What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-29 compared with 2023-03-30 · 333 added, 322 removed, 1181 unchanged (36% of the section changed)

Financial Statements

Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

76 unchanged sentences

Cash and cash equivalents $ 83,866 $ 181,892

Restricted cash and cash equivalents, current 8,360 527

Short-term investments 215,041 226,868

24 unchanged sentences

Public and private placement warrant liabilities 2,961 16,670

Deferred rent — 798

Operating lease liabilities 17,145 —

Operating lease liabilities, non-current 16,952 17,145

Contingent consideration 5,885 7,499

26 unchanged sentences

Loss from operations ( 169,748 ) ( 175,675 ) ( 128,051 )

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

Debt extinguishment loss

— — ( 1,690 )

Interest income 15,414 7,672 21

31 unchanged sentences

Shares Amount Shares Amount

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

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

Issuance of Class A common stock from the exercise of common stock options — — 1,670,778 — 539 — — 539

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

Change in translation — — — — — 276 — 276

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

Balances at January 31, 2021

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

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

13 unchanged sentences

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

Continued on next page

Planet Labs PBC

Consolidated Statements of Stockholders’ Equity

Continued from previous page

(in thousands, except share amounts)

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Income Accumulated

Deficit Total

Stockholders’

Shares Amount Shares Amount

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

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

9 unchanged sentences

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

Issuance of Class A common stock from the exercise of common stock options — — 3,133,394 — 7,388 — — 7,388

Issuance of Class A common stock upon vesting of restricted stock units — — 8,341,474 — — — — —

Issuance of Class A common stock for acquisition of business — — 6,745,438 1 21,621 — — 21,622

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

Class A common stock withheld to satisfy employee tax withholding obligations — — ( 2,876,919 ) — ( 8,970 ) — — ( 8,970 )

Stock-based compensation — — — — 59,476 — — 59,476

Net unrealized gain on available-for-sale securities, net of taxes — — — — — 89 — 89

— — 2,148,543 — — — — —

Change in translation — — — — — ( 766 ) — ( 766 )

Net loss — — — — — — ( 140,509 ) ( 140,509 )

Balances at January 31, 2024 — $ — 289,275,491 $ 28 $ 1,596,201 $ 1,594 $ ( 1,079,805 ) $ 518,018

See accompanying notes to consolidated financial statements.

10 unchanged sentences

Change in fair value of convertible notes and warrant liabilities ( 13,709 ) ( 6,554 ) ( 5,726 )

Debt extinguishment (gain) loss — 1,671 ( 673 )

Deferred income taxes ( 456 ) ( 1,393 ) —

Change in fair value of contingent consideration ( 741 ) — —

Debt extinguishment loss

Amortization of debt discount and issuance costs — — 2,635

13 unchanged sentences

Maturities of available-for-sale securities 161,317 55,172 —

Sales of available-for-sale securities 45,580 — —

Purchases of available-for-sale securities ( 189,142 ) ( 280,297 ) —

8 unchanged sentences

Principal payment of debt — — ( 66,950 )

Proceeds from issuance of debt and common stock warrants, net of issuance costs — — 14,862

Principal payment of convertible notes — — ( 2,586 )

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

Other ( 15 ) ( 504 ) —

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

Net cash provided by (used in) financing activities ( 1,598 ) 7,860 489,184

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents 17 ( 402 ) ( 1,550 )

2 unchanged sentences

Cash and cash equivalents, and restricted cash and cash equivalents at the end of the period $ 102,198 $ 188,076 $ 496,814

Planet Labs PBC

Consolidated Statements of Cash Flows

Year Ended January 31,

2 unchanged sentences

Cash paid for interest $ — $ — $ 6,753

Cash paid for income tax $ 3,100 $ 884 $ 1,084

Net cash paid (received) for income tax

$ ( 158 ) $ 3,100 $ 884

Supplemental disclosures of noncash investing and financing activities

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The Company is headquartered in San Francisco, California, with operations throughout the United States ( “ U.S.”), Canada, Asia and Europe.

The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore and the Netherlands.

The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore, Slovenia, Austria and the Netherlands.

On July 7, 2021, Planet Labs Inc.

27 unchanged sentences

As of January 31, 2024 and 2023, the Company had $ 83.9 million and $ 181.9 million of cash and cash equivalents, respectively.

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

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

Additionally, as of January 31, 2024 and 2023, the Company had short-term investments of $ 215.0 million and $ 226.9 million, respectively, which are highly liquid in nature and available for current operations.

Use of Estimates

1 unchanged sentence

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

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

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

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

1 unchanged sentence

however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements.

Due to the COVID-19 Coronavirus pandemic (“COVID-19” or “COVID-19 pandemic”), and current events involving Russia and Ukraine, there is ongoing uncertainty and disruption in the global economy and financial markets.

Due to current geopolitical events, including the war in Ukraine and the Israel-Hamas conflict, there is ongoing uncertainty and disruption in the global economy and financial markets.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities.

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

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

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

No allowances or impairment charges were recognized during the fiscal years ended January 31, 2024 and 2023.

Accounts Receivable and Allowances

13 unchanged sentences

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

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

The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, short-term investments, restricted cash and cash equivalents, accrued liabilities, contingent consideration for acquisitions, warrant liabilities and convertible notes.

Fair Value Option

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

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

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

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

4 unchanged sentences

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

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

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

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

2 unchanged sentences

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

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

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

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

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

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

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

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

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

25 unchanged sentences

The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.

In February 2021, the Company completed an assessment of the useful lives of its satellites and adjusted the estimated useful life of certain satellites from 6 years to 9 years.

This change in accounting estimate was effective beginning in fiscal year 2022.

In August 2021, additional information specific to a single high resolution satellite became available which indicated the useful life of the satellite will be less than originally estimated.

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

The effect of these changes in

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

During the fiscal year ended January 31, 2024, additional information specific to certain high resolution satellites became available indicating that the useful lives of these satellites will be less than originally estimated.

