory notes (the “ 2020 Convertible Notes ”).

The 2020 Convertible Notes bore interest at a rate of 6.0 % per annum, that compounds quarterly and matures on June 22, 2022.

The principal amount of 2020 Convertible Notes issued is $ 71.1 million in aggregate.

The 2020 Convertible Notes bore interest at a rate of 6 % per annum, that compounded quarterly and had a June 22, 2022 maturity date.

The principal amount of the 2020 Convertible Notes issued is $ 71.1 million in the aggregate.

The Company issued warrants for the purchase of Series D convertible preferred stock, equal to 20 % of the original principal amount of the notes, with an exercise price of $ 9.3844 .

1 unchanged sentence

The number of shares of Series D convertible preferred stock issuable under the warrants is 1,515,799 in aggregate.

The 2020 Convertible Notes contain automatic conversion features in the event of the closing of the Company’s next sale of preferred stock occurring on or prior to the 2020 Convertible Notes’ maturity date resulting in gross proceeds in excess of at least $ 75.0 million, (the “ Next Equity Financing ”).

Upon closing of a Next Equity Financing, all outstanding principal and accrued interest under the 2020 Convertible Notes will automatically convert at a conversion price equal to the lesser of (i) 80 % of the per share price received from investors in the Next Equity Financing and (ii) $ 2.5 billion divided by the Company’s capitalization (the “ Capped Price ”), immediately prior to the closing of the Next Equity Financing.

The 2020 Convertible Notes also contain an optional conversion feature upon an equity financing by the Company which does not constitute a Next Equity Financing (a “ Non-Qualified Financing Conversion ”).

In the event of a Non-Qualified Financing Conversion, the 2020 Convertible Notes will be convertible at the option of the holder, into a series of capital stock issued in the Non-Qualified Financing at a conversion price equal to the lesser of (i) 80 % of the per share price received from investors in the Non-Qualified Financing and (ii) the Capped Price.

In the event of a Change of Control, as defined in the 2020 Convertible Note agreement, prior to repayment in full and prior to the Next Equity Financing, at the option of the holder, either (i) the Company shall pay 200 % of the then outstanding principal accrued interest, or (ii) shall convert into common stock of the Company at a conversion price equal to the Capped Price immediately prior to the closing of the Change of Control.

The 2020 Convertible Notes contained an automatic conversion features in the event of the closing of the Company’s next sale of preferred stock occurring on or prior to the 2020 Convertible Notes’ maturity date resulting in gross proceeds in excess of at least $ 75.0 million, (the “ Next Equity Financing ”), and an optional conversion feature upon an equity financing by the Company which does not constitute a Next Equity Financing (a “ Non-Qualified Financing Conversion ”).

The Company elected to apply the fair value option to the outstanding 2020 Convertible Notes.

1 unchanged sentence

In July 2021, the Company amended certain terms of its 2020 Convertible Notes to provide for, among other things, the automatic conversion of the outstanding principal and accrued interest under the notes into shares of common stock immediately prior to the Business Combination.

The conversion price in such event is equal to the lesser of (i) the Capped Price immediately prior to the closing of the Business Combination or (ii) 80 % of the value of consideration payable for each share of Class A common stock provided for in the Business Combination transaction.

The amended terms of the 2020 Convertible Notes were not considered substantially different than the original terms of such notes.

As such, the 2020 Convertible Notes continued to be recognized at fair value pursuant to the fair value option.

In connection with the Business Combination (see Note 3), the 2020 Convertible Notes converted into 9,824,143 shares of the Company’s Class A Common Stock, therefore there were no 2020 Convertible Notes outstanding as of January 31, 2022.

In connection with the Business Combination (see Note 3), 450,205 of the Series D convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis, resulting in the issuance of 27,713 shares of Class A common stock.

The remaining 1,065,594 Series D convertible preferred stock warrants that were not exercised converted into warrants for Class A common stock shares and remained outstanding as of January 31, 2022.

