What changed in this filing

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Item 1A. Risk Factors

2024-03-29 compared with 2023-03-30 · 514 added, 425 removed, 606 unchanged (61% of the section changed)

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These risks include the following:

• We have a limited history of operating at our current scale and under our current strategy, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

• We have a history of operating losses, and we anticipate our operating expenses will increase substantially in the foreseeable future.

As a result, we may not achieve or sustain profitability.

• Our daily scanning of the Earth’s landmass produces a data set that has not existed before.

If the market for our products and services built upon this data set fails to grow as we expect, takes longer than we expect to grow or if our current or prospective customers fail to adopt our platform, our business, financial condition and results of operations could be harmed.

• There is increasing competition from commercial entities and governments in our markets, and if we do not compete effectively, our business, financial condition and results of operations could be harmed.

• Our international operations create business and economic risks that could impact our financial results.

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

• Our ability to grow our business depends on the successful production, launch, commissioning and/or operation of our satellites and related infrastructure, which is subject to many uncertainties, some of which are beyond our control.

• We may experience a number of issues, such as delayed launches, launch failures, our satellites may fail to reach their planned orbital locations, our satellites may fail to operate as intended, be destroyed or otherwise become inoperable, the cost of satellite launches may significantly increase and/or satellite launch providers may not have sufficient capacity.

Any such issue could result in the loss of our satellites, cause significant delays in their deployment or make such deployment impossible, which could harm our business, prospects, financial condition and results of operations.

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

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

• Our business depends, in part, on sales to large enterprises and U.S.

and foreign governmental entities, which are subject to a number of challenges and risks that may make our sales cycle, forecasting processes, and deployment processes more difficult to predict, require greater time and expense or negatively impact our business.

• Downturns or volatility in general economic conditions, including supply chain and consumer trends, including as a result of national or global health concerns, such as the COVID-19 pandemic, the effects of

acts of terrorism, war or political instability, both domestically and internationally, including the current events involving Russia and Ukraine, or the effects of bank or financial institution failures, could have a material adverse effect on our stock price, business, financial condition, results of operations and liquidity.

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

• Our business is capital intensive and we may not be able to raise adequate capital to finance our business strategies, or we may be able to do so only on terms that significantly restrict our ability to operate our business.

• We operate in a highly regulated industry and government regulations may adversely affect our ability to sell our services, may increase the expense of such services or otherwise limit our ability to operate or grow our business.

Further, our failure to comply with governmental laws and regulations could harm our business.

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

• The multi-class structure of our common stock has the effect of concentrating voting power with our Chief Executive Officer and Chief Strategy Officer, both of whom are co-founders, which power limits an investor’s ability to influence the outcome of important transactions, including a change in control.

• As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively impact our financial performance.

Risks Related to Our Business and Industry

• our limited operating history;

• our history of losses and uncertainty about future profitability;

• the evolution of the markets for our products;

• our ability to compete effectively in intensely competitive markets;

• our ability to attract new customers in a cost-effective manner;

• our ability to manage our international operations;

• our ability to successfully produce, launch, commission, operate and maintain our satellites and related infrastructure;

• the impact of satellite and infrastructural related failures;

• our ability to develop new products and enhancements that achieve market acceptance;

• our reliance on contracts with large enterprises and U.S.

and foreign governmental entities;

• the impact of disruptions in the U.S.

government’s operations and funding;

• our partial dependency on partnerships and resellers of our imagery;

• the impact of macroeconomic and geopolitical uncertainties;

• our reliance on a limited number of suppliers and our ability to establish new supply relationships;

• our ability to price our products and services effectively;

• our ability to hire, integrate and retain highly skilled personnel;

• the effectiveness of actions to develop and expand our sales and marketing capabilities;

• issues in the use of AI in our business;

• the impact of climate change;

Risks Related to Our Cyber Security, Data Privacy and Intellectual Property

• our or our third-party service providers ability to protect against cybersecurity related attacks;

• our ability to protect our intellectual property;

• any legal proceedings or claims against us relating to our intellectual property;

• our use of open source software;

• our use of data relating to individuals;

• our policies regarding customer confidential information;

Risks Related to Financial, Accounting, and Tax Matters

• our ability to raise capital;

• changes in tax rules and regulations;

• our ability to use our net operating losses;

• the accuracy of our key metrics, and assumptions and estimates used to calculate them;

• changes in accounting standards that may cause adverse financial reporting fluctuations;

• the accuracy of our estimates and judgments related to our critical accounting policies;

• changes in our investment portfolio;

• exposure to foreign currency exchange rate fluctuations;

Risks Related to Legal and Regulatory Matters

• our ability to operate in a highly regulated industry;

• our ability to comply with the National Industrial Security Program Operating Manual;

• our ability to comply with anti-corruption, anti-bribery, anti-money laundering, and similar laws;

• international trade and governmental export and import controls and economic sanctions programs imposing obligations on our business;

• failure to comply with governmental laws and regulations;

Additional Risks Related to Ownership of Our Securities and Operating as a Public Company

• volatility of the trading price of our securities;

• the multi-class structure of our common stock;

• securities or industry analysts changing their recommendations regarding our common stock;

• anti-takeover provisions contained in our governing documents and the exclusive forum provision in our bylaws;

• our focus on a specific public benefit purpose.

Risks Related to Our Business and Industry

We have a limited history of operating at our current scale and under our current strategy, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

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We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described below.

If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

We have a history of operating losses, and we anticipate our operating expenses will increase substantially in the foreseeable future.

If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our business, operating results and financial condition could differ materially from our expectations, and our business could suffer.

We have a history of operating losses, and we intend to continue to invest in our business.

As a result, we may not achieve or sustain profitability.

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While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will generate enough revenue to sustain or increase our growth or achieve or maintain profitability in the future.

We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase.

We also intend to continue to invest in our business, including with respect to the development of our platform and satellites, and general administration, including, legal, finance and other compliance expenses related to our business.

Increased expenses associated with these activities could negatively affect our future results of operations if our revenue does not increase.

In particular, we intend to continue to expend significant funds to further develop our platform, launch additional satellites, expand our data analytics capabilities, increase our sales force to enter into new verticals, and expand use cases and integrations, amongst other things, and to consider strategic acquisitions, which may cause us to incur significant acquisition costs.

We will also face increased compliance costs associated with growth, the expansion of our customer base, and operation as a public company.

Our efforts to grow

our business may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses.

Our efforts to grow our business may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses.

We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications or delays, and other unknown events.

If we are unable to achieve and sustain profitability, the value of our business may significantly decrease.

Our daily scanning of the Earth’s landmass produces a data set that has not existed before.

If the market for our products and services built upon this data set fails to grow as we expect or takes longer than we expect to grow or if our current customers or prospective customers fail to adopt our platform, our business, financial condition and results of operations could be harmed.

Nearly all our revenue has come from licensing arrangements with our customers that grant them the right to use imagery and related data that are delivered digitally through our online platform, in addition to providing related services.

Imagery licensing agreements vary by contract but generally have annual or multi-year contractual terms.

The data licenses are generally purchased via a fixed price contract either on a subscription or usage basis, whereby a customer pays for access to our imagery that may be downloaded over a specific period of time or, less frequently, on a transactional basis, whereby the customer pays for individual content licenses.

Although demand for imagery and related analytics products and services has grown in recent years, our particular data set has not existed before.

The market for analytics products and services, in particular, continues to evolve, and the market for our data may not be as significant as we expect.

If the market for our products and services fails to grow as we expect or takes longer than we expect to grow, or if our current customers or prospective customers fail to adopt our platform, our business, financial condition and results of operations could be harmed.

The market for satellite imagery and related analytics products and services, in particular, continues to evolve, and the market for our data may not be as significant as we expect.

Further, the number of customers that we believe may be interested in our analytics products and services may be less than we anticipate.

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Our ability to further penetrate this market depends on a number of factors, including the cost, performance, and perceived value associated with our platform and our proprietary data.

We have spent, and intend to keep spending, considerable resources to educate potential customers about analytics products and services in general and our platform in particular.

We have spent, and intend to keep spending, considerable resources to educate potential customers about analytics products and services in general and our platform in

However, we cannot be sure that these expenditures will help our platform achieve any additional market acceptance.

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If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our platform, our business, operating results, and financial condition could be adversely affected.

If the market does not perceive our service offerings to be of high quality, if we fail to introduce new and improved products and services, or if we introduce new products or services that are not favorably received by the market, we may not be able to attract or retain customers.

If we are unable to attract new customers in numbers sufficient to grow our business, or if we suffer attrition among customers, our revenue may decrease, and our operating results will be adversely affected.

If our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers.

Further, if excessive numbers of customers do not continue to utilize our service or our customer base does not continue to grow, we may be required to incur significantly higher marketing expenses than we currently anticipate to replace these customers with new customers or attract new customers, which could have an adverse effect on our business, financial condition and results of operations.

In addition, we may fail to convert or retain customers if competitors to our platform are able to develop a superior offering or if they are able to offer a similar offering at a lower price point, including an offering that allows for use of other data to achieve similar methodological results.

Further, if competitors are able to build a competing fleet of satellites that is larger than our fleet, a potential that is heightened by the fact that we may keep our fleet at its current size for the near term, or that has greater capabilities than our fleet, we may be unable to attract or retain customers.

The occurrence of any of the foregoing could have an adverse effect on our business, financial condition and results of operations.

Our customers rely on our customer support personnel to resolve issues and realize the full benefits that our platform provides.

High-quality support is also important for the renewal and expansion of our subscriptions with existing customers.

The importance of our support function will increase as we expand our business and pursue new

If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to maintain and expand our subscriptions to existing and new customers could suffer, and our reputation with existing or potential customers could suffer.

There is increasing competition from commercial entities and governments in our markets, and if we do not compete effectively, our business, financial condition and results of operations could be harmed.

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• our brand strength relative to our competitors.

We may fail to convert or retain customers if competitors to our platform are able to develop a superior offering or if they are able to offer a similar offering at a lower price point, including an offering that allows for use of other data to achieve similar methodological results.

Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we do.

These factors may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer preferences.

These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies which may allow them to build larger customer bases than we have.

For example, if our competitors are able to build a competing fleet of satellites that is larger than our fleet, a potential that is heightened by the fact that we may keep our fleet at its current size for the near term, or that has greater capabilities than our fleet, we may be unable to attract or retain customers.

These competitors may also engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies which may allow them to build larger customer bases than we have.

Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services.

Also, our competitors may have long-established relationships as preferred providers with various commercial entities and governments in our markets.

These factors could attract customers away from our services and reduce our market share.

These factors could attract customers away from our services and reduce our market share, which would adversely affect our business, financial condition, and results of operations.

Our products and services compete with satellite and aerial imagery and related products and services offered by a range of private and government providers.

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The value of our imagery may also be diluted by Earth imagery that is available free of charge.

government, European Commission, and other governments also may develop, construct, launch and operate their own imagery satellites, which could reduce their need to rely on commercial suppliers.

government, European Commission, and other governments have developed, constructed, launched and begun to operate their own imagery satellites, and may further enhance such imagery satellites, which could reduce their need to rely on commercial suppliers.

In addition, such governments could sell or provide free of charge Earth imagery from their satellites in the commercial market and thereby compete with our imagery products and services, as the United States does today by providing free access to Earth imagery through Landsat and MODIS, and the European Commission does with the Copernicus program and the Sentinel satellites.

Also, governments may at times make our imagery freely available for humanitarian purposes, which could impair our revenue growth with non-governmental organizations.

Also, governments may at times make our imagery freely available for humanitarian purposes, which could impair our revenue growth with

non-governmental organizations.

These governments could also subsidize the development, launch and operation of imagery satellites by our current or future competitors.

Such increased competition from these government entities could materially adversely affect our business, financial condition, and results of operations.

Further, other governments may also subsidize our competitors to compete with us and other companies and encourage them to undercut prices, including the prices we offer for our data.

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The emergence of new remote imaging technologies or the continued growth of low-cost imaging satellites could negatively affect our marketing efforts.