The changes in estimated useful lives for these satellites were accounted for prospectively, resulting in an increase of depreciation expense of $ 7.0 million and an increase in basic and diluted net loss per share attributable to common stockholders of approximately $ 0.02 for the fiscal year ended January 31, 2024.

Capitalized Internal-Use Software Development Costs

35 unchanged sentences

Developed technology 5 to 9

Imagery library 3

Imagery library 5 to 7

Customer relationships 5 to 9

8 unchanged sentences

The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s 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 or archive access licenses.

The Company’s imagery licensing agreements and service agreements are generally non-cancelable and do not contain refund-type provisions.

The Company’s imagery licensing agreements and service agreements are often non-cancelable and do not contain refund-type provisions.

At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct.

13 unchanged sentences

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

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

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

These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts.

16 unchanged sentences

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

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

Employee-related costs include salaries, benefits, bonuses and stock-based compensation.

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

Research and Development Expenditures

1 unchanged sentence

Employee-related costs include salaries, benefits, bonuses and stock-based compensation.

Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iteration.

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

3 unchanged sentences

Sales and marketing expenditures primarily include costs incurred to market and distribute the Company’s products.

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

Sales and marketing expenses are expensed as incurred.

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

Sales and marketing expenses also include fees for professional and consulting services principally consisting of public relations and independent contractor expenses.

Sales and marketing costs are expensed as incurred.

Advertising expenses for the fiscal years ended January 31, 2024, 2023 and 2022 were not material.

18 unchanged sentences

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

The board of directors of the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as

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

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

• relevant precedent transactions including the Company’s capital transactions;

• the liquidation preferences, rights, preferences, and privileges of the Company’s convertible preferred stock relative to the common stock;

• the Company’s actual operating and financial performance;

• the Company’s current business conditions and projections;

• the Company’s stage of development;

• the likelihood and timing of achieving a liquidity event for the common stock underlying the stock options, such as an initial public offering, given prevailing market conditions;

• any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options;

• the market performance of comparable publicly traded companies;

and global capital market conditions.

The board of directors of the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public

Accountants’ Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , to estimate the fair value of its common stock.

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

If different assumptions had been made, equity-based compensation expense, net loss, and net loss per common share could have been significantly different.

5 unchanged sentences

The Company recognizes forfeitures as they occur.

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

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

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

These estimates involve inherent uncertainties and the application of management’s judgment.

The grant date fair value of stock options granted is estimated using the Black-Scholes option pricing model.

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

6 unchanged sentences

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

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

expense over the requisite service period.

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

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

3 unchanged sentences

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

Treasury rates of the same period as the expected term of the Earn-out Shares, which is 5 years from the closing of the Business Combination.

Treasury rates of the same period as the expected term of the Earn-out Shares, which is five years from the closing of the Business Combination.

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

17 unchanged sentences

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

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

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

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

3 unchanged sentences

The Company’s convertible preferred stock was classified as permanent equity, as redemption was solely within control of the Company.

Prior the Business Combination, the Company evaluated the Series B and Series D Preferred Stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded the Series B and Series D preferred stock warrants did not meet the criteria to be classified in stockholders’ equity.

Specifically, the settlement provisions of the Series B and certain Series D preferred stock warrants met the criteria for liability classification as the number of shares to be issued was not fixed at the time of issuance.

Certain other Series D preferred stock warrants met the criteria for liability classification as certain terms of the warrants precluded them from being indexed to the Company’s stock.

Prior to the Business Combination, the Company evaluated the Series B and Series D preferred stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded the Series B and Series D preferred stock warrants did not meet the criteria to be classified in stockholders’ equity.

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

3 unchanged sentences

The Company evaluated such Class A common stock warrants that remained outstanding under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity and concluded they met the criteria to be classified in stockholders’ equity.

Specifically, given that the underlying shares of such warrants are now Class A common stock, the terms of such warrants no longer preclude them from being indexed to the Company’s stock.

Specifically, given that the underlying shares of such warrants are now Class

A common stock, the terms of such warrants no longer preclude them from being indexed to the Company’s stock.

Accordingly, the Class A common stock warrants that remained outstanding were measured at fair value and classified within stockholders’ equity on the date of the Business Combination.

9 unchanged sentences

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

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

Foreign currency gain (loss) was $( 0.5 ) million, $( 0.5 ) million and $( 0.5 ) million for the years ended January 31, 2024, 2023 and 2022, respectively.

7 unchanged sentences

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

The Company considered all series of its

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

The Company considered all series of its convertible preferred stock to be participating securities prior to their conversion into shares of Class A common stock in connection with the Business Combination.

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

Basic net loss per share attributable to common stockholders is the same for Class A and Class B shares of common stock because they are entitled to the same liquidation and dividend rights.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding and the weighted-average number of certain Class A common stock warrants that were previously outstanding and were exercised in connection with the Business Combination.

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

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

2 unchanged sentences

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

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

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

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

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

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

1 unchanged sentence

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

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

Upon adoption, the Company recognized right-of-use (“ROU”) assets and lease liabilities for operating leases of $ 8.4 million and $ 11.4 million, respectively.

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

The Company currently has no finance leases.

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

4 unchanged sentences

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

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

Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.

The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

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

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

Recent Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“Topic 280”):

Improvements to Reportable Segment Disclosures , which clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements under ASC 280, and modifies certain segment disclosure requirements.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”):

Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

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

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

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

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

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

Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures, primarily through changes around the effective tax rate reconciliation and income taxes paid information.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

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

(3) Business Combination

49 unchanged sentences

Deferred Revenue

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

During the fiscal years ended January 31, 2024, 2023 and 2022, the Company recognized revenue of $ 50.9 million, $ 63.2 million and $ 55.2 million, respectively, that had been included in deferred revenue as of January 31, 2023, 2022, and 2021, respectively.