The remaining 1,065,594 Series D convertible preferred stock warrants that were not exercised converted into warrants for Class A common stock shares and remained outstanding as of January 31 , 2023 and 2022.

The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs, the amortization of debt discounts and loss (gain) on extinguishment of debt:

8 unchanged sentences

(12) Stockholders’ Equity

Upon the closing of the Business Combination, the Company’s restated certificate of incorporation (the “ Charter ”) authorizes the issuance of 631,500,000 shares, of which 570,000,000 shares are shares of Class A common stock, par value $ 0.0001 per share, 30,000,000 shares are shares of Class B common stock, par value $ 0.0001 per share, 30,000,000 shares are shares of Class C common stock, par value $ 0.0001 per share and, and 1,500,000 shares are shares of preferred stock, par value $ 0.0001 per share.

Upon the closing of the Business Combination, the Company’s restated certificate of incorporation (the “ Charter ”) authorizes the issuance of 631,500,000 shares, of which 570,000,000 shares are shares of Class A common stock, par value $ 0.0001 per share, 30,000,000 shares are shares of Class B common stock, par value $ 0.0001 per share, 30,000,000 shares are shares of Class C common stock, par $ 0.0001 per share and, and 1,500,000 shares are shares of preferred stock, par value $ 0.0001 per share.

Class A Common Stock

23 unchanged sentences

In connection with the closing of the Business Combination on December 7, 2021, all Former Planet convertible preferred stock converted into Former Planet Class A common stock on a one -to-one basis, which shares were then converted into 131,252,627 shares of the Company’s Class A common stock at the exchange ratio of approximately 1.53184 , as calculated in accordance with the Merger Agreement.

The outstanding Former Planet convertible preferred stock as of January 31, 2021, as adjusted for the Exchange Ratio, consisted of the following (in thousands, except share and per share amounts):

Series Shares

A 45,955,198 39,938,981 $ 0.5138 $ 20,522 $ 13,218

B 22,977,599 15,800,171 3.2837 51,883 51,792

C 22,114,155 21,073,377 6.0051 126,549 126,232

C prime 8,522,644 6,164,392 7.2062 44,422 44,422

D 61,273,598 48,275,706 9.3844 453,039 178,384

160,843,194 131,252,627 $ 696,415 $ 414,048

(13) Public and Private Placement Warrants

As of January 31, 2022, the Company had 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants outstanding.

As of January 31 , 2023 , the Company had 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants, including 2,966,667 Private Placement Vesting Warrants, outstanding.

The Public Warrants entitle the holder thereof to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment.

The Public Warrants may be exercised only for a whole number of shares of Class A common stock.

The Public Warrants may be exercised only for a whole number of shares of Class A common stock, and expire on December 7, 2026, or earlier upon redemption or liquidation.

No fractional shares will be issued upon exercise of the warrants.

The Public Warrants expire on

December 7, 2026, or earlier upon redemption or liquidation.

The Public Warrants are listed on the NYSE” under the symbol “PL WS.”

The Public Warrants become exercisable on March 9, 2022;

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Public Warrants became exercisable on March 9, 2022;

provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and a current prospectus relating to them is available (or the Company permits holders to exercise

their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

Redemptions of Public Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $ 18.00

Once the warrants become exercisable, the Company may call the Public Warrants redemption for cash:

The Company may call the Public Warrants redemption for cash:

• in whole and not in part;

4 unchanged sentences

Redemptions of Public Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $ 10.00

Once the warrants become exercisable, the Company may redeem the Public Warrants:

The Company may redeem the Public Warrants:

• in whole and not in part;

4 unchanged sentences

The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “ dMY Sponsor ”) at a purchase price of $ 1.50 per warrant (the “ Private Placement Warrants ”).

Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of the 5,933,333 Private Placement Warrants to dMY Sponsor IV, LLC (the “ dMY Sponsor ”) at a purchase price of $ 1.50 per warrant.

Each Private Placement Warrant is exercisable for one share of Class A common stock at $ 11.50 per share.

2 unchanged sentences

Additionally, the 2,966,667 Private Placement Vesting Warrants vest in four equal tranches (i) when the closing price of 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 December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 .

(14) Related Party Transactions

As of January 31, 2022, Google owned greater than 10 % of the Company’s common shares through its total investment of 31,942,641 shares of Class A common stock.

As of January 31, 2023 and 2022, Google owned greater than 10 % of the Company’s common shares through its total investment of 31,942,641 shares of Class A common stock.

In March 2020, Google purchased $ 10.0 million of 2020 Convertible Notes (Note 11).

1 unchanged sentence

In connection with the Business Combination, such 2020 Convertible Notes converted to shares of Class A common stock and such Series D preferred stock warrants converted to and were exercised for shares of Class A common stock.

In 2017, the Company and Google entered into a five year content license agreement under which Google licensed content covering Google’s specified areas of interest.

The contract automatically renews for one additional year if the parties fail to fulfill their respective obligations at the end of year five.

In April 2017, the Company and Google entered into a five year content license agreement pursuant to which the Company licenses content to Google.

In April 2022, the agreement automatically renewed for a period of one year .

The agreement will expire in April 2023, unless it is extended for up to one year if the delivery obligations are not met by the company, or it is otherwise renewed at Google’s discretion for an additional year, in each case in accordance with its terms.

Additionally, Google may terminate the agreement prior to April 2023.

As of January 31, 2023 and 2022, the deferred revenue balance associated with the content license agreement was $ 0.3 million and $ 12.2 million, respectively.

2 unchanged sentences

The Company recorded hosting expense of $ 23.9 million, $ 19.4 million and $ 13.1 million during the fiscal years ended January 31, 2023, 2022 and 2021, respectively.

As of January 31, 2022 , the Company’s accounts payable and accrued liabilities balance included $ 2.0 million related to hosting and other services provided by Google.

As of January 31, 2021, no amounts were due for such services.

As of January 31, 2023 and 2022, the Company’s accounts payable and accrued liabilities balance included $ 2.3 million and $ 2.0 million, related to hosting and other services provided by Google, respectively.

On June 28, 2021, the Company amended the terms of its hosting agreement with Google.

7 unchanged sentences

Amended and Restated 2011 Stock Incentive Plan (previously named the Cosmogia Inc.

2011 Stock Incentive Plan) (the “ Legacy Incentive Plans ”).

The Legacy Incentive Plans provided for the granting of stock options and restricted stock units (“ RSUs” ) to employees, consultants, and advisors of the Company.

Options granted under the Legacy Incentive Plans may be either incentive stock options (“ ISOs ”) or nonqualified stock options (“ NSOs ”).

2011 Stock Incentive Plan) (the “ Legacy Incentive Plan ”).

The Legacy Incentive Plan provided for the granting of stock options and restricted stock units (“ RSUs” ) to employees, consultants, and advisors of the Company.

Options granted under the Legacy Incentive Plan may be either incentive stock options (“ ISOs ”) or nonqualified stock options (“ NSOs ”).

ISOs may be granted only to Company employees including officers and directors who are also employees.

NSOs may be granted to Company employees, consultants, and advisors.

Options under the Legacy Incentive Plans have a contractual life for periods of up to ten years (or five years if granted to a 10% stockholder).

Options under the Legacy Incentive Plan have a contractual life for periods of up to ten years (or five years if granted to a 10% stockholder).

Options granted generally vest over four years .

1 unchanged sentence

In connection with the Business Combination, the Company adopted the Planet Labs PBC 2021 Incentive Award Plan (the “ Incentive Plan ”).

No further awards will be granted under the Legacy Incentive Plans.