More importantly, if competitors develop and launch satellites or other imagery content sources with more advanced capabilities and technologies than ours, or offer services at lower prices than ours, our business and results of

operations could be harmed.

Due to competitive pricing pressures, new product introductions by us or our competitors or other factors, the average selling price of our products and services may further decrease.

If we are unable to offset decreases in our average selling prices by increasing our sales volumes or by adjusting our product mix, our revenue and operating margins may decline and our financial position may be harmed.

In addition, the increase in launch vehicle development along with frequent and routine transport access to space, as well as the new fleets of communication satellites from companies such as SpaceX, OneWeb and Amazon/Kuiper, may lower barriers to entry and further increase risk of competition.

If competitors develop and launch satellites or other imagery content sources with more advanced capabilities and technologies than ours, or offer services at lower prices than ours, our business and results of operations could be harmed.

Due to competitive pricing pressures, new product introductions by us or our competitors or other factors, the average selling price of our products and services may further decrease.

If we are unable to offset decreases in our average selling prices by increasing our sales volumes or by adjusting our product mix, our revenue and operating margins may decline, and our business, financial condition, and results of operations could be harmed.

We may fail to cost-effectively acquire new customers or obtain renewals and expansions from our existing customers, which would adversely affect our business, financial condition, and results of operations.

Our continued growth depends, in part, on our ability to cost-effectively acquire new customers.

Numerous factors, however, may impede our ability to add new customers, including our failure to attract, effectively train, retain, and motivate sales and marketing personnel, our failure to develop or expand relationships with third parties, our inability to convert initial usage into ongoing utilization of our platform and services, and our failure to successfully deliver our services and provide quality customer support once delivered.

For example, our customers rely on our customer support personnel to resolve issues and realize the full benefits that our platform provides.

Our success also depends, in part, on our customers renewing their subscriptions when existing contract terms expire, and our ability to expand our relationships with our existing customers.

The majority of our revenue is generated by licensing arrangements with our customers that grant them the right to use imagery and related data that are delivered digitally through our online platform, in addition to providing related services.

Imagery licensing agreements vary by contract but generally have annual or multi-year contractual terms.

Our customers generally have no obligation to renew or expand their licensing agreements with us, and in the normal course of business, some customers have elected not to renew.

In addition, our customers may decide not to renew their agreements with a similar contract period or at the same prices or terms or may decide to downgrade their subscriptions.

Uncertain macroeconomic and geopolitical factors, including as a result of inflationary pressures, currency exchange rate fluctuations, the wars between Ukraine and Russia, and Israel and Hamas, respectively, and high interest rates may result in longer and unpredictable sales cycles, could result in potential customers deciding not to contract with us or current customers deciding not to renew, could cause delays in renewal, upgrade, or expansion decisions for some of our existing customers, may reduce the effectiveness of our sales and marketing efforts, and could reduce the duration of their agreements with us.

In addition, these situations could result in increased customer churn, a lengthening of our sales cycle with some of our potential customers, or reduced contract value with prospective or existing customers.

Our customer retention or our customers’ use of our platform and services may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our platform and our customer support, our subscription and usage-based model, the prices, features, or perceived value of competing offerings, changes to our

offerings, or general economic conditions.

We will need to continue to maintain or improve our Net Dollar Retention Rate to support our growth, and our ability to expand our relationships with customers may require more sophisticated and costly sales efforts.

If our customers’ renewals or expansions fall below expectations, and as a result our Net Dollar Retention Rate decreases, our business, financial condition, and results of operations would be adversely affected.

A significant component of our growth strategy is to expand our relationships with our customers by increasing their adoption of the services and data solutions, including Planet Monitoring, Planet Tasking, Planet Archive, Planet application programming interfaces (“APIs”), Planet Basemaps, Planet Fusion, Planet Analytic Feeds and Planetary Variables, that we sell to existing and new customers.

However, we may not be successful in doing so if our customers find our additional solutions to be unnecessary or unattractive.

We have invested, and intend to continue to invest, significant resources in improving existing solutions as well as developing and acquiring additional solutions, which resources may not be recovered if we are unable to successfully cross-sell these solutions to customers using one or more of our existing solutions.

Any failure to sell additional solutions to current and future customers could harm our business, financial condition and results of operations.

If our customers do not renew, upgrade, or expand their subscriptions, defer their subscriptions to a later date, renew their agreements with us on less favorable terms, or fail to increase adoption of our platform, our business, financial condition, and results of operations would be adversely affected.

Our international operations create business and economic risks that could impact our financial results.

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In addition, we are subject to a variety of risks inherent in doing business internationally, including:

• political, social and/or economic instability, including geopolitical tensions such as the current events involving Ukraine and Russia and any sanctions or heightened tensions that result from such a conflict;

• political, social and/or economic instability, including geopolitical tensions such as the wars between Ukraine and Russia, and Israel and Hamas, respectively, any sanctions or heightened tensions that result from such a conflict;

• risks related to governmental regulations in foreign jurisdictions and unexpected changes in regulatory requirements and enforcement;

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government or other regulators to curtail our operations, or even suspend our operations.

Additionally, our platform and data may be used, without our prior knowledge or consent, by parties in political or social conflicts, including in armed conflicts.

Additionally, our platform and data may be

used, without our prior knowledge or consent, by parties in political or social conflicts, including in armed conflicts.

Such use of our data in those situations could materially harm our reputation, resulting in a material adverse effects on our business and financial condition.

Further, our satellites, satellites operations infrastructure, archived data, information technology and communications systems, and other related systems, may have already been or could be in the future compromised by cyber-attacks or other incursions by such entities as a result of the sensitive information we capture and provide.

Additionally, we conduct business in countries where due to the global political and economic climate, such business relationships maybe viewed as negative or such business relationships may become difficult to maintain, all of which could adversely affect and our reputation.

If any of the foregoing were to occur, our business would be seriously harmed.

If we or our third-party service providers experience, or are unable to protect against, cyber-attacks, ransomware, security incidents, or security breaches, or if unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, then our platform may be perceived as not being secure, we may become unable to meet our service level commitments, our reputation may be harmed, demand for our platform and products may be reduced, and we may incur significant liabilities or additional expenses which may not be covered by existing cyber insurance.

We collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of and share personal information, confidential information and other information necessary to provide our service, to operate our business, for legal and marketing purposes, and for other business-related purposes.

We rely significantly on third-party service providers and sub-processors to help us deliver services to our customers.

These vendors may store or process personal information on our behalf.

Our platform and products involve the storage and transmission of data, including personal information, and security breaches or unauthorized access to our platform and products, or those of our third-party service providers, could result in the loss of our or our customers’ data, litigation, indemnity obligations, fines, penalties, disputes, investigations and other liabilities.

We have previously and may in the future become the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ data or to disrupt our ability to provide our services.

In addition, many of our employees are temporarily working remotely due to the COVID-19 pandemic, which may pose additional data security risks (including, for example, an increase in phishing and spam emails experienced since 2020).

While we have taken steps to protect the confidential and personal information that we have access to, our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ data on our behalf could be breached or we could suffer a loss of our or our customers’ data.

Our ability to monitor our third-party service providers’ data security is limited.

Cyber-attacks, computer malware, viruses, employee mistakes or malfeasance, social engineering (including spear phishing and ransomware attacks), and general hacking have become more prevalent in our industry, particularly against cloud services.

If our security measures are or are believed to have been breached as a result of third-party action, employee error, malfeasance or otherwise, our reputation could be damaged, our business may suffer, and we could incur significant liability.

In addition, our remediation efforts may not be successful.

We also process, store and transmit our own data as part of our business and operations.

This data may include personal, confidential or proprietary information.

There can be no assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

While we have developed systems and processes designed to protect the integrity, confidentiality and security of our and our customers’ data, our security measures or those of our third-party service providers could fail and result in unauthorized access to or disclosure, modification, misuse, loss or destruction of such data.

Because many different security vulnerabilities exist and exploits of such vulnerabilities continue to evolve, we may be unable to anticipate attempted security breaches, react in a timely manner or implement adequate preventative measures.

Among other things, our applications, systems, networks, software and physical facilities could be breached, or the personal or confidential information that we store could be otherwise compromised due to employee error or malfeasance, if, for example, third parties fraudulently induce our employees or our members to disclose information or user names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities.

Additionally, employees or service providers have in the past and may in the future inadvertently misconfigure resources or systems, or misdirect certain communications that lead to security incidents for which we must then expend effort and incur expenses to remediate.

Third parties may also conduct attacks designed to deny customers access to our services.

Third parties, including nation-state actors or their agents, may also conduct attacks designed to gain control over our systems, data and satellites.

Any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of our platform, the reliability of our imagery, and damage to our brand, reduce the demand for our products, disrupt normal business operations, cause us to fail to meet our service level commitments, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement, and indemnity obligations, result in our customers terminating contracts with us and adversely affect our business,

financial condition and results of operations.

These risks are likely to increase as we continue to grow and process, store, and transmit increasingly large amounts of data.

We use third-party technology, systems and services in a variety of contexts, including, without limitation, storage of our imagery, encryption and authentication technology, employee email, content delivery to customers, back-office support, credit card processing and other functions.

Although we have developed systems and processes that are designed to protect customer data and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party service provider, such measures cannot provide absolute security.

The costs to respond to a security breach and/or mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our business and our competitive position.

For example, the SEC has proposed rules for mandatory disclosures of cybersecurity incidents suffered by public companies and cybersecurity governance and risk management.

We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation (or in anticipation of a potential breach, regulatory action or litigation), which could have an adverse effect on our business.

Additionally, we cannot be certain that our insurance coverage will be adequate for fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of privacy or security incidents or breaches.

A privacy or security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business.

In addition, we cannot be sure that our existing insurance coverage, cyber coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations.

Our risks are likely to increase as we continue to expand, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.

Interruption or failure of our infrastructure, or loss of our data storage, could hurt our ability to perform our daily operations effectively and provide our products and services, which could damage our reputation and harm our operating results.

The availability of our products and services depends on the continuing operation of our satellites, satellites operations infrastructure, archived data, information technology and communications systems, and other related systems.

Any downtime, damage to or failure of our systems could result in interruptions in our service, which could reduce our revenue and profits.

Our systems are vulnerable to damage or interruption from floods, fires, earthquakes, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems.

We do not currently maintain a back-up production facility from which we can continue to collect, process and deliver imagery in the event of the loss of our primary capabilities.

In the event we are unable to collect, process and deliver imagery from our primary facilities, our daily operations and operating results may be materially and adversely affected.

In addition, our ground stations are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events, including events related to climate change.

For more information, see “—We are subject to a series of risks related to climate change.” The occurrence of any of the foregoing could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.

Such attacks could come from individuals, companies, rogue groups, terrorist organizations or governments.

This risk is heightened by the geopolitical relevance of Planet’s data, which may expose globally the sensitive operations of such entities.

This is especially true for countries known or suspected to have actively carried out offensive operations on their own.

Further, if our infrastructure, information technology and communication systems do not scale effectively with anticipated growth in our business, the effectiveness of such systems could be adversely affected.

We are subject to a series of risks related to climate change

There are inherent climate-related risks wherever business is conducted.

Certain of our facilities, as well as our and third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, require us to incur additional operating or capital expenditures, or otherwise adversely impact our business, financial condition, or results of operations.

Climate change may increase the frequency and/or intensity of such events.

For example, in certain areas, there has been an increase in power shutoffs associated with wildfire prevention.

Climate change may also contribute to various chronic changes in the physical environment, such as sea-level rise or changes in ambient temperature or precipitation patterns, which may also adversely impact our or our suppliers’ operations.

While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risk.

For example, to the extent catastrophic events become more frequent, it may adversely impact the availability or cost of insurance.

Additionally, we expect to be subject to risks associated with societal efforts to mitigate or otherwise respond to climate change, including but not limited to increased regulations, evolving stakeholder expectations, and changes in market demand.

For more information, see “—Increased attention to, and evolving expectations for, sustainability and environmental, social, and governance (ESG) initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.” Changing market dynamics, global and domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.