Remaining Performance Obligations

The Company often enters into multi-year imagery licensing arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices at the anniversary of each year.

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods.

1 unchanged sentence

The Company expects to recognize approximately 86 % of the remaining performance obligation over the next 12 months, approximately 98 % of the remaining obligation over the next 24 months, and the remainder thereafter.

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

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

Disaggregation of Revenue

3 unchanged sentences

United States $ 98,720 $ 97,773 $ 55,993

Canada 12,952 9,370 15,910

Rest of world 121,976 93,483 75,216

Total revenue $ 220,696 $ 191,256 $ 131,209

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

No single country other than the U.S.

accounted for more than 10 % of revenue for the fiscal years ended January 31, 2024, 2023, and 2022.

Costs to Obtain and Fulfill a Contract

20 unchanged sentences

Money market funds $ 28,722 $ — $ —

Commercial paper — 999 —

Restricted cash equivalents:

5 unchanged sentences

government agency securities — 9,933 —

Certificates of deposit — 3,431 —

Total assets $ 92,234 $ 168,830 $ —

1 unchanged sentence

Private Placement Warrants — — 1,305

Contingent consideration for acquisition of business — — 8,030

Contingent consideration for acquisitions — — 12,891

Total liabilities $ 1,656 $ — $ 14,196

3 unchanged sentences

Money market funds $ 72,382 $ — $ —

Commercial paper — 999 —

Restricted cash equivalents:

money market funds 5,486 — —

Short-term investments:

Treasury securities 59,433 — —

Commercial paper — 19,849 —

Corporate bonds — 139,589 —

government agency securities — 7,997 —

Total assets $ 137,301 $ 168,434 $ —

1 unchanged sentence

Private Placement Warrants — — 9,701

Contingent consideration for acquisitions — — 8,030

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

2 unchanged sentences

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

There were no realized or unrealized gains or losses on money market funds during the fiscal years ended January 31, 2024, 2023, and 2022.

Short-term Investments

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

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

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

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

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

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

(in thousands) Private Placement Warrants

Assumed in Business Combination $ 29,370

Change in fair value ( 16,910 )

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

Change in fair value ( 2,759 )

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

Contingent consideration for acquisition of business

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

on January 3, 2023 (see Note 6).

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

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

The expected volatility inputs utilized for the fair value measurements of the Private Placement Warrants as of January 31, 2024 and 2023 were 70 %.

Contingent Consideration for Acquisitions

The Company has recorded contingent consideration liabilities in connection with its acquisitions of Salo Scienses and Sinergise (see Note 6).

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

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

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

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

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

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

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

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

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

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

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

Convertible notes

In connection with the Business Combination, the convertible notes converted into shares of Class A common stock.

The Company measured the fair value of the convertible notes upon conversion based on the closing price of the Company’s Class A common stock on the date of the Business Combination and the number of Class A common stock shares into which the notes converted.

As of January 31, 2021, the Company measured its convertible notes at fair value based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy.

The fair value of the convertible notes as of January 31, 2021 was estimated using a probability- weighted hybrid method combining (i) an option pricing model, and (ii) a discounted cash flow analysis.

The significant unobservable inputs used in the fair value measurement of the Company’s convertible notes are the estimated time to liquidation, volatility, discount yield and risk-free interest rates.

The following table provides quantitative information associated with the fair value measurement of the convertible notes as of January 31, 2021:

Fair Value as of

January 31, 2021 Valuation Technique Unobservable Input

Description Input

(in thousands)

Convertible Notes $ 101,212 Probability-weighted Estimated time to

liquidation 0.2 - 0.5 years

Volatility 35.0 %

Discount Yield 16.0 %

Risk-free interest rate 0.1 %

The following is a rollforward of balances for the convertible notes for the fiscal years ended January 31, 2022 and 2021:

(in thousands) Convertible

Fair value as of February 1, 2020 10,804

Issuance 68,529

Extinguishment ( 3,260 )

Change in fair value 25,139

Fair value as of January 31, 2021 101,212

Change in fair value 13,142

Conversion to Class A Common Stock ( 114,354 )

Fair value as of January 31, 2022 $ —

Preferred stock warrant liability

In connection with the Business Combination, all Series B and Series D preferred stock warrants converted into warrants for Class A common stock.

A portion of such Class A common stock warrants were exercised upon the closing of the Business Combination.

The Company measured the fair value of the exercised warrants upon settlement based on the closing price of the Company’s Class A common stock on the date of the Business Combination and the number of Class A common stock shares that were issued to the warrant holders.

For the portion of the Class A common stock warrants that were not exercised and remained outstanding subsequent to the closing of the Business Combination, the Company concluded such warrants met the criteria to be classified in stockholders’ equity.

Accordingly, the Class A common stock warrants that remained outstanding were measured at fair value and classified within stockholders’ equity on the date of the Business Combination.

As of January 31, 2021, the Company measured its liabilities for the Series B and D preferred stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy.

The fair value of the preferred stock warrant liabilities as of January 31, 2021 was estimated using an option pricing model.

The significant unobservable inputs used in the fair value measurement of the Company’s preferred stock warrant liabilities are volatility, term and discount for lack of marketability.

The following table provides quantitative information associated with the fair value measurement of the preferred stock warrant liability as of January 31, 2021:

Fair Value as of

January 31, 2021 Valuation Technique Unobservable Input

Description Input

(in thousands)

Preferred Stock Warrant Liability $ 11,359 Option Pricing Method Term 0.5 - 1.75 years

Volatility 60 %

Discount for lack of

marketability 10 % - 17 %

The following is a rollforward of balances for the preferred stock warrant liability for the fiscal years ended January 31, 2022 and 2021:

(in thousands) Preferred Stock

Warrant Liability

Fair value as of February 1, 2020 3,849

Issuance 2,596

The fair value of the contingent consideration liability for the Sinergise customer consent escrow is determined based on the present value of the probability-weighted payments based on the likelihood of the customer consent being achieved.