No further awards will be granted under the Legacy Incentive Plan.

Directors, employees and consultants are eligible to receive awards under the Incentive Plan;

1 unchanged sentence

The Incentive Plan allows for the grant of awards in the form of:

(iii) stock appreciation rights (“ SARs ”);

stock appreciation rights (“ SARs ”);

(iv) restricted stock;

1 unchanged sentence

and (vii) other stock and cash-based awards.

No awards have been granted under the Incentive Plan as of January 31, 2022.

The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under a Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following such effective date, became or become (as applicable) available for issuance under the Incentive Plan and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031 equal to a number of shares equal

to 5 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors).

The maximum number of shares of Class A common stock that may be granted with respect to ISOs under the Incentive Plan is 56,963,788 shares.

9 unchanged sentences

Total stock-based compensation expense $ 75,544 $ 41,956 $ 14,012

Stock Options

A summary of stock option activity is as follows:

8 unchanged sentences

Exercised (1)

( 6,199,287 ) 4.61

Granted 12,189,367 9.09

3 unchanged sentences

Exercised ( 6,449,365 ) 2.28

( 6,199,287 ) 4.61

Granted 12,189,367 9.09

Forfeited ( 1,736,412 ) 4.75

28 unchanged sentences

Year Ended January 31,

2022 2021 2020

Weighted-average expected term (years) 2.62 - 7.32

1 unchanged sentence

42.45 % - 44.71 %

38.13 % - 39.85 %

Risk-free interest rate 0.37 % - 1.23 %

0.31 % - 0.52 %

1.67 % - 2.54 %

Dividend yield 0.00 % 0.00 %

13 unchanged sentences

1,662,999 $ 3.98

Vested ( 1,425,209 ) 4.75

Granted 5,519,278 9.66

7 unchanged sentences

16,972,601 $ 5.90

The RSUs are subject to both time-based service and liquidity event vesting requirements.

The liquidity event requirement was met upon the closing of the Business Combination on December 7, 2021.

As such, the Company commenced recognition of stock-based compensation expense for the RSUs on such date.

Total stock-based compensation expense recognized for RSUs during the fiscal year ended January 31, 2022 was $ 21.2 million, including $ 16.4 million of expense that was recognized for service completed from the date of grant to the closing of the Business Combination.

RSUs generally vest over four years , subject to the recipient’s continued service through each applicable vesting date.

RSUs granted in periods prior to the Business Combination were subject to both time-based service and liquidity event vesting requirements.

The liquidity event requirement was met upon the closing of the Business Combination on December 7, 2021 and the Company commenced recognition of stock-based compensation expense for these RSUs on such date.

Stock-based compensation expense recognized for RSUs during the fiscal years ended January 31, 2023 and 2022 was $ 33.7 million and $ 21.2 million, respectively.

There was no expense recognized for RSUs during the fiscal year ended January 31, 2021.

As of January 31, 2023, total unrecognized compensation cost related to RSUs was $ 75.4 million.

1 unchanged sentence

Early Exercises of Stock Options

The Legacy Incentive Plans provided for the early exercise of stock options for certain individuals as determined by the Company’s board of directors.

The Legacy Incentive Plan provided for the early exercise of stock options for certain individuals as determined by the Company’s board of directors.

Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest.

5 unchanged sentences

The Earn-out Shares may be earned in four equal tranches (i) when the closing price of 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 December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 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 Earn-out Shares that remains unvested on the first business day after five years from the closing of the Business

Combination will be forfeited without any further consideration.

Any right to Earn-

out Shares that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration.

The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation because service must be provided through each contingent vesting condition described above.

2 unchanged sentences

The requite service period for each of the four vesting tranches for the Earn-out Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate.

During the fiscal year ended January 31, 2022, there were 782,751 Earn-out Shares that were forfeited and there were no Earn-out Shares that vested.