Our ability to grow our business depends on the successful production, launch, commissioning and/or operation of our satellites and related infrastructure, which is subject to many uncertainties, some of which are beyond our control.

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If any of the above events occur, they could have a material adverse effect on our ability to continue to develop, integrate and operate our satellites and related infrastructure, products and services, and could materially adversely affect our reputation, business, financial condition and results of operations.

We capture, process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and compliance or any failure to comply with such obligations could harm our business.

We receive, store and process personal information and other customer data.

There are numerous federal, state, local, and foreign laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other customer data, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules.

We generally seek to comply with industry standards and are subject to the terms of our own privacy policies and privacy-related obligations to third parties.

We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection to the extent possible.

However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

In addition, the application and interpretation of these laws and regulations are often uncertain and may change over time.

Further, the U.S.

federal and state governments and agencies, as well as foreign governments and regulators, may in the future enact new legislation and promulgate new regulations governing collection, use, disclosure, storage, processing, transmission and destruction of personal data and other information.

New privacy laws add additional complexity, requirements, restrictions and potential legal risk, require additional investment in resources to update compliance programs, and could impact business strategies and availability of previously useful data.

For example, several jurisdictions have adopted, or are considering adopting, restrictions on the resolution of satellite imaging, and these restrictions may change as technology and public awareness of potential privacy impacts evolves.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of the data of our customers, or regarding the manner in which the express or implied consent of customers for the use and disclosure of such data is obtained, could require us to modify our services and features, possibly in a material manner, and may limit our ability to develop new services and features that make use of the data that our customers voluntarily share.

Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

We may experience a number of issues, such as delayed launches, launch failures, failure of our satellites to reach their planned orbital locations, significant increases in the cost of satellite launches, and insufficient capacity available from satellite launch providers.

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A failure at any of these facilities could cause a significant loss of service for our customers.

Additionally, we may experience a failure in the necessary equipment at our satellite control center, at the back-up facility, or in the communication links between these facilities and remote teleport facilities.

Additionally, we may experience a failure in the necessary equipment at our satellite control center, at any relevant back-up facility, or in the communication links between these facilities and remote teleport facilities.

A failure or operator error affecting tracking, telemetry and control operations might lead to a breakdown in the ability to communicate with one or more satellites or cause the transmission of incorrect instructions to the affected satellites, which could lead to a temporary or permanent degradation in satellite performance or to the loss of one or more satellites.

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A failure at any of our facilities or in the communications links between our facilities or interference with our satellite signal could cause our revenues to decline materially and could adversely affect our ability to market our services and harm our business, prospects, financial condition and results of operations.

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

Our satellites may not be able to capture Earth images, either with sufficient clarity or detail, or at all, due to the occurrence of a variety of factors including cloud cover, smog, adverse weather conditions including hurricanes or tornadoes, dust storms, fog, fires or volcano eruptions, or other factors that are outside our control.

Certain of these events may become more frequent or intense as a result of climate change.

For more information, see “—We are subject to a series of risks related to climate change.” Further, if there is high demand on our constellation to capture images in a certain area, we may have difficulty tasking sufficient satellite coverage to capture high-resolution images in another region.

As a result of the foregoing, customers may not be able to procure images they want, which could adversely affect our relationship with such customers and our general reputation.

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

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

The market for our platform is characterized by rapid technological change, frequent new product and service introductions and enhancements, changes in satellite design and technologies, changing customer demands, and evolving industry standards.

The introduction of products and services embodying new technologies can quickly make existing products and services obsolete and unmarketable.

Designing and building satellites and developing analytics products and services, as well as deploying software updates, are inherently complex and technologically demanding endeavors.

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Any new satellites and data analytic products and services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or such data or data analytic products may not achieve the broad market acceptance necessary to generate sufficient revenue.

The introduction of new data analytic products and enhancements, as well as the development and

deployment of new satellites, require a substantial outlay of capital and could also increase costs associated with customer support and customer success as demand for these services increase.

The introduction of new data analytic products and enhancements, as well as the development and deployment of new satellites, require a substantial outlay of capital and could also increase costs associated with customer support and customer success as demand for these services increase.

This increase in cost could negatively impact our profit margins, including our gross margin.

Moreover, even if we introduce new products and services, we may experience a decline in revenue, gross profit and gross margin of our existing products and services that is not offset by revenue from the new products or services.

Further, we may make changes to our platform that customers do not find useful and we may also discontinue certain features or increase the price or price structure for our platform.

Further, we may make changes to our platform that customers do not find useful and we may also discontinue certain features or increase the price

or price structure for our platform.

In addition, we may lose existing customers who choose a competitor’s products and services rather than migrate to our new products and services.

This could result in a temporary or permanent revenue shortfall and adversely affect our business.

This could result in a temporary or permanent revenue shortfall and adversely affect our business, financial condition and results of operations.

Our business depends, in part, on sales to large enterprises and U.S.

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and foreign governmental entities involve risks that may lengthen our sales cycle and make forecasting and deployment processes more difficult to predict.

In addition, as a result of the COVID-19 pandemic, political and economic instability, global logistic challenges and rising inflation, many large enterprises and U.S.

In addition, as a result of macroeconomic and geopolitical conditions, political and economic instability, global logistic challenges and high inflation, many large enterprises and U.S.

and foreign governments have reduced or delayed technology or other discretionary spending, which, in addition to resulting in longer sales cycles, may materially and negatively impact our operating results, financial condition and prospects.

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With larger organizations, the decision to subscribe to our platform frequently requires the approvals of multiple management personnel and more technical personnel than would be typical of a smaller organization and, accordingly, sales to larger organizations may require us to invest more time educating and preparing offer for these potential customers.

and foreign governments, the decision to subscribe to our platform often requires approvals from multiple governmental agencies as well as compliance with stringent rules and regulations, which require us to employ regulatory and procurement experts and engage outside experts to help facilitate applicable governmental approvals.

In addition, large enterprises, as well as U.S.

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and foreign governments, are also frequently subject to budget constraints and unplanned administrative, processing, and other delays, which means we may not be able to come to agreement on the terms of the sale to them.

Moreover, large enterprises may be directly impacted by various macroeconomic conditions such as rising inflation, interest rate increases and financial market volatility, which may result in a decrease of spending by these large enterprises, including a decrease in spending on our products and services, and consequently reduce our revenue and impact our financial condition.

Changes in government policies regarding use of commercial data or satellite operators, or material delay or cancellation of certain government programs, could also reduce our revenue and adversely impact our business.

Further, our results of operations could be adversely affected by government spending caps or changes in government budgetary priorities, novation procedures or other steps required of government contractors, as well as by delays in the government budget process, program starts, or the award of contracts or amendment of orders under existing contract vehicles, including as a result of changing U.S.

administration.

Future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts.

Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities as a result of competing demands for federal funds or other factors outside of our control.

Moreover, large enterprises may be directly impacted by various macroeconomic conditions such as high inflation, interest rate fluctuations and financial market volatility, which may result in a decrease of spending by these large enterprises, including a decrease in spending on our products and services, and consequently reduce our revenue and impact our financial condition.

In addition, our ability to successfully sell our platform to large enterprises and U.S.

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and foreign governments are often awarded through competitive bidding processes.

Additionally, in the U.S., budgetary pressures and developments in the procurement process have caused many government customers to increasingly purchase goods and services through Indefinite Delivery, Indefinite Quantity (IDIQ) contracts, General Services Administration (GSA) schedule contracts, contracts with priced but unexercised options, or other government-wide acquisition contracts.

These contracts, some of which are awarded to multiple contractors, have increased competition and pricing pressure, requiring that we make sustained post-award efforts to compete for non-guaranteed revenue under each such contract.

If we are unable to increase

sales of our platform to large enterprise customers and U.S.

If we are unable to increase sales of our platform to large enterprise customers and U.S.

and foreign governments while mitigating the risks associated with serving such customers, our business, financial position, and operating results may be adversely impacted.

Furthermore, if we fail to realize an expected sale from a large customer in a particular quarter or at all, our business, operating results, and financial condition could be adversely affected for a particular period or in future periods.

A meaningful portion of our business depends on sales to governmental entities and is subject to the policies, priorities and regulations of such governmental entities, and changes to which could adversely affect our business, results of operations, financial condition, and business prospects.

An increasing and meaningful portion of our revenue is generated from agreements with the U.S.

and other government customers.

These contracts subject our business to the statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation (“FAR”) and agency supplements.

The FAR governs all aspects of government contracting, including contractor qualifications and acquisition procedures, and also contain provisions that give the government many rights and remedies which are unfavorable to contractors and not typically found in commercial contracts.

These rights and remedies allow government customers, among other things, to:

• unilaterally terminate, and often to unilaterally modify (including reduction of orders), contracts for its convenience, and in that event, we may fail to realize the full value of such contracts;

• terminate for default, which may make us liable for any extra costs incurred by the government in procuring undelivered items from another source;

• for contracts subject to the Truthful Cost or Pricing Data Act, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not current, accurate, and complete;

• cancel multi-year contracts and related orders or decline to exercise options on multi-year contracts;

• claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position;

• prohibit future procurement awards with a particular agency due to a finding of an organizational conflict of interest;

• suspend our performance pending the outcome of a bid protest filed by a competitor and may also require us to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract;

• suspend or debar us from receiving future government contracts;

• control or prohibit the export of our products, intellectual property or services.

In addition, government contracts normally contain requirements that may increase our costs of doing business and expose us to liability for failure to comply with these terms and conditions.

These requirements include:

• unique disclosure and accounting requirements, such as Cost Accounting Standards;

• government audits and investigations that may result in liability or price adjustments, recoupment of government funds, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the government;

• public disclosures of certain contract and company information;

• socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements;

• additional cybersecurity requirements;

• requirements to procure certain materials, components and parts from specific countries or supply sources, including compliance with the Buy American Act and Trade Agreements Act.

Even where we are successful in obtaining a government contract, we may encounter bid protests from unsuccessful bidders.

Bid protests could result, among other things, in significant expenses to us, contract modifications, or even loss of the contract award.

Even where a bid protest does not result in the loss of a contract award, the resolution can extend the time until contract activity can begin and, as a result, delay the recognition of revenue.

As a prime contractor to the U.S.

government, from time to time we rely upon subcontractors to perform work under government contracts.

We are responsible for our subcontractor’s work, even though in some cases we have limited involvement in that work.

If one or more of our subcontractors fails to satisfactorily perform the agreed-upon services on a timely basis or violates U.S.

government contracting policies, laws or regulations, our ability to meet contract requirements may be compromised.

In extreme cases, performance or other deficiencies on the part of our subcontractors could result in a customer terminating our contract.

New regulations or procurement requirements or changes to current requirements could increase our costs and risk of non-compliance.

In addition, if we fail to comply with these laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law.

In particular, the Federal Civil False Claims Act incentivizes private individuals, including present and former employees, to notify the U.S.

government of potential violations by contractors.

Any resulting penalties, fines, suspension, or damages could adversely affect our operations, financial results and business prospects.

Our role as a contractor to agencies and departments of the U.S.

government results in our being routinely subject to investigations, audits and reviews relating to our information provided in our government contract bids and proposals and contractor registrations, as well as compliance with our government contracts and related laws and regulations, which may be conducted without our knowledge.

Adverse findings in these investigations, audits and reviews can lead to criminal, civil or administrative proceedings, and we could face civil and criminal penalties and

administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with U.S.

government agencies.

In addition, we could suffer serious harm to our reputation and competitive position if allegations of impropriety were made against us, whether or not true.

Responding to any investigation, audit, review or allegation could result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

If our reputation or relationship with U.S.

government agencies were impaired, or if the U.S.

government otherwise ceased or significantly decreased the amount of business it does with us, it would adversely affect our operations, financial results and business prospects.

Disruptions in U.S.

government operations and funding could have a material adverse effect on our revenues, earnings and cash flows and otherwise adversely affect our financial condition.

A portion of our revenue is generated from agreements with the U.S.