The significant unobservable input used in the fair value measurement is management’s estimate of the likelihood of the customer consent being achieved.

Level 3 Disclosures

The following is a rollforward of Level 3 liabilities measured at fair value for the fiscal years ended January 31, 2024 and 2023:

(in thousands) Private Placement Warrants Technical Milestone Contingent Consideration* Customer Contract Earnout Contingent Consideration* Customer Consent Escrow Contingent Consideration*

Fair value, February 1, 2022 $ 12,460 $ — $ — $ —

Additions — 4,433 3,597 —

Change in fair value ( 2,759 ) — — —

Fair value as of January 31, 2021 11,359

Fair value at end of year, January 31, 2023 $ 9,701 $ 4,433 $ 3,597 $ —

Additions — — — 5,842

Payments — — ( 240 ) —

Change in fair value ( 8,396 ) 681 ( 1,431 ) 9

Reclassification to stockholders’ equity upon conversion to Class A common stock warrants ( 23,477 )

Fair value as of January 31, 2022 $ —

Fair value at end of year, January 31, 2024 $ 1,305 $ 5,114 $ 1,926 $ 5,851

* The current portion of the contingent consideration liabilities balances of $ 7.0 million and $ 0.5 million as of January 31, 2024 and 2023, respectively, are included within accrued and other current liabilities.

Changes in fair value of the contingent consideration liability for technical milestone payments are included within research and development expenses.

Changes in fair value of the contingent consideration liability for customer contract earnout payments are included within sales and marketing expenses.

Changes in fair value of the contingent consideration liability for the Sinergise acquisition escrow payments are included within general and administrative expenses.

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

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(6) Acquisitions

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

On August 4, 2023, the Company completed the acquisition.

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

The acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations .

The acquisition date fair value of the consideration transferred was approximately $ 40.0 million, and consisted of the following:

(in thousands) Fair Value

Class A common stock issued

Liabilities for cash consideration placed in escrow account 10,842

Total $ 40,006

The common stock issued consisted of 6,745,438 shares of the Company’s Class A common stock.

The fair value of the Class A common stock was determined based on the closing market price on the date of the acquisition.

Pursuant to the terms of the asset purchase agreement, the Company placed $ 5.0 million of cash consideration into an escrow account to secure potential indemnification obligations and any customary post-closing adjustments for working capital and indebtedness (the “Indemnity Escrow”).

The amount held in the escrow account is to be released to Sinergise upon the two-year anniversary of the acquisition close date and is recorded within restricted cash and cash equivalents, non-current in the Company’s consolidated balance sheets.

The Company recorded a liability of $ 5.0 million for the Indemnity Escrow, which is recorded within other non-current liabilities in the Company’s consolidated balance sheets.

Pursuant to the terms of the asset purchase agreement, the Company placed an additional $ 7.5 million of cash consideration into an escrow account related to obtaining customer consent for a contract acquired in connection with the acquisition (the “Customer Consent Escrow”).

The amount held in the escrow account is to be released to Sinergise upon the Company receiving evidence of the customer’s consent.

If evidence of the customer’s consent is not received on or prior to the two year anniversary of the acquisition close date, the amount held in the Customer Consent Escrow is to be released to the Company.

Additionally, the amount held in the Customer Consent Escrow is to be released to the Company if the customer contract is terminated or suspended on or prior to the two year anniversary of the acquisition close date.

The cash held in the escrow account is recorded within restricted cash and cash equivalents, current in the Company’s consolidated balance sheets.

The Company determined that the customer consent contingency represents contingent consideration.

The fair value of the contingent consideration liability as of the acquisition date was determined to be $ 5.8 million.

Refer to Note 5 for information relating to the valuation of the Customer Consent Escrow contingent consideration.

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition:

(in thousands) August 4, 2023

Goodwill $ 23,969

Identifiable intangible assets acquired

Developed technology 11,811

Customer relationships 2,208

Accounts receivable 2,791

Other assets, current 652

Other assets, non-current 414

Total assets acquired $ 41,955

Deferred revenue, current ( 585 )

Accrued and other current liabilities ( 984 )

Other liabilities, current ( 213 )

Other liabilities, non-current ( 167 )

Total liabilities assumed $ ( 1,949 )

Net assets acquired $ 40,006

The fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true-up of acquired net working capital in accordance with the asset purchase agreement.

The identifiable intangible assets were measured at fair value.

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

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

The developed technology was assigned an estimated useful life of 8 years and the customer relationships were assigned an estimated useful life of 9 years.

The excess of purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill.

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

Approximately $ 0.7 million of the goodwill is deductible for tax purposes.

The financial results of Sinergise are included in the consolidated financial statements from the date of acquisition, which was August 4, 2023.

For the period from August 4, 2023 through January 31, 2024, Sinergise contributed $ 5.7 million of revenue and an immaterial amount of income before taxes.

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

Acquisition-related costs associated with the transaction were $ 2.2 million and $ 0.9 million for the fiscal years ended January 31, 2024 and 2023, respectively.

These costs were recorded within selling, general and administrative expenses.

Certain employees of Sinergise, which became employees of the Company, were paid cash transaction bonuses totaling $ 2.3 million in connection with the closing of the acquisition.

The transaction bonuses were accounted for as a transaction separate from the business combination.

Accordingly, $ 2.3 million of the consideration paid by the Company was allocated to the transaction bonuses and was recorded within the Company’s consolidated statements of operations as summarized in the table below:

(in thousands) Year Ended

January 31, 2024

Cost of revenue $ 267

Research and development 1,891

Sales and marketing 41

General and administrative 118

Total $ 2,317

Salo Sciences

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

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

each of the arrangements has ended.

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

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

(“VanderSat”), a provider of advanced earth data and analytics that report on key conditions on the Earth’s surface, including soil moisture, land surface temperature and vegetation optical depth.