As of January 31, 2022, there were 4,758,239 Earn-out Shares outstanding relating to Former Planet equity award holders.

During the fiscal year ended January 31, 2022, the Company recognized $ 4.5 million of stock-based compensation expense related to the Earn-out Shares.

During the fiscal years ended January 31, 2023 and 2022, there were 445,387 and 782,751 Earn-out Shares that were forfeited, respectively.

No Earn-out shares vested during the fiscal years ended January 31, 2023 and 2022.

As of January 31, 2023 and 2022, there were 4,312,852 and 4,758,239 Earn-out Shares outstanding relating to Former Planet equity award holders, respectively.

During the fiscal year ended January 31, 2023 and 2022, the Company recognized $ 24.5 million and $ 4.5 million of stock-based compensation expense related to the Earn-out Shares, respectively.

As of January 31, 2023, total unrecognized compensation cost related to Earn-out Shares was $ 6.3 million.

4 unchanged sentences

The fair value was determined to be $ 9.47 per share based on the quoted closing price of the Company’s Class A common stock on the date of the VanderSat acquisition.

During the fiscal year ended January 31, 2022, the Company recognized $ 0.3 million of stock-based compensation expense related to these shares.

As of January 31, 2022, unrecognized compensation cost related to shares was $ 4.8 million.

During the fiscal years ended January 31, 2023 and 2022, the Company recognized $ 2.6 million and $ 0.3 million of stock-based compensation expense related to these shares, respectively.

As of January 31, 2023, unrecognized compensation cost related to these shares was $ 2.2 million.

These costs are expected to be recognized over a period of approximately 0.92 years.

6 unchanged sentences

Total loss before income taxes $ ( 161,119 ) $ ( 135,014 ) $ ( 126,030 )

The provision for (benefit from) income taxes consists of the following (in thousands):

The provision for (benefit from) income taxes consists of the following:

Year Ended January 31,

27 unchanged sentences

Stock-based compensation 17,683 8,252 4,013

Capitalized research expenses 24,152 — —

Deferred revenue 1,599 3,909 5,239

Excess interest expense 8,742 8,656 6,799

Operating lease liability 5,274 — —

Other 14,101 12,208 4,826

3 unchanged sentences

Deferred tax liabilities

Property and equipment — —

Operating lease right-of-use assets ( 4,863 ) — —

Intangible assets ( 5,566 ) ( 2,701 ) ( 4,432 )

Total deferred tax liabilities ( 10,429 ) ( 2,701 ) ( 4,432 )

Net deferred tax assets $ 142 $ 424

Net deferred tax assets (liabilities) $ ( 158 ) $ 142 $ 424

The Company had deferred tax assets of $ 222.1 million and $ 168.9 million before valuation allowances as of January 31, 2023 and 2022, respectively.

36 unchanged sentences

The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class method required for participating securities.

Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.

Basic and diluted net loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.

The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):

4 unchanged sentences

Basic and diluted net loss per share attributable to common stockholders $ ( 0.61 ) $ ( 1.72 ) $ ( 2.87 )

Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.

Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.

The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:

20 unchanged sentences

Since the inception of the plan, the Company has not matched employee contributions.

(19) Subsequent Events

On March 26, 2023, the Company entered into an asset purchase agreement with Holding Sinergise d.o.o., a company existing under the laws of Slovenia (“Sinergise”), and its subsidiaries and certain shareholders of Sinergise, to acquire from Sinergise its cloud-based geo-spatial analysis products, platforms and solutions business.

The acquisition is expected to expand the Company’s data analysis platform and allow customers to extract insights from earth observation data more easily.

The purchase price will be approximately $ 45.0 million , subject to certain purchase price adjustments, and will be paid fifty percent ( 50 %) in cash and fifty percent ( 50 %) through the issuance of shares of the Company’s Class A common stock.

The transaction is subject to certain closing conditions and is expected to close in the second quarter of the fiscal year ending January 31, 2024.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data