Any disruptions in federal government operations could have a material adverse effect on our revenues and business operations.

Budget uncertainty, the potential for U.S.

government shutdowns, and/or the failure of the U.S.

government to enact annual appropriations, among other U.S.

government operations pertaining to our business, could have a material adverse effect on our revenues, earnings, and cash flows.

Additionally, disruptions in federal government operations or shifting funding priorities may negatively impact regulatory approvals and guidance that are important to our operations, which may ultimately negatively affect our business, financial conditions, and results of operations.

A meaningful portion of our revenue is generated from U.S.

and other government customers.

Any disruptions in federal government operations could have a material adverse effect on business, financial conditions, and results of operations.

Budget uncertainty, shifting funding priorities, the potential for U.S.

government shutdowns or the need to operate under continuing resolutions, and/or the failure of the U.S.

government to approve budgets could result in contract terminations, delays in contract awards, reduction in contract scope, the failure to exercise contract options, the cancellation of planned procurements and fewer new business opportunities, all of which could have a material adverse effect on our business, financial conditions, and results of operations.

The competitive position of our products depends in part on their ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our products with such third-party products and services, our business, financial position, and operating condition and results of operations could be harmed.

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We employ sophisticated design and testing processes and practices, which include a range of stringent factory and on-site acceptance tests with criteria and requirements that are jointly developed with customers.

Our systems may not be successfully implemented or operate or give the desired output, or we may not be able to detect and fix all

defects in the satellites, hardware and software we utilize for the data we sell or resolve any delays or availability issues in the launch services we procure.

Our systems may not be successfully implemented or operate or give the desired output, or we may not be able to detect and fix all defects in the satellites, hardware and software we utilize for the data we sell or resolve any delays or availability issues in the launch services we procure.

Failure to do so could result in increased costs, lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

Due to environmental and other factors, including those described elsewhere in this section, we may be unable to deliver imagery for the locations, responsiveness and quality requested by customers and therefore fail to meet contractual requirements.

Failure to do so may require us to cancel the contracts and result in lost revenue.

We are partially dependent on resellers of our imagery for a portion of our revenue.

If these resellers fail to market or sell our products and services successfully, our business would be harmed.

Failure to do so may require us to cancel the contracts and result in lost revenue, which could adversely affect our business, financial condition and results of operations.

We are partially dependent on resellers of our imagery and partnerships for a portion of our revenue.

If these resellers or partners fail to market or sell our products and services successfully, our business would be harmed.

We partially rely on resellers and partners to market and sell our products and services.

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If we fail to enter into reseller agreements on a timely basis or if our resellers and partners fail to market and sell our imagery products and services successfully, these failures could negatively impact our business, financial condition and results of operations.

Downturns or volatility in general economic conditions, including as a result of any national or global health concerns, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Downturns or volatility in general economic conditions could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our revenue, gross margin, and ability to achieve and maintain profitability depend significantly on general economic conditions.

Weaknesses in the global economy and financial markets, including current global economic conditions and consumer trends resulting from the lingering impacts of the COVID-19 pandemic, have in some cases led to, and any adverse changes in general domestic and global economic conditions that may occur in the future, including any recession, economic slowdown or disruption of credit markets, may also lead to, lower demand for our platform and data offerings.

Weaknesses in the global economy and financial markets, including current global economic conditions and consumer trends, have in some cases led to, and any adverse changes in general domestic and global economic conditions that may occur in the future, including any recession, economic slowdown or disruption of credit markets, may also lead to, lower demand for our platform and data offerings.

Additionally, the impact of macroeconomic conditions, including adverse global and domestic economic conditions resulting from national or global health concerns or other trends, are highly uncertain and cannot be predicted.

Specifically, additional factors that could have an impact on the demand for our platform and data offerings include worldwide or regional recession, increased unemployment, fluctuations in exchange rates, inflation, failures of banks and financial institutions or other liquidity concerns at such financial institutions, changes in taxation, energy prices, supply chain disruptions, increasing interest rates, and other similar macroeconomic factors.

Specifically, additional factors that could have an impact on the demand for our platform and data offerings include worldwide or regional recession, increased unemployment, fluctuations in exchange rates, inflation, failures of banks and financial institutions or other liquidity concerns at such financial institutions, changes in taxation, energy prices, supply chain disruptions, high interest rates, and other similar macroeconomic factors.

Additionally, the demand for our platform and data offerings may be affected due to financial market volatility, negative financial news, energy shortages or cost increases, labor costs, and other economic factors.

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All of these factors related to global economic conditions, which are beyond our control, could adversely impact our business, financial condition, results of operations and liquidity.

For a more detailed discussion of the COVID-19 pandemic and its recent and potential impact on our business, financial condition, results of operations and liquidity, see “—The effects of the ongoing COVID-19 pandemic have materially affected how we and our customers, vendors, and partners are operating our businesses, and the duration and extent to which this will negatively impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain.”

Our business, financial condition, results of operations, and prospects may be harmed if we are unable to sell multiple data solutions to our existing and new customers.

A significant component of our growth strategy is to increase the number of our services and data solutions, including Planet Monitoring, Planet Tasking, Planet Archive, Planet application programming interfaces (“APIs”), Planet Basemaps, Planet Fusion, Planet Analytic Feeds and Planetary Variables, that we sell to existing and new customers, however, we may not be successful in doing so if our customers find our additional solutions to be unnecessary or unattractive.

We have invested, and intend to continue to invest, significant resources in improving

existing solutions as well as developing and acquiring additional solutions, which resources may not be recovered if we are unable to successfully cross-sell these solutions to customers using one or a couple of our existing solutions.

Any failure to sell additional solutions to current and future customers could harm our business, financial condition, results of operations, and prospects.

We depend on a limited number of suppliers for critical supplies and services, for research, development, manufacturing and launch of our satellites, which could in turn harm our business, prospects, financial condition and results of operations.

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We also utilize a number of key service providers for research and development purposes.

There are also a limited number of suppliers able to launch our satellites, including NewSpace India Limited (Indian Space Research Organization), ArianeSpace SA, Astra Space Inc., Rocket Lab USA Inc., Firefly Aerospace Inc., ISAR Aerospace Technologies Inc., and Space Exploration Technologies Corp.

There are also a limited number of suppliers able to launch our satellites, including NewSpace India Limited (Indian Space Research Organization), ArianeSpace SA, Rocket Lab USA Inc., Firefly Aerospace Inc., ISAR Aerospace Technologies Inc.,

and Space Exploration Technologies Corp.

Should any of our suppliers or service providers’ businesses fail, it would reduce competition and could increase the cost of manufacturing and deploying our satellites, conducting research and development and launch services.

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As a result of the foregoing, any change in supply relationships could have a material adverse effect on our business, financial condition and results of operations.

The effects of the ongoing COVID-19 pandemic have materially affected how we and our customers, vendors, and partners are operating our businesses, and the duration and extent to which this will negatively impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain.

In March 2020, the World Health Organization declared COVID-19 a global pandemic.

This pandemic has adversely affected workforces, organizations, governments, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility.

The ongoing COVID-19 pandemic has also

disrupted the normal operations of many businesses, including ours and those of our customers, vendors, and partners.

For example, in response to the initial outbreak of COVID-19, we took several precautionary steps early to safeguard our business and our people, including implementing travel bans and restrictions, temporarily closing offices and transitioning to a primarily remote working environment, and canceling participation in various industry events.

The ongoing COVID-19 pandemic, as well as intensified measures undertaken from time to time in various countries and territories to contain the spread of COVID-19, including variants thereof, could decrease the spending of our existing and potential new customers, adversely affect demand for our products, cause one or more of our customers, vendors, and partners to file for bankruptcy protection or go out of business, cause one or more of our customers to fail to renew, terminate, or renegotiate their contracts with us, affect the ability of our sales team to travel to potential customers, impact expected spending from existing and potential new customers, negatively impact collections of accounts receivable, and negatively impact the financial markets and therefore our ability to raise additional capital for our business, all of which could adversely affect our business, results of operations, and financial condition.

Further, the sales cycle for a new customer of our technology and services has lengthened since the beginning of the pandemic and could lengthen further, resulting in a potentially longer delay between increasing operating expenses and the generation of corresponding revenue, if any.

Any of the negative impacts of the ongoing COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our business and operations, results of operations, financial condition, and cash flows.

Any of these negative impacts, alone or in combination with others, also could exacerbate many of the other risk factors discussed in this section.

The full extent to which the COVID-19 pandemic will negatively affect our business and operations, results of operations, financial condition, and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including the scope, severity, and duration of the pandemic, the spread of more viral or deadly variants of the virus, and actions taken by governmental authorities and other third parties in response to the pandemic.

We have limited experience with respect to determining the optimal prices and pricing structures for our products and services, which may impact our financial results.

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For example, we generally establish fixed price subscription contracts for our imaging services, the revenue for which is recognized on a straight-line basis over the term of the contract, based on usage by customer over time, or to a lesser degree, up front based on transfer of access to the imagery to the customer.

If we fail to accurately forecast the cost of such contracts, especially for those contracts with unlimited downloads, if we fail to complete our contractual obligations in a manner consistent with the terms of the contract or if we fix the price for some projects too low for the services we ultimately provide, we could adversely affect our overall profitability and/or revenue opportunity, which could have a material adverse effect on our business, financial condition, and results of operations.

revenue opportunity, which could have a material adverse effect on our business, financial condition, and results of operations.

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

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Further, given our reliance on stock-based compensation, any volatility in stock price may impact our ability to retain and attract top talent over time given the competition for strong talent within technology organizations, or could result in additional compensation related expenses and greater dilution to our current stockholders.

We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our profitability.

We believe our long-term value as a company benefits from continued growth, which may, at times, negatively impact our profitability.

We have experienced rapid growth and demand for our services since inception as a result of our focus on growth.

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All of these efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date.

Our business and results of operations will be harmed if our sales and marketing efforts generate increases in revenue that are smaller than anticipated.

Our business and results of operations

will be harmed if our sales and marketing efforts generate increases in revenue that are smaller than anticipated.

We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

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For the fiscal year ended January 31, 2024, one customer accounted for 21% of revenue.

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

As of January 31, 2024, no customer accounted for 10% or more of accounts receivable.

Further, accounts receivable are typically unsecured and are thus subject to the increased risk of us being unable to collect on overdue amounts.

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In addition, if we are unable to diversify our customer base, we will continue to be susceptible to risks associated with customer concentration.

Our business is capital intensive and we may not be able to raise adequate capital to finance our business strategies, or we may be able to do so only on terms that significantly restrict our ability to operate and grow our business.

We have experienced net losses and negative cash flows used in operations.

We believe our cash and cash equivalents on hand, together with cash we expect to generate from future operations, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this report.

However, the implementation of our business strategy requires a substantial outlay of capital.

As we pursue our business strategies and seek to respond to developments in our business and opportunities and trends in our industry, our actual capital expenditures may differ from our expected capital expenditures.

Historically, we have funded our operations and capital expenditures primarily through sales of our preferred stock, supplemented by loans from financial institutions.

No assurances can be given that our available funds and cash flow from operations will be sufficient to meet our cash needs for the future, or that we will not require additional equity or debt financing.

In addition, if one of our satellite launches fail or if our satellites need to be replaced, there is no assurance of insurance recovery or the timing thereof and we may need to exhaust or significantly draw upon our available debt facilities or obtain additional financing.

If we determine we need to obtain additional funds through external financing and are unable to do so, we may be prevented from fully implementing our business strategy.

The availability and cost to us of external financing depend on a number of factors, including our financial performance and general market conditions, including any impact of national or global health concerns, inflation or rising interest rates, bank and financial institution stability or other global events that may have on general market conditions or the capital markets specifically.

Declines in our expected future revenues under contracts with customers and challenging business conditions faced by our customers are among the other factors that may adversely affect our credit and access to the capital markets.

Other factors that could impact the availability and cost to us of external financing include the amount of debt in our current or future capital structure, activities associated with strategic initiatives, the health of our satellites, the success or failure of our planned launches, our expected future cash flows and the capital expenditures required to execute our business strategy.