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

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

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

The remaining 543,391 shares of Class A common stock were issued to an employee and former owner of VanderSat and are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting (see Note 15).

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

(in thousands) December 13, 2021

Net Assets Acquired

Goodwill $ 14,826

Identifiable intangible assets acquired

Customer relationships 671

Developed technology 8,487

Deferred tax asset 892

Property and equipment 61

Net working capital acquired, net of cash acquired ( 394 )

Deferred tax liability ( 2,568 )

Total purchase consideration $ 22,771

Identifiable intangible assets were measured at fair value.

The developed technology was valued using the royalty method under the income approach, which requires the Company to estimate a royalty rate, identify relevant projected revenue and expenses and select an appropriate discount rate.

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

The goodwill is not deductible for tax purposes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(in thousands)

Fiscal Year 2024 $ 6,355

Thereafter 19

Total lease payments $ 25,082

Imputed interest ( 3,052 )

Total lease liabilities $ 22,030

Weighted average remaining lease term (years) 3.5

Weighted average discount rate 7.6 %

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

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

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

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

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

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

(7) Balance Sheet Components

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The Company had restricted cash and cash equivalents balances of $ 18.3 million and $ 6.2 million as of January 31, 2024 and 2023, respectively.

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

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

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

The restricted cash and cash equivalents balances as of January 31, 2024 primarily consisted of $ 12.5 million of consideration placed in escrow in connection with the Sinergise acquisition and $ 4.0 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases.

The restricted cash and cash equivalents balances as of January 31, 2023 primarily consisted of $ 4.1 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases and $ 1.8 million of performance guarantees required for the Company’s foreign sales activities.

A reconciliation of the Company’s cash and cash equivalents, and restricted cash and cash equivalents in the consolidated balance sheets to total cash and cash equivalents, and restricted cash and cash equivalents in the consolidated statements of cash flows as of January 31, 2024 and 2023 is as follows:

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Restricted cash and cash equivalents, non-current 9,972 5,657

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

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

Total cash, cash equivalents, and restricted cash and cash equivalents $ 102,198 $ 188,076

Short-term Investments

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

Short-term investments consisted of the following as of January 31, 2024 and 2023:

January 31, 2024

Gross Unrealized

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

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

Treasury securities $ 46,185 $ 118 $ ( 92 ) $ 46,211

Commercial paper 11,126 — — 11,126

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government agency securities 9,928 17 ( 13 ) 9,932

Certificates of deposit 3,432 — — 3,432

Total short-term investments $ 214,790 $ 511 $ ( 260 ) $ 215,041

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

January 31, 2023

(in thousands) Amortized Cost Fair Value

Gross Unrealized

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

Treasury securities $ 59,255 $ 296 $ ( 118 ) $ 59,433

Commercial paper 19,744 105 — 19,849

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

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

Certificates of deposit — — — —

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

The following table summarizes the contracted maturities of the Company’s short-term investments as of January 31, 2024 and 2023:

January 31, 2024 January 31, 2023

(in thousands) Amortized Cost Fair Value Amortized Cost Fair Value

Due in 1 year or less $ 148,396 $ 148,296 $ 124,068 $ 124,234

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$ 214,790 $ 215,041 $ 226,706 $ 226,868

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

Property and Equipment, Net

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* Satellites include $ 32.5 million and $ 13.8 million of satellites in process and not placed into service as of January 31, 2024 and 2023, respectively.

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

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

Property and equipment, net as of January 31, 2024 included $ 7.4 million of satellite manufacturing costs that were previously classified as prepaid expenses and other current assets as of January 31, 2023.

The Company’s long-lived assets by geographic region are as follows:

1 unchanged sentence

United States $ 107,070 $ 103,366

Rest of the world 4,725 3,050

Rest of world 6,359 4,725

Total property and equipment, net $ 113,429 $ 108,091

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Accumulated amortization ( 30,037 ) ( 28,118 )

$ 11,417 $ 10,768

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

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

Capitalized internal-use software, net $ 14,973 $ 11,417

Amortization expense for capitalized internal-use software for the fiscal years ended January 31, 2024, 2023 and 2022 was $ 1.9 million, $ 2.4 million and $ 5.3 million, respectively.

1 unchanged sentence

(in thousands)

Thereafter 319

Total estimated future amortization expense for capitalized internal-use software $ 14,973

Goodwill and Intangible Assets

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No impairment charges were recognized related to intangible assets (including goodwill) in the fiscal years ended January 31, 2024, 2023 and 2022.

Amortization expense for the fiscal years ended January 31, 2023, 2022 and 2021 was $ 2.9 million, $ 2.0 million and $ 2.4 million, respectively.

Amortization expense for intangible assets for the fiscal years ended January 31, 2024, 2023 and 2022 was $ 4.6 million, $ 2.9 million and $ 2.0 million, respectively.

Estimated future amortization expense of intangible assets at January 31, 2024, is as follows:

1 unchanged sentence

Thereafter 8,331

Total estimated future amortization expense of intangible assets $ 32,448

The change in the carrying amount of goodwill during the years ended January 31, 2024 and 2023 is as follows:

2 unchanged sentences

Acquisition 23,969 9,529

Currency translation adjustment ( 461 ) —

End of period $ 136,256 $ 112,748

2 unchanged sentences

(in thousands) 2024 2023

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

Deferred R&D service liability (see Note 10) $ 9,923 $ 19,959

Payroll and related expenses 6,882 8,518

Deferred hosting costs 5,007 4,694

Deferred rent — 2,193

Withholding taxes and other taxes payable 3,152 2,272

Contingent consideration 7,006 531

Other accruals 12,809 10,048

Total accrued and other current liabilities $ 44,779 $ 46,022

(8) Restructuring

In August 2023, the Company announced a plan to reduce its global headcount by approximately 10 % of the Company’s total number of employees prior to the reduction (the “headcount reduction”).

This action was taken to increase the Company’s focus on its high priority growth opportunities and operational efficiency.