The overall impact on our financial condition of any transaction that we pursue may be negative or may be negatively perceived by potential lenders and may result in less access to the capital markets.

Long-term disruptions in the capital or credit markets as a result of uncertainty or recession, changing or increased regulation or failures of significant financial institutions could adversely affect our access to capital.

A deterioration in our financial performance or general market conditions could limit our ability to obtain financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available and, in either case, could result in our deferring or reducing capital expenditures including on new or replacement satellites.

In addition, sustained or increased economic weaknesses or pressures or new economic conditions may limit our ability to generate sufficient internal cash to fund investments, capital expenditures, acquisitions and other strategic transactions and/or the development, design, acquisition and construction of new satellites.

We cannot predict with any certainty whether or not we will be impacted by economic conditions.

As a result, these conditions make it difficult for us to accurately forecast and plan future business activities because we may not have access to funding sources necessary for us to pursue organic and strategic business development opportunities.

We cannot assure you that additional financing will be available to us on favorable terms when required, or at all.

If we raise additional funds through the issuance of equity or debt securities, those securities may have rights, preferences or privileges senior to the rights of our Class A common stock and our stockholders may experience dilution.

We have experienced, and expect to continue to experience, seasonality in our business and fluctuations in our operating results due to usage-based contracts.

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This delay in building new satellites could seriously harm our business.

We may face exposure to foreign currency exchange rate fluctuations.

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro.

We expect our non-U.S.

operations to continue to grow in the near term and we are continually monitoring our foreign currency exposure to determine if we should consider a hedging program.

Today, our non-U.S.

contracts are denominated in either U.S.

dollars or local currency, while our non-U.S.

operating expenses are often denominated in local currencies.

Additionally, as we expand our non-U.S.

operations, a larger portion of our operating expenses may be denominated in local currencies.

Therefore, increases in the value of the U.S.

dollar and decreases in the value of foreign currencies could result in the dollar equivalent of our revenues being lower.

We rely upon third-party providers of cloud-based infrastructure to host our products.

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Our cloud-based products depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers.

Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new

customers or expand the usage of our existing customers, which could adversely affect our business, financial condition and results of operations.

Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new customers or expand the usage of our existing customers, which could adversely affect our business, financial condition and results of operations.

In addition, any incident affecting our third-party hosting services’ infrastructure may be caused by human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events, including events related to climate change.

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If such media coverage presents, or relies on, inaccurate, misleading, incomplete, or otherwise damaging information regarding Planet, such coverage could damage our reputation in the industry and with current and potential customers, employees, and investors, and our business, financial condition, results of operations, and growth prospects could be adversely affected.

We are subject to a series of risks related to climate change.

There are inherent climate-related risks wherever business is conducted.

Climate change may increase the frequency and/or intensity of such events.

For example, in certain areas, there has been an increase in power shutoffs associated with wildfire prevention.

For example, to the extent catastrophic events become more frequent, it may adversely impact the availability or cost of insurance.

Interruption or failure of our infrastructure or loss of our data storage due to a natural catastrophic event such as a pandemic, earthquake, fire, or flood, or a man-made problem such as a power disruption, computer virus, data security breach, terrorism or war, could hurt our ability to perform our daily operations effectively and provide our products and services, which could damage our reputation and harm our operating results.

Our business operations are subject to interruption by natural disasters, flooding, fire, power shortages, public health epidemics or pandemics, terrorism, political unrest, cyber-attacks, geopolitical instability, war, the effects of climate change and other events beyond our control.

For example, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity.

A significant natural disaster, such as an earthquake, fire or flood, occurring at our headquarters, at one of our other facilities, or at a facility where one of our launch partners is located or where our third-party suppliers’ facilities are located could adversely affect our business, results of operations and financial condition.

Any downtime, damage to or failure of our systems as a result of a natural disaster or man-made problem could result in interruptions in our service, which could reduce our revenue and profits.

We do not currently maintain a back-up production facility from which we can continue to collect, process and deliver imagery in the event of the loss of our primary capabilities.

In the event we are unable to collect, process and deliver imagery from our primary facilities, our daily operations and operating results may be materially and adversely affected.

Further, climate change has increased, and may continue to increase, the rate, size, and scope of natural disasters.

For more information, see “—We are subject to a series of risks related to climate change.” In the event of such a natural disaster or other disruption, we could experience disruptions to our operations or the operations of suppliers, subcontractors, distributors, or customers, which could affect our ability to maintain launch schedules or fulfill our customer contracts.

The occurrence of any of the foregoing could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.

Such attacks could come from individuals, companies, rogue groups, terrorist organizations, governments, or affiliated actors.

This risk is heightened by the geopolitical relevance of Planet’s data, which may expose globally the sensitive operations of such entities.

This is especially true with respect to countries known or suspected to have actively carried out offensive operations on their own.

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

Certain of these events may become more frequent or intense as a result of climate change.

For more information, see “—We are

subject to a series of risks related to climate change.” Further, if there is high demand on our constellation to capture images in a certain area, we may have difficulty tasking sufficient satellite coverage to capture high-resolution images in another region.

As a result of the foregoing, customers may not be able to procure images they want, which could adversely affect our relationship with such customers and our general reputation.

Increased attention to, and evolving expectations for, sustainability and environmental, social, and governance (“ESG”) initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.

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Moreover, actions or statements that we may take based on based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation.

including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.

If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the timeline and manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.

For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to a variety of perceived deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve.

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In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters.

For example, the SEC has proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors.

For example, in March 2024, the SEC adopted new rules that require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors.

The Biden Administration has also proposed revisions to the Federal Acquisition Regulation which, if adopted, would require similar compliance costs, increased liability for our climate-related disclosures, as well as, for certain suppliers, adoption of climate-related targets subject to the methodology of the Science Based Targets Initiative, which may influence our climate and business strategy in ways other than we might prefer.

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This mission is a significant part of our business strategy and who we are as a company.

However, we may make decisions regarding our business and products in accordance with our mission and values that may reduce our short- or medium-term operating results if we believe those decisions are consistent with the mission.

However, we may make decisions regarding our business and products in accordance with our mission and values that may reduce our short- or medium-term

operating results if we believe those decisions are consistent with the mission.

Although we expect that our commitment to the mission will, accordingly, improve our financial performance over the long term, these decisions may not be consistent with the expectations of investors and any longer-term benefits may not materialize within the time frame we expect or at all, which could harm our business, revenue and financial results.

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Factors that may cause these quarterly fluctuations include, without limitation, those listed below:

• the impact of an economic downturn or market volatility, including downturn caused by national and global health concerns, geopolitical tensions, inflation or rising interest rates, on our business and the businesses of our customers, prospective customers and partners;

• the impact of an economic downturn or market volatility, including downturn caused by national and global health concerns, geopolitical tensions, inflation or high interest rates, on our business and the businesses of our customers, prospective customers and partners;

• our ability to attract new customers;

• our customer renewal and adoption rates, and our ability to expand use of our platform by existing customers;

• the timing and rate at which we sign agreements with customers, including the impact of cost reduction measures, delayed purchasing decisions or prolonged sales cycles at prospective or existing customers as a result of the effects of the COVID-19 pandemic and other factors outside of our control;

• the timing and rate at which we sign agreements with customers, including the impact of cost reduction measures, delayed purchasing decisions or prolonged sales cycles at prospective or existing customers as a result of the effects of macroeconomic and geopolitical factors outside of our control;

• the contract value of agreements with customers;

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• a significant portion of our revenue is recognized ratably over the term of the contract with the customer, with some contracts’ terms being several years long and, as a result, any downturn or upturn in sales may not be immediately reflected in our results of operations;

• the financial condition and creditworthiness of our customers, including greater unpredictability in our customers’ willingness or ability to timely pay for subscriptions to our platform as a result of the COVID-19 pandemic, geopolitical tensions, inflation or rising interest rates;

• the financial condition and creditworthiness of our customers, including greater unpredictability in our customers’ willingness or ability to timely pay for subscriptions to our platform as a result of the geopolitical tensions, inflation or high interest rates;

• the timing of expenses related to the development or possible acquisition and integration of technologies or businesses and potential future charges for impairment of goodwill and long-lived assets from acquired companies;

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• the effects of national and global health concerns, such as the COVID-19 pandemic;

• the effects of acts of terrorism, war or political instability, both domestically and internationally, including the current events involving Russia and Ukraine, as well as any sanctions or resulting geopolitical tensions, changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions;

• the effects of acts of terrorism, war or political instability, both domestically and internationally, including the current events involving Russia and Ukraine, and Israel and Hamas, respectively, as well as any sanctions or resulting geopolitical tensions, changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions;

• general economic, industry, market and geopolitical conditions and uncertainty, both domestically and internationally.

We could incur substantial losses from our cash and investment accounts if one of the financial institutions that we use fails or is taken over by the U.S.

Federal Deposit Insurance Corporation (“FDIC”).

We maintain cash and investment accounts, as well as restricted cash as certificates of deposits for facility leases and other contractual obligations, at multiple financial institutions in amounts that are significantly in excess of the limits insured by the FDIC.

If one or more of the institutions with which we maintain accounts were to fail or be taken over by the FDIC, such as the recent take-over of Silicon Valley Bank where we held some of our accounts prior to such bank’s failure, our ability to access such accounts might be temporarily or permanently limited.

While we take steps to ensure the loss of all or a significant portion of any uninsured amount would not have an adverse effect on our ability to pay our operational expenses or make other payments, the failure of a financial institution where we hold any amount of money may require us to move funds to another bank, which could cause a temporary delay in making payments to our vendors and employees, or under other contractual arrangements, and cause other operational inconveniences.

Additionally, any losses or delay in access to funds as a result of such events could have a material adverse effect on our ability to meet contractual obligations, earnings, financial condition, cash flows and stock price.

Risks Related to Our Intellectual Property

Our past and future acquisitions will require significant management attention.

Our acquisitions could disrupt our business, dilute stockholder value or adversely affect our operating results.

As part of our business strategy, we may make investments in complementary companies, products or technologies, and these acquisitions could pose challenges or risks.

In this regard, we have made strategic acquisitions, including the acquisition of the BlackBridge group of companies in September 2015, the Terra Bella business from Google in April 2017, Boundless Spatial in March 2019, VanderSat in December 2021, Salo Sciences in January 2023, and Sinergise in August 2023.

We do not know if we will be able to complete any future acquisitions or successfully integrate any acquired business, operate it profitably or retain its key employees, customers, partners or vendors.

Integrating any newly acquired business, product or technology could be expensive and time-consuming, could disrupt our ongoing business and financial performance, and could distract our management.

If we fail to successfully integrate the assets, technologies and employees from any acquired business, our revenue and operating results could be adversely affected.

Any integration process will require significant time and resources, and we may not be able to manage the process successfully.

We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

Further, any debt we incur to complete an acquisition could result in increased fixed obligations and include certain covenants that could impede our ability to manage our operations.

Alternatively, if we use equity to finance any acquisitions, it could dilute our current stockholders.

Issues in the use of artificial intelligence, including machine learning and computer vision (together, “AI”), in our geospatial data and analytics platforms may result in reputational harm or liability.

AI is enabled by or integrated into some of our and our third-party partners’ geospatial data and analytics platforms and is a growing element of our business offerings.

As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business.

AI algorithms may be flawed.

Data sets may be insufficient, of poor quality, or contain biased information.

Inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions.

If the analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm.

Some AI scenarios present ethical issues.

If we or our third-party partners enable or offer AI solutions that are controversial because of their purported or real impact on society, governments, the socio-political climate, our financial condition and operations or the financial condition and operations of our customers, we may experience competitive harm, legal liability and brand or reputational harm.

Our customers may fail to pay us in accordance with the terms of their agreements, necessitating action by us to compel payment.

We derive revenue principally from licensing rights to use imagery that is delivered digitally to our customers through our online platform.

Our imagery licensing agreements vary by contract, but generally have annual or multi-year contractual terms.

If customers fail to pay us under the terms of our agreements, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of our contracts, including litigation.

The risk of such negative effects increases with the term length of our customer arrangements.

Furthermore, some of our customers may seek bankruptcy protection or other similar relief, including as a result of the impacts and disruptions caused by nationals and global health concerns or other global events, and fail to pay amounts due to us, or pay those amounts more slowly, either of which could adversely affect our business, results of operations and financial condition.

Risks Related to Our Cyber Security, Data Privacy and Intellectual Property

If we or our third-party service providers experience, or are unable to protect against, cyber-attacks, ransomware, security incidents, or security breaches, or if unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, then our platform may be perceived as not being secure, our platform and operations may be disrupted, we may become unable to meet our service level commitments, our reputation may be harmed, demand for our platform and products may be reduced, and we may incur significant liabilities or additional expenses which may not be covered by existing cyber insurance.

We collect, receive, store, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, share, and otherwise process personal information, confidential information and other information, including proprietary and sensitive information, in order to provide our service, to operate our business, for legal and marketing purposes, and for other business-related purposes.

This data may include personal, confidential, or proprietary information.

We rely significantly on third-party service providers and sub-processors to support our operations and to help us deliver services to our customers.

These third parties may store or otherwise process personal information and other information on our behalf.

Security breaches or incidents or unauthorized access to our systems, platform, or products, or the systems of our third-party service providers, could lead to interruptions and other disruptions to our platform and other aspects of our operations, damage or unauthorized access to, or the loss, destruction, unavailability, or unauthorized alteration, disclosure, or other processing of, our or our customers’ data, and claims, demands, disputes, and litigation made or initiated by governmental authorities and private parties, investigations and other proceedings initiated by governmental authorities indemnity obligations, fines, penalties, and other liabilities.

We have previously and may in the future become the target of cyber-attacks by third parties, including by third parties that may seek unauthorized access to our or our customers’ data or to disrupt our ability to provide our services.

In addition, many of our employees work remotely, which may pose additional data security risks (including, for example, an increase in phishing and spam emails experienced in recent years).

While we have taken steps to protect the confidential and personal information that we have access to, our security measures or those of our third-party service providers that store or otherwise process certain data on our behalf, including certain of our and our customers’ data, could be breached or otherwise compromised or we or such service providers could suffer damage or unauthorized access to, or loss, destruction, unavailability, or unauthorized alteration, disclosure, or other processing of, our data or third-party data we or our service providers maintain or otherwise process, including customer data.

Our ability to monitor our third-party service providers’ data security is limited.

Cyber-attacks, computer malware, viruses and other malicious code, employee and contractor mistakes, errors, or malfeasance, social engineering (including spear phishing attacks and certain attacks seeking to deploy ransomware on systems), supply chain attacks, and general hacking have become more prevalent in our industry, particularly against cloud services.

If our security measures are or are believed to have been breached or otherwise compromised, or if we or any of our third-party service providers suffers or are believed to have suffered a security breach or incident, or if any data we or such service providers maintain or otherwise process is, or is believed to have been, damaged, accessed without authorization, or subject to loss, destruction, unavailability, or unauthorized alteration, disclosure, or other processing, whether as a result of third-party action, employee or contractor error, malfeasance, or otherwise, our reputation could be damaged, our business may suffer, and we could incur significant liability.

We use third-party technology, systems, and services in a variety of contexts, including, without limitation, storage of our imagery, encryption and authentication technology, employee email, content delivery to customers, back-office support, credit card processing, and other functions.

Although we have developed systems and processes that are designed to protect customer data and prevent data loss and other security breaches and incidents, including systems and processes designed to reduce the impact of a security breach at a third-party service provider, such measures cannot provide absolute security and may not otherwise be effective.

There can be no assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

Because many different security vulnerabilities exist and exploits of such vulnerabilities continue to evolve, we may be unable to anticipate cyberattacks and other means of attempting or effectuating security breaches or incidents, identify or detect any breach or incident, react in a timely manner, or implement adequate preventative measures.

Among other things, our applications, systems, networks, software, or physical facilities could be breached or otherwise compromised, or the personal or confidential information that we store or otherwise process could be subject to unauthorized acquisition or other processing or otherwise compromised, due to employee error or malfeasance, if, for example, third parties fraudulently induce our employees or our members to disclose information or user names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities.

Additionally, employees or service providers have in the past and may in the future inadvertently misconfigure resources or systems, or misdirect certain communications, in manners that lead to security incidents.

Third parties may also conduct attacks designed to deny customers access to our services or otherwise disrupt our platform or other aspects of our products, services, and operations.

Third parties, including nation-state actors or their agents, may also conduct attacks designed to gain control over our systems, data and satellites.

These and other cybersecurity risks we face may be heightened by conflicts, including the wars between Russia and Ukraine, and Israel and Hamas, respectively, and other geopolitical events.

Further, these risks are heightened by the geopolitical relevance of our data, which may expose globally the sensitive operations of individuals, companies, rogue groups, terrorist organizations, governments, or affiliated actors.

This is especially true with respect to countries known or suspected to have actively carried out offensive operations on their own.

Also, the use of artificial intelligence technologies may result in security incidents and our use of artificial intelligence technologies may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents.

Further, artificial intelligence technologies may be used in connection with certain cybersecurity attacks and may increase the intensity or effectiveness of such attacks or otherwise create heightened cybersecurity risks.

The costs to respond to and otherwise address a security breach or incident and/or mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these matters may not be successful, and these matters could result in interruptions, delays, disruptions, cessation of service, negative publicity, harm to our reputation, and other harm to our business and our competitive position.

For example, the SEC has adopted rules for mandatory disclosures of cybersecurity incidents suffered by public companies and cybersecurity governance

and risk management.

We could be required to fundamentally change our business activities and practices in response to a security breach or incident or related regulatory actions or claims, demands, or litigation (or in anticipation of a potential claim of breach or violation of laws, regulations, or other actual or asserted obligations, or of regulatory action or litigation), any of which could have an adverse effect on our business.

Further, any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of our platform, the reliability of our imagery, and damage to our brand, reduce demand for our products and services, disrupt our platform and other aspects of our business operations, cause us to fail to meet our service level commitments, require us to spend material resources in efforts to investigate or correct the breach or incident and to prevent future security breaches and incidents, expose us to legal proceedings and liabilities, including litigation, regulatory enforcement, and indemnity obligations, result in our customers terminating contracts with us, and adversely affect our business, financial condition, and results of operations.

We cannot be certain that our insurance coverage will be adequate for fines, judgments, settlements, penalties, costs, attorney fees, or other impacts that arise out of privacy or security breaches or incidents.

A privacy or security breach or incident, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business.

In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

Our risks are likely to increase as we continue to expand, grow our customer base, and use, store, transmit, and otherwise process increasingly large amounts of proprietary and sensitive data.

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

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However, third parties may knowingly or unknowingly infringe our intellectual property and proprietary rights, third parties may challenge intellectual property and proprietary rights held by us, pending and future copyright, trademark and patent applications may not be approved, and we may not be able to prevent infringement without incurring substantial expense.

Our ability to enforce and protect our intellectual property rights may be limited in certain countries outside the United States, which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by us.

Competitors also may harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights.

We have asserted, and in the future may continue to assert, our intellectual property rights against third parties.

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Any of these events would have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our revenue is generated by licensing our intellectual property rights in our images to customers.

We implement processes to ensure our customer agreements include the proper restrictions on how customers can use our images and related intellectual property rights.

However, these processes may fail or customers may otherwise not comply with their contractual obligations, which could substantially reduce the value of our images and related intellectual property rights.

Enforcing our intellectual property rights against customers that violate the terms of their license restrictions could be costly, time consuming, and may not always be effective.

We may be, in the future, party to intellectual property rights claims and other litigation which are expensive to support, and if resolved adversely, could have a significant impact on us.

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Any use of open source software inconsistent with our policies or licensing terms could harm our business and financial position.

Risks Related to Legal, Regulatory, Accounting, and Tax Matters

We capture, store, use, and otherwise process data relating to individuals, which subjects us to governmental regulation and other legal obligations related to privacy and data protection, and compliance or any failure to comply with such obligations could harm our business.

We receive, store, and otherwise process personal information and other data, including data relating to individuals.

There are numerous federal, state, local, and foreign laws regarding privacy, data protection, and the retention, sharing, use, disclosure, protection, and other processing of personal information and other data relating to individuals, the scope of which are changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other laws, regulations, industry standards, contractual obligations, or other actual or asserted obligations.

We also are subject to the terms of our own privacy policies and certain obligations to third parties, and may seek to comply with, or be asserted to be subject to, certain industry standards, industry codes of conduct, and other actual or asserted obligations, relating to privacy and data protection.

We strive to comply with all applicable laws and regulations, and all other obligations to which we are subject, relating to privacy and data protection.

It is possible, however, that these or other actual or asserted obligations may be interpreted and applied in manners that are inconsistent among jurisdictions and may conflict with other laws, regulations, other actual or asserted obligations, or our policies or practices.

In addition, the application and interpretation of these laws and regulations are often uncertain and may change over time.

Further, the U.S.

federal and state governments and agencies, as well as foreign governments and regulators, may in the future enact new legislation and promulgate new regulations governing collection, use, disclosure, storage, transmission, destruction, or other processing of personal data and other information.

New or modified laws, regulations, or other actual or asserted obligations, or new interpretations of such laws, regulations, or other actual or asserted obligations, may add additional complexity, requirements, restrictions, and potential legal risk, require additional investment in resources to update compliance programs, may require additional facilities, resources, or practices, such as requirements to maintain or process data in certain jurisdictions, and could impact business strategies and the availability of previously useful data or certain means of using or otherwise processing such data.

Any change to applicable laws, regulations, industry practices or standards, codes of conduct, or other actual or asserted obligations regarding the use, disclosure, or other processing of data, including data of our customers or others, including with respect to manners in which consent for the use, disclosure, or other processing of such data is obtained, could require us to modify our services and features, possibly in a material manner, which we may be unable to do on commercially reasonable terms at all, and may limit our ability to develop new products, services, and features and otherwise make use of data.

Any failure or perceived failure by us to comply with laws, regulations, our privacy policies, contractual or other actual or asserted obligations, including industry standards or codes of conduct, relating to privacy, data protection, or the storage, use, retention, capture, or other processing of data, including personal information or other data relating to individuals, may result in claims, demands, and litigation by private parties, governmental inquiries, enforcement actions, and other proceedings, fines, penalties, or other liabilities, public statements against us by consumer advocacy groups or others, a loss of trust in us by our customers, reduction in demand for our products and services, and other harm to our reputation and market position, any of which could have a material adverse effect on our reputation, business, financial condition, and results of operations.

Our policies regarding customer confidential information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences.

We strive to protect our customers’ confidential information and individuals’ privacy consistent with applicable laws, directives, and regulations.

Consequently, we endeavor to not provide information about our customers to third parties without legal process.

From time to time, government entities may seek our assistance with obtaining information about our customers or could request that we modify our platforms in a manner to permit access or monitoring.

In light of our confidentiality and privacy commitments, we may legally challenge law enforcement or other government requests to provide information, to obtain encryption keys, or to modify or weaken encryption.

To the extent that we do not provide assistance to or comply with requests from government entities, or if we challenge those requests publicly or in court, we may experience adverse political, business, and reputational consequences among certain customers, regulators, or portions of the public.

Conversely, to the extent that we do provide such assistance, or do not challenge those requests publicly in court, we may experience adverse political, business, and reputational consequences from other customers, regulators, or portions of the public arising from concerns over privacy or the government’s activities.

Risks Related to Financial, Accounting, and Tax Matters

We have experienced net losses and negative cash flows used in operations.

However, the implementation of our business strategy requires a substantial outlay of capital.

Historically, we have funded our operations and capital expenditures primarily through sales of our preferred stock, supplemented by loans from financial institutions.

If we determine we need to obtain additional funds through external financing and are unable to do so, we may be prevented from fully implementing our business strategy.