As a result of the headcount reduction, the Company recognized $ 7.4 million of costs for one-time employee termination benefits consisting of severance and other employee costs, during the fiscal year ended January 31, 2024.

The Company also recognized a $ 1.5 million stock-based compensation benefit primarily related to the reversal of previously recognized stock-based compensation expenses for unvested stock awards.

As a result of the above, the Company recognized a net restructuring charge of $ 5.8 million during the fiscal year ended January 31, 2024 within its consolidated statements of operations as summarized in the following table:

(in thousands) Severance and Other Employee Costs Stock-Based Compensation Total

Cost of revenue $ 564 $ ( 62 ) $ 502

Research and development 3,306 ( 398 ) 2,908

Sales and marketing 1,943 ( 815 ) 1,128

General and administrative 1,563 ( 253 ) 1,310

Total restructuring charges $ 7,376 $ ( 1,528 ) $ 5,848

There were no restructuring charges recognized during the fiscal years ended January 31, 2023 and 2022.

The following table summarizes the Company’s liability recognized in connection with the headcount reduction, which is recorded within accrued and other current liabilities in the consolidated balance sheets:

(in thousands)

Balance as of February 1, 2023 $ —

Severance and other employee costs 7,376

Cash payments ( 7,353 )

Balance as of January 31, 2024 $ 23

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

As of January 31, 2024, the Company had no finance leases.

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

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

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

Operating lease costs were $ 8.4 million and $ 6.6 million for the fiscal years ended January 31, 2024 and 2023, respectively.

Variable lease expenses, short-term lease expenses and sublease income were immaterial for the fiscal years ended January 31, 2024 and 2023.

Operating cash flows from operating leases were $ 7.4 million and $ 7.9 million for the fiscal years ended January 31, 2024 and 2023, respectively.

Right of use assets obtained in exchange for operating lease liabilities were $ 8.5 million and $ 17.8 million for the fiscal years ended January 31, 2024 and 2023, respectively.

Maturities of operating lease liabilities as of January 31, 2024 were as follows:

(in thousands)

Fiscal Year 2025 $ 9,593

Thereafter 385

Total lease payments $ 28,187

Imputed interest ( 3,257 )

Total lease liabilities $ 24,930

Weighted average remaining lease term (years) 3.2

Weighted average discount rate 8.1 %

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

As of January 31, 2024, the Company had additional leases for ground station service agreements that had not yet commenced totaling $ 8.3 million and therefore are not reflected on the consolidated balance sheets and the table above.

These leases are expected to commence in fiscal year 2025 with lease terms of 6.3 years.

In accordance with ASC Topic 840, rent expense for the fiscal year ended January 31, 2022, net of sublease income of $ 0.3 million, was $ 3.1 million.

(10) Research and Development Arrangements

1 unchanged sentence

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

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

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

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

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

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

During the fiscal years ended January 31, 2024, 2023, and 2022, the Company recognized $ 16.6 million, $ 15.6 million and $ 4.7 million of funding, respectively, and incurred $ 17.6 million, $ 15.6 million and $ 4.8 million of research and development expenses, respectively, in connection with the R&D Services Agreement.

As of January 31, 2024 and 2023, the Company had received a total of $ 45.8 million and $ 36.3 million, respectively, of funding under the R&D Services Agreement.

5 unchanged sentences

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

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

During the fiscal years ended January 31, 2024 and 2023, the Company recognized $ 11.9 million and $ 3.0 million of funding, respectively, and incurred $ 11.2 million and $ 3.8 million of research and development expenses, respectively, in connection with the NASA CSP.

As of January 31, 2024, the Company had received a total of $ 13.9 million of funding in connection with the NASA CSP.

In July 2023, projected costs related to certain of our research and development arrangements were revised down as a result of operational decisions.

This change in estimate resulted in a $ 2.2 million cumulative increase of funding recognized for certain of our research and development arrangements for the fiscal year ended January 31, 2024.

(11) Commitments and Contingencies

1 unchanged sentence

The Company has purchase commitments for future satellite launch services to be performed by third parties subsequent to January 31, 2024.

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

(in thousands) Launch

Total purchase commitments $ 475

Future purchase commitments under noncancelable launch service contracts as of January 31, 2024 consisted of $ 0.1 million of total purchase commitments for the fiscal year ended January 31, 2025.

The Company has minimum purchase commitments for hosting services from Google through January 31, 2028 (see Note 15).

21 unchanged sentences

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

In connection with the loan, the Company

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

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

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

18 unchanged sentences

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

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

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

5 unchanged sentences

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

In connection with the loan, the

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

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

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

2 unchanged sentences

The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $ 4.2 million.

The discount amount due to the warrant of $ 4.2 million along with the total loan fees of $ 1.8 million was being amortized as interest expense through maturity using the effective interest method.

The discount amount due to the warrant of

$ 4.2 million along with the total loan fees of $ 1.8 million was being amortized as interest expense through maturity using the effective interest method.

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

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The remaining 1,065,594 Series D convertible preferred stock warrants that were not exercised converted into warrants for Class A common stock shares and remained outstanding as of January 31, 2024 and 2023.

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

(in thousands) 2024 2023 2022

2 unchanged sentences

Amortization of debt discounts — — 1,867

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

Total interest expense and extinguishment (gain) loss $ — $ 10,462 $ 8,774

Debt extinguishment loss

Total interest expense and extinguishment loss

$ — $ — $ 10,462

A summary of warrants that remain outstanding as of January 31, 2024 in connection with the above transactions is as follows:

1 unchanged sentence

(13) Stockholders’ Equity

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

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

The consolidated statement of stockholders’ equity for the fiscal year ending January 31, 2024 includes 2,148,543 shares of the Company’s Class A common stock in “Other” to reflect legally outstanding shares issued in prior periods which are not considered outstanding for accounting purposes until vesting conditions are met.