The availability and cost to us of external financing depend on a number of factors, including our financial performance and general market conditions, including any impact of national or global health concerns, inflation or high interest rates, bank and financial institution stability or other global events that may have on general market conditions or the capital markets specifically.

We cannot predict with any certainty whether or not we will be impacted by economic conditions.

We cannot assure you that additional financing will be available to us on favorable terms when required, or at all.

We could be subject to changes in tax rates or the adoption of new tax legislation, whether in or out of the United States, or could otherwise have exposure to additional tax liabilities, which could harm our business.

As a multinational business, we are subject to income and other taxes in both the United States and various foreign jurisdictions.

Changes to tax laws or regulations in the jurisdictions in which we operate, or in the interpretation of such laws or regulations, could significantly increase our effective tax rate and reduce our cash flow from operating activities, and otherwise have a material adverse effect on our financial condition.

For example, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures currently and instead

required taxpayers to capitalize and amortize them over five or fifteen years beginning in 2022, which could cause us to become profitable for tax purposes earlier than anticipated.

Further, the Inflation Reduction Act of 2022 imposed a 1% excise tax on certain repurchases of stock.

In addition, other factors or events, including business combinations and investment transactions, changes in stock-based compensation, changes in the valuation of our deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions, and changes in tax rates, could also increase our effective tax rate.

Our tax filings are subject to review or audit by the U.S.

Internal Revenue Service (the “IRS”) and state, local and foreign taxing authorities.

We may also be liable for taxes in connection with businesses we acquire.

Our determinations are not binding on the IRS or any other taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns.

An assessment of additional taxes because of an audit could harm our business.

Our results of operations may be harmed if we are required to collect sales and use, gross receipts, value added, or similar taxes for our products in jurisdictions where we have not historically done so.

Sales and use, value added, goods and services, and similar tax laws and rates vary greatly by jurisdiction.

Our customers can be located in one jurisdiction, utilize our products through our network equipment in a different jurisdiction, and pay us from an account located in a third jurisdiction.

This divergence, along with the jurisdiction-by-jurisdiction variance in tax laws, causes significant uncertainty in the tax treatment of our business.

There is further uncertainty as to what constitutes sufficient physical presence or nexus for a national, state, or local jurisdiction to levy taxes, fees, and surcharges for sales made over the Internet, and there is also uncertainty as to whether our characterization of our network and products as not taxable in certain jurisdictions will be accepted by national, state, and local taxing authorities.

In determining our tax filing obligations, management has made judgments regarding whether our activities in a jurisdiction rise to the level of taxability.

These judgments may prove inaccurate, and one or more states or countries may seek to impose additional sales, use, or other tax collection obligations on us, including for past sales by us.

It is possible that we could face sales tax audits and that our liability for these taxes could exceed our estimates as state and other tax authorities could still assert that we are obligated to collect additional amounts as taxes from our customers and remit those taxes to those authorities.

A successful assertion by a state, country, or other jurisdiction that we should have been or should be collecting additional sales, use, or other taxes on our network and products could, among other things, result in substantial tax liabilities for past sales, create significant administrative burdens for us, discourage customers from purchasing our network and products, or otherwise harm our business, results of operations, and financial condition.

We may not be able to utilize a significant portion of our net operating losses, which could adversely affect our potential profitability.

As of January 31, 2024, our federal net operating loss carryforwards totaled $555.3 million, of which $259.2 million will expire at various dates through 2038 and $296.1 million will not expire.

Additionally, we have state and foreign net operating loss carryforwards of $332.9 million and $3.9 million, respectively.

federal net operating losses arising in tax years beginning after December 31, 2017 can be carried forward indefinitely, but for taxable years beginning after December 31, 2020, the deductibility of such U.S.

federal NOLs is limited to 80% of current year taxable income.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses and other tax attributes to offset future taxable income or income tax.

In general, an “ownership change” occurs if there is a greater than 50 percentage point change (by value) in a corporation’s equity ownership by certain stockholders over a rolling three-year period.

We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership (many of which are outside our control).

If it is determined that we have in the past experienced an ownership change, or if we undergo one or more ownership changes as a result of future transactions in our stock then we may not be able to utilize a material portion of our net operating losses prior to their expiration, even if we were to achieve profitability.

To the extent we are not able to offset future taxable income with our net operating losses, our net income and cash flows may be adversely affected.

We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics could adversely affect our reputation and our business.

Certain of the metrics that we disclose are calculated using internal company data that has not been independently verified or data from third-party attribution partners.

While these metrics and figures are based on what we believe to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring these metrics and figures across our worldwide client base and user base.

We regularly review and may adjust our processes for calculating our metrics and other figures to improve their accuracy, but these efforts may not prove successful and we may discover material inaccuracies.

In addition, our methodology for calculating these metrics may be updated from time to time and may differ from the methodology used by other companies to calculate similar metrics and figures.

We may also discover unexpected errors in the data that we are using that resulted from technical or other errors.

If we determine that any of our metrics or figures are not accurate, we may be required to revise or cease reporting such metrics or figures.

Any real or perceived inaccuracies in our metrics and other figures could harm our reputation and adversely affect our business.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.

A change in these principles or interpretations could have a significant effect on our reported financial results for periods prior and subsequent to such change.

For example, recent new standards issued by the FASB that could materially impact our consolidated financial statements include certain changes to accounting for leases.

We may adopt one or more of these standards retrospectively to prior periods, and the adoption may result in an adverse change to previously reported results.

Additionally, the adoption of these standards may potentially require enhancements or changes in our systems and could require our financial management to devote significant time and resources to implementing those changes.

If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

The preparation of our consolidated financial statements in conformity with U.S.

generally accepted accounting principles (“U.S.

GAAP”) requires management to make judgments, estimates, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in our public filings, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources.

Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Significant judgments, estimates, and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, stock-based compensation, and income taxes.

Our investment portfolio may become impaired by deterioration of the financial markets.

Our cash equivalent and investment portfolio is invested with a goal of preserving our access to capital, and generally consists of money market funds, commercial paper, corporate debt securities, U.S.

government and U.S.

government agency debt securities.

We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk.

However, volatility in the global financial markets can negatively impact the value of our investments.

If financial markets experience volatility, investments in some financial instruments may pose risks arising from market liquidity and credit concerns.

Our investments are designated as available-for-sale and carried at fair value each reporting period.

Unrealized gains and losses 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 we determine that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss.

Although we believe our current investment portfolio

has little risk of material impairment, we cannot predict future market conditions, market liquidity or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.

We may face exposure to foreign currency exchange rate fluctuations.

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro.

We expect our non-U.S.

operations to continue to grow in the near term and we are continually monitoring our foreign currency exposure to determine if we should consider a hedging program.

Today, our non-U.S.

contracts are denominated in either U.S.

dollars or local currency, while our non-U.S.

operating expenses are often denominated in local currencies.

Additionally, as we expand our non-U.S.

operations, a larger portion of our operating expenses may be denominated in local currencies.

Therefore, increases in the value of the U.S.

dollar and decreases in the value of foreign currencies could result in the dollar equivalent of our revenues being lower.

We could incur substantial losses from our cash and investment accounts if one of the financial institutions that we use fails or is taken over by the U.S.

Federal Deposit Insurance Corporation (“FDIC”).

Risks Related to Legal and Regulatory Matters

We operate in a highly regulated industry and government regulations may adversely affect our ability to sell our services, may increase the expense of such services or otherwise limit our ability to operate or grow our business.

Our industry is highly regulated due to the sensitive nature of satellite technology.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including employment and labor, licensing, export, tax, privacy and data security, health and safety, communications, and environmental issues.

Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably estimate the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes.

In particular, our industry is highly regulated due to the sensitive nature of satellite technology.

The laws and regulations governing our business and operations, including the collection and distribution of satellite imagery, may change in the future.

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or other government regulations.

This risk is heightened by the geopolitical relevance of our data, which can shed light on sensitive operations around the globe.

This risk is heightened by the geopolitical relevance of our data, which can shed light on sensitive operations around the globe, as well as the sensitive nature of our customer base, which include various government agencies.

Moreover, we may face lawsuits or incur liability as a result of the imagery we make available through our products and services.

In any of these cases, our business and operating results may be materially and adversely affected.

Failure to obtain or maintain regulatory approvals and/or adhere to regulatory requirements could result in service interruptions or could impede us from executing our business plan.

The following list summarizes the material regulatory approvals we need to maintain and the various regulatory requirements our satellite operations must adhere to, as well as certain impacts these regulatory approvals and requirements can have on our business and operations.

Failure to obtain or maintain regulatory approvals and/or adhere to regulatory requirements could result in service interruptions, civil penalties, private lawsuits, or the denial, suspension or revocation of licenses, certificates, authorizations or permits, any of which could prevent us from operating our business or could impede our business

The following list summarizes certain material regulatory approvals we need to maintain and the various regulatory requirements our satellite operations must adhere to, as well as certain impacts these regulatory approvals and requirements can have on our business and operations.

Regulatory frameworks and our products evolve over time and thus additional material regulatory approvals could develop in the future.

NOAA Approvals .

Our business requires licenses from the National Oceanic and Atmospheric Administration (“NOAA”).

Our business requires licenses from the Commercial Remote Sensing Regulatory Affairs

office of the National Oceanic and Atmospheric Administration (“NOAA”), and we currently hold various active licenses issued by NOAA for the operation of our equipment.

License approval can include an interagency review of national security, foreign policy, and international obligations implications, including consultations with the U.S.

Department of Defense and U.S.

Department of State.

There can be no assurance that NOAA will renew the licenses we hold, accept necessary modifications to the licenses we currently hold, grant new licenses, or that coordination conditions can continue to be met.

Moreover, the rules and regulations of NOAA, and their interpretation and application, may change, and NOAA may adopt regulations that impact our ability to collect imagery or otherwise limit or restrict our operations as presently conducted or currently contemplated.

Under our NOAA licenses and NOAA rules and requirements, the U.S.

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Additionally, we must obtain NOAA approval for changes to material facts in our NOAA licenses.

If NOAA revokes, modifies, or fails to renew the licenses we hold, or fails to grant a new license or modification in a timely manner, or if we fail to satisfy any of the conditions of our respective licenses, we may not be able to continue to provide our products and services;

should we not obtain necessary licenses or approvals in a timely manner, our products and services may not be competitive.

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Export Approvals.

Satellite, launch integration and ground station equipment, know-how and related technology are controlled under export control regulations known as International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”).

Pursuant to ITAR or EAR, we, or our suppliers, must obtain export licenses from the Department of State or Department of Commerce, and in some cases from foreign government agencies, in order to hire non-U.S.

persons for certain technical roles, export satellite or ground station equipment and related technology to non-U.S.

locations, or exchange certain types of technical information with non-U.S.

Export licenses can take up to three months or longer to be processed, and neither the Department of State, Department of Commerce, nor any corresponding foreign government agency is obligated to approve any license application.

Changes in the export controls laws or regulations or U.S.

government licensing policies, or our inability or the inability of our suppliers to get required export approvals for equipment and technology, could materially affect our business as currently expected.

Planet’s satellite and ground station hardware, software, and related technology is controlled for export.

Any export of hardware or software, and the provision of services and related technology, outside of the United States or to non-U.S.

persons may be subject to U.S.

and international export control laws and regulations including the International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”).

See additional information relating to trade control risks below.

FCC Approvals .

Our operation of satellites and ground terminals also requires licenses from the Federal Communications Commission (the “FCC”).

Our operation of satellites and U.S.

ground terminals also requires licenses from the Federal Communications Commission (the “FCC”), and we currently hold various active licenses issued by the FCC for the operation of these facilities.

The FCC regulates the launch and operation of our satellites, the use of the radiofrequency spectrum used by our satellites and the licensing of our ground terminals located within the United States.

We are also subject to the FCC’s rules and regulations and the terms of our licenses, which require us to comply with various operating conditions and requirements.

As conditions and requirements to our licenses, we

are required to share spectrum with other users and to coordinate our spectrum use with other satellite operators, including certain agencies of the U.S.

As conditions and requirements to our licenses, we are required to share spectrum with other users and to coordinate our spectrum use with other satellite operators, including certain agencies of the U.S.

federal government, to avoid interference to or from other satellites.

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Further, our radio frequency operations may be subject to harmful interference from new or modified spectrum uses.

If we obtain a required authorization but we do not meet milestones regarding the construction, launch and operation of a satellite by deadlines that may be established in the authorization, we may lose our authorization to operate a given satellite.

We believe our current operations adhere to FCC requirements.

However, the FCC licenses we currently hold are subject to potential revocation, modification, or nonrenewal by the FCC.

While the FCC generally renews licenses routinely, there can be no assurance that our licenses will be renewed at their expiration dates on favorable terms or without adverse conditions.

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Moreover, should we not obtain necessary licenses or approvals for new operations in a timely manner, we may not be able to expand our operations, products, and services.

In addition, if we do not obtain required authorizations in the future, we may not be able to operate our existing facilities.

Finally, the rules and

regulations of the FCC, and their interpretation and application, may change, and such authorities may adopt regulations that impact our ability to collect imagery or otherwise limit or restrict our operations as presently conducted or currently contemplated, and these changes in rules or regulatory policy may significantly affect our business.

Other International Registration and Approvals .

The use of satellite frequency spectrum and orbital positions internationally is subject to the rules and requirements of the International Telecommunication Union (“ITU”).

The use of radio frequency spectrum for satellite communications and the use of orbital positions internationally is subject to the rules and requirements of the International Telecommunication Union (“ITU”).

Additionally, satellite operators must abide by the specific laws of the countries in which downlink services are provided from the satellite to ground terminals within such countries.

The FCC has coordinated the operations for each of our satellites pursuant to the ITU requirements.

The FCC has coordinated or is in the process of coordinating, the operations for each of our satellites pursuant to the ITU requirements.

Coordination of our satellites with other satellite systems is required by the ITU to help prevent harmful radio frequency interference from or into existing or planned satellite operations.

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If Planet or its vendors are not successful in obtaining the necessary approvals, we will not be able to downlink imagery in those foreign locations.

Our inability to obtain the necessary foreign licenses or authorizations could negatively affect our business.

Our inability, or our vendors’ inability, to obtain the necessary foreign licenses or authorizations could negatively affect our business.

In addition, regulatory provisions in countries where we wish to operate may impose unduly burdensome restrictions on our operations.

Our business may also be adversely affected if the national authorities where we plan to operate adopt treaties, regulations or legislation unfavorable to foreign companies.

Additional Regulatory Issues .

Our launch and operation of planned satellites and ground stations may require additional regulatory authorizations from the FCC, NOAA, and/or a non-U.S.

licensing jurisdiction.

Obtaining launch windows for planned satellites and ground stations, preparing for launch, and working with the requisite equipment in foreign jurisdictions may require additional coordination between us, our launch services providers, and/or various U.S.

and foreign regulators.

Failure to obtain these approvals may result in delays in launches of satellites or servicing of launched satellites, which in turn may materially affect our business.

The rules and regulations of these regulatory authorities are subject to change and may not continue to permit our operations as currently conducted or as we plan to conduct them.

For example, the FCC has an open notice of proposed rulemaking relating to mitigation of orbital debris, which could affect us and our operations, including by requiring us to redesign our satellites, incur operational burdens, and/or assume increases in production and launch costs.

For example, the FCC recently adopted rules requiring the deorbiting of certain satellites – including those we may launch in the future – after five years to mitigate the risk of orbital debris.

The FCC continues to consider the imposition of additional rules and reporting obligations that could affect us and our operations, including by requiring us to redesign our satellites, incur operational burdens, and/or assume increases in production and launch costs.

In addition, some legislators have discussed vesting additional authority in the Commerce Department and/or NASA in certain areas related to our operations, which could result in additional regulatory burdens affecting us and our operations in a similar manner.

We are subject to the requirements of the National Industrial Security Program Operating Manual for the facility security clearance of our subsidiary, Planet Labs Federal, Inc., which is a prerequisite to our ability to perform services requiring access to classified information and information systems for the U.S.

A facility security clearance is required for a company to receive information and perform on classified contracts for the U.S.

Department of Defense and certain other agencies of the U.S.

Security clearances are subject to regulations and requirements including the National Industrial Security Program Operating Manual (“NISPOM”), which specifies the requirements for the protection of classified information released or disclosed in connection with classified U.S.

government contracts.

We require certain facility and personnel security clearances to perform our classified U.S.

government related business.

A facility security clearance is required for a company to perform on classified contracts and subcontracts for U.S.

government customers.

Security clearances are subject to regulations and requirements including the National Industrial Security Program Operating Manual (“NISPOM”), which specifies the requirements for the access to and protection of classified information.

As such, we must comply with the requirements of the NISPOM and any other applicable U.S.

government industrial security regulations.

If we were to violate the terms and requirements of the NISPOM or any other applicable U.S.

government industrial security regulations (which apply to us under the terms of classified contracts), our cleared facility could lose its facility security clearance.

Further, obtaining and maintaining security clearances for employees involves a lengthy process and it can be difficult to identify, recruit and retain employees who already hold security clearances.

If our employees are unable to obtain or retain security clearances or if our employees who hold security clearances terminate employment with us, our ability to perform the work under the contract may be negatively affected, and the customer whose work requires cleared employees could terminate the contract or decide not to renew it upon its expiration.

We cannot be certain that we will be able to maintain our facility security clearance.

If for some reason our facility security clearance is invalidated or terminated, we would not be able to continue to perform on classified contracts and would not be able to enter into new classified contracts, which could adversely affect our revenues.

comply with the NISPOM or other security requirements may subject us to civil or criminal penalties, loss of access to classified information, loss of a U.S.

government contract, or potentially debarment as a government contractor.

The inability to obtain and maintain our facility security clearance would have a material adverse effect on our business, financial condition and operating results.

Further, we are limited in our ability to provide specific information about any security designated programs that we may participate in, their risks, or any disputes or claims relating to such programs.

As a result, investors have less insight into our security designated programs than our other businesses and therefore less ability to fully evaluate the risks related to our security designated business or our business overall.

We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.

If we, our employees or contractors were to violate the NISPOM or any other applicable U.S.

government industrial security regulations, Planet Labs Federal, Inc.

could lose its facility security clearance.

Further, obtaining and maintaining security clearances for employees involves a lengthy process and it can be difficult to identify, recruit and retain employees who hold or are able to obtain security clearances.

If our employees are unable to obtain or retain security clearances or if our employees who hold security clearances terminate employment with us, our ability to perform classified work may be negatively affected, including the potential termination of a classified contract.

We cannot guarantee that we will be able to maintain our facility security clearance.

Failure to comply with the NISPOM or other security requirements may subject us to civil or criminal penalties, loss of the facility clearance, loss of U.S.

government contracts, or potential suspension or debarment as a government contractor, any of which could have a material adverse effect on our business, financial condition and operating results.

Further, we are limited in our ability to provide specific information about our classified work, associated risks, or any disputes or claims relating to such work.

As a result, investors have less insight into our classified work than our other businesses and therefore less ability to fully evaluate the related risks.

We are subject to anti-corruption and anti-bribery laws and anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.

We are subject to the U.S.

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§ 201, the U.S.

Travel Act, and other anti-bribery and anti-money laundering laws in the countries in which we conduct activities.

Travel Act, and other anti-corruption and anti-bribery laws, anti-money laundering laws and similar laws in the countries in which we conduct activities.

Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies and their employees and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

As we increase our international sales and business and sales to the public sector, we may engage with business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses, and other regulatory approvals.

In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.

We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable laws, for which we may be ultimately held responsible.

As we increase our international sales and business, we engage with business partners and third-party intermediaries to conduct our business, including marketing our products and obtaining necessary permits, licenses, and other regulatory approvals.

In addition, we or our employees, representatives, contractors, partners, agents and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.

We can be held liable for the corrupt or other illegal activities of our employees, representatives, contractors, partners, agents and third-party intermediaries, even if we do not explicitly authorize such activities.

These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions.

While we have policies and procedures to address compliance with such laws, we cannot assure you that all of our employees, representatives, contractors, partners, agents and third-party intermediaries will not take actions in violation of our policies and applicable laws, for which we may be ultimately held responsible.

As we increase our international sales and business, our risks under these laws may increase.

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Enforcement actions and sanctions could further harm our business.

We are subject to international trade and governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls.

Any export of hardware or software, and the provision of services and related technology, may be subject to U.S.

and international export control laws and regulations and trade and economic sanctions including the ITAR, the EAR, trade and economic sanctions maintained by the Office of Foreign Assets Control and similar laws of other jurisdictions.

If we do not maintain our existing authorizations or obtain future export licenses in accordance with the export control laws and regulations, we may be unable to export hardware or software or provide services and related technical technology outside of the United States or to non-U.S.

If we were to fail to comply with such export control laws and regulations, economic sanctions, international trade regulations, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.

Obtaining the necessary export license for a particular export, including to foreign national employees of Planet, to ground station sites, or to cover a sale or offering may not be possible, may be time-consuming and may result in the delay

or loss of sales opportunities.

Furthermore, export control laws and economic sanctions in many cases prohibit the export of software and services to certain sanctioned countries and persons, as well as for prohibited end-uses.

Even though we take precautions to ensure that we and our partners comply with all relevant export and import control laws and regulations, any failure by us or our partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.

In addition, various countries regulate the import of certain encryption software and technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute hardware and software or could limit our ability to provide or receive services.

Because we use hardware and software that incorporate encryption functionality, we may be subject to certain of these provisions.

The following developments could result in decreased use of our services by, or in our decreased ability to export or sell our services to, existing or potential end-customers with international operations or to export controlled technology and software to our foreign national employees:

any change in export or import laws or regulations, economic sanctions or related legislation;

shift in the enforcement or scope of existing export, import or sanctions laws or regulations;

or change in the countries, governments, persons, or technologies targeted by such export, import or sanctions laws or regulations.

Any decreased use of our services or limitation on our ability to export to or sell our technology or services in international markets or to export controlled technology and software to our foreign national employees could adversely affect our business, financial condition and results of operations.

Failure to comply with governmental laws and regulations could harm our business.

Our business is subject to regulation by various federal, state, local and foreign governments.

Our business is subject to regulation by various federal, state, local and foreign governments, including those regulators discussed above.

In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States.

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Enforcement actions and sanctions could harm our business, reputation, operating results and financial condition.

For example, we are subject to governmental trade sanctions laws, and export and import controls, that could impair our ability to compete and subject us to liability if we are not in full compliance with applicable laws.

In addition, U.S.

export controls and economic sanctions prohibit the provision of certain products and services to countries, governments, and persons targeted by U.S.

sanctions, which may change over time.

Specifically, U.S.

sanctions that have been or may be imposed as a result of global events, such as the events involving Russia and Ukraine, may impact our ability to continue business activities with people and entities covered by such sanctions.

If we fail to comply with export and import regulations and such economic sanctions, penalties could be imposed, including fines and/or denial of certain export privileges.

We are also exposed to the risk of fraud, misconduct or other improper activities by our employees, consultants, advisors and partners, as well as third parties that we may use from time to time to perform services or act on our behalf.

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Such liabilities may create harm to our reputation, inhibit our plans for expansion, or lead to extensive liability either to private parties or government regulators, which could adversely impact our business, results of operations, and financial condition.

Our policies regarding customer confidential information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences.

We strive to protect our customers’ confidential information and individuals’ privacy consistent with applicable laws, directives, and regulations.

Consequently, we endeavor to not provide information about our customers to third parties without legal process.

From time to time, government entities may seek our assistance with obtaining information about our customers or could request that we modify our platforms in a manner to permit access or monitoring.

As a multinational business, we are subject to income and other taxes in both the United States and various foreign jurisdictions.

changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions, and changes in tax rates, could also increase our effective tax rate.