The amount is comprised of 1,286,043 and 862,500 shares of the Company's Class A common stock related to early exercised stock options (see Note 16) and dMY Sponsor Earn-out Shares (see Note 3), respectively.

The impact of this share activity is not material to the current period or prior periods.

Class A Common Stock

Voting Rights

Holders of Class A common stock are entitled to cast one vote per Class A share.

Generally, holders of all classes of common stock vote together as a single class, and an action is approved by Planet stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a plurality of the votes cast.

Holders of Class A common stock are entitled to cast one vote per share of Class A common stock.

Generally, holders of the Class A common stock, Class B common stock and Class C common stock vote together as a single class, and an action is approved by Planet stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a plurality of the votes cast.

Holders of Class A common stock are not entitled to cumulate their votes in the election of directors.

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Conversion to Class A Common Stock

Shares of Class B common stock will convert to the Company’s Class A common stock on a one -for-one basis on the earlier of the date that such shares are not held by a Qualified Stockholder, the Sunset Date, and the date of the death or mental incapacity of such Planet Founder.

Each share of Class B common stock will convert to our Class A common stock on a one -for-one basis at the option of the holder thereof at any time upon written election of such holder.

Shares of Class B common stock will also convert to the Company’s Class A common stock on a one -for-one basis on the earlier of (a) the occurrence of a transfer (subject to certain exceptions) of such shares other than a transfer to a Qualified Stockholder, (b) the Sunset Date, and (c) the date of the death or mental incapacity of the Planet Founder who initially held such shares of Class B common stock.

A “ Qualified Stockholder ” refers to (a) William Marshall and Robert Schingler, Jr.

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(b) any other registered holder of a share of Class B common stock immediately following the filing of the Charter that would be a transferee of shares of Class B common stock received in certain transfers permitted by the terms of the Charter;

(c) a trust, individual retirement account or foundation of a Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of Class B common stock;

(c) certain trusts, individual retirement accounts, entities or foundations of a Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of Class B common stock;

or (d) a permitted transferee of Class B common stock (in accordance with the terms of the Charter).

The “ Sunset Date ” refers to the earlier of (a) the 10-year anniversary of the closing of the Business Combination or (b) solely with respect to such Planet Founder, the date that is six months after such Planet Founder is no longer providing services to the Company as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role with the Company (or, immediately at such time as such Planet Founder is no longer providing any services to the Company as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role with the Company as a result of a termination for cause).

The “ Sunset Date ” refers to the earlier of (a) the 10-year anniversary of the closing of the Business Combination or (b) solely with respect to a Planet Founder, the date that is six months after such Planet Founder is no longer providing services to the Company as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role with the Company (or, immediately at such time as such Planet Founder is no longer providing any services to the Company as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role with the Company as a result of a termination for cause).

Class C Common Stock

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The Public Warrants became exercisable on March 9, 2022;

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

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

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

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(15) Related Party Transactions

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

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

Upon issuance of such 2020 Convertible Notes to Google, the Company also issued warrants to Google for the purchase of 213,119 shares of Series D preferred stock.

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

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

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

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

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

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

As of January 31, 2024 and 2023, Google held 31,942,641 shares of the Company’s Class A common stock, and, as such, owned greater than 10 % of outstanding shares of the Company’s Class A common stock.

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

In April 2022, the agreement automatically renewed for a period of one year and in April 2023, the agreement expired.

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

For the fiscal years ended January 31, 2024, 2023 and 2022, the Company recognized revenue of $ 0.3 million, $ 11.9 million and $ 8.6 million, respectively, related to the content license agreement.

In addition, the Company purchases hosting and other services from Google, of which $ 13.4 million and $ 16.1 million is deferred as of January 31, 2023 and 2022, respectively.

In July 2023, the Company and Google entered into a one year content license agreement pursuant to which the Company agreed to license content to Google and provide certain of its products and services in exchange for a $ 1.0 million fee.

The agreement also provides for the Company to receive up to $ 2.0 million in value of Google cloud credits that the Company can apply against the cost of Google cloud services it utilizes to fulfill its obligations under the agreement.

The Company determined that the Google cloud credits represent non-cash variable consideration which is included in the transaction price for the agreement, subject to the guidance on estimating variable consideration within ASC 606, Revenue from Contracts with Customers .

The agreement does not include extension or renewal terms.

The Company recognized $ 1.0 million revenue related to the content license agreement for the fiscal year ended January 31, 2024.

The Company purchases hosting and other services from Google, of which $ 12.1 million and $ 13.4 million is deferred as of January 31, 2024 and 2023, respectively.

The Company recorded hosting expense of $ 28.7 million, $ 23.9 million and $ 19.4 million during the fiscal years ended January 31, 2024, 2023 and 2022, respectively.

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

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

The Legacy Incentive Plan provided for the granting of stock options and restricted stock units (“ RSUs” ) to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities.

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

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

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

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

ISOs may be granted only to employees of the Company or any of its parent or subsidiaries, including officers and directors who are also such employees.

NSOs may be granted to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities.

Options under the Legacy Incentive Plan have a contractual life for periods of up to ten years (or five years if an incentive stock option is granted to a person who on grant date owns Company stock representing more than 10% of the voting power of all classes of stock of the Company or any of its parent or subsidiaries).

Options granted generally vest over four years .

The Legacy Incentive

Plan was terminated in connection with the completion of the Business Combination.

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

Planet Labs PBC 2021 Incentive Award Plan

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

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

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

however, ISOs may only be granted to employees.

Awards may be granted under the Incentive Plan to employees and consultants of the Company or any of its parent or subsidiaries and members of the Company’s board of directors;

however, ISOs may only be granted to employees of the Company or any of its parent or subsidiaries.

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

stock appreciation rights (“ SARs ”);

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

(iv) restricted stock;

(vi) dividend equivalents;

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

The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under a Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following such effective date, became or become (as applicable) available for issuance under the Incentive Plan and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031 equal to a number of shares equal to 5 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors).

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

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

The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under the Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following the effectiveness of the Incentive Plan, became or become (as applicable) unused and reacquired in connection with the award expiring, lapsing, terminating, or, being paid out in cash, surrendered, repurchased, cancelled, forfeited, or applied toward the payment of the exercise price or tax withholding obligations under the award, and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031, of a number of shares equal to 5 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors).

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

Stock-Based Compensation

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(in thousands)

Balances at February 1, 2020 30,780,382 $ 2.72 7.13

Balances at January 31, 2021

39,246,696 $ 3.19 7.2

Exercised (1)

( 6,199,287 ) 4.61

Granted 12,189,367 9.09

3 unchanged sentences

Exercised ( 6,449,365 ) 2.28

( 6,199,287 ) 4.61

Granted 12,189,367 9.09

Forfeited ( 1,736,412 ) 4.75

11 unchanged sentences

Options Outstanding Options Exercisable

Exercise Price Number of

Weighted Average Exercise Price Number of

Life (in Years)

12 unchanged sentences

26,956,953 23,281,405

33,721,774 24,914,421

The weighted-average grant date fair value of options granted during the fiscal years ended January 31, 2022 and 2021 was $ 3.79 and $ 1.85 per share, respectively.

The weighted-average grant date fair value of options granted during the fiscal year ended January 31, 2022 was $ 3.79 per share.

As of January 31, 2024, total unrecognized compensation cost related to stock options was $ 15.2 million.

These costs are expected to be recognized over a period of approximately 1.5 years.

The fair value of the employee stock options granted during the fiscal years ended January 31, 2022 and 2021 was estimated using the following assumptions:

Year Ended January 31,

The fair value of the employee stock options granted during the fiscal year ended January 31, 2022 was estimated using the following assumptions:

January 31, 2022

Weighted-average expected term (years) 2.62 - 7.32

Expected volatility 42.45 % - 48.39 %

42.45 % - 44.71 %

Risk-free interest rate 0.37 % - 1.23 %

0.31 % - 0.52 %

Dividend yield 0.00 %

The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding.

The Company uses the simplified method to determine its expected term because it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

The Company used the simplified method to determine its expected term because it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

No stock options have been granted after the Business Combination.

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Balances at February 1, 2021 1,662,999 $ 3.98

Vested ( 1,425,209 ) 4.75

Granted 5,519,278 9.66

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

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

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

Stock-based compensation expense recognized for RSUs during the fiscal years ended January 31, 2024, 2023 and 2022 was $ 39.2 million, $ 33.7 million and $ 21.2 million, respectively.

As of January 31, 2024, total unrecognized compensation cost related to RSUs was $ 98.9 million.

These costs are expected to be recognized over a period of approximately 2.8 years.

Performance Vesting Restricted Stock Units

On April 24, 2023, the Company granted 265,825 performance vesting restricted stock units (“PSUs”) to certain members of the Company’s senior management.

A portion of the PSUs are subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the first half of the fiscal year ended January 31, 2024 and the remaining portion is subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the entire fiscal year ended January 31, 2024.

Vesting is also subject to continued service through the applicable vesting dates, and the actual number of PSUs that may vest ranges from 0 % to 125 % of the PSUs granted based on achievement of the targets.

Stock-based compensation expense recognized for PSUs during the fiscal year ended January 31, 2024 was $ 0.9 million.

As of January 31, 2024, total unrecognized compensation cost related to PSUs was $ 0.1 million, which is expected to be recognized over a period of approximately 0.2 years.

Early Exercises of Stock Options

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The Earn-out Shares may be earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 , over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 .

Any right to Earn-

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

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

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

5 unchanged sentences

As of January 31, 2024 and 2023, there were 3,608,445 and 4,312,852 Earn-out Shares outstanding relating to Former Planet equity award holders, respectively.

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

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

These costs are expected to be recognized over a period of approximately 0.75 years.

During the fiscal years ended January 31, 2024, 2023 and 2022, the Company recognized $ 4.2 million, $ 24.5 million and $ 4.5 million of stock-based compensation expense related to the Earn-out Shares, respectively.

As of January 31, 2024, there was no remaining unrecognized compensation cost related to the Earn-out Shares.

Other Stock-based Compensation

In connection with the acquisition of VanderSat (s ee Note 6), t he Company issued 543,391 shares of Class A common stock to an employee and former owner of VanderSat which are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting.

The shares vest in quarterly increments over two years commencing on December 13, 2021.

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

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

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

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

In connection with an acquisition of a business in the fiscal year ended January 31, 2022, t he Company issued 543,391 shares of Class A common stock to an employee and former owner which are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting.

The shares vested in quarterly increments over two years commencing on December 13, 2021.

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

During the fiscal years ended January 31, 2024, 2023 and 2022, the Company recognized $ 2.2 million, $ 2.6 million and $ 0.3 million of stock-based compensation expense related to these shares, respectively.

As of January 31, 2024, there was no unrecognized compensation cost related to these shares.

(17) Income Taxes

25 unchanged sentences

Revaluation gain/loss 2.1 % 0.9 % 0.9 %

Stock-based compensation

( 4.7 ) % ( 0.8 ) % 0.5 %

Tax credits 4.3 % 2.8 % 2.5 %

21 unchanged sentences

Net deferred tax assets (liabilities) $ ( 306 ) $ ( 158 ) $ 142

As of January 31, 2024, the Company had a net deferred tax liability of $ 0.3 million.

The Company had deferred tax assets of $ 266.7 million and $ 222.1 million before valuation allowances as of January 31, 2024 and 2023, respectively.

14 unchanged sentences

income tax liability is not material.

As of January 31, 2023, the Company had approximately $ 504.7 million of federal, $ 276.9 million of state and $ 0.9 million of foreign net operating loss (“ NOL ”) carryforwards available to offset future taxable income, which will expire in varying amounts beginning in 2023.

The Company is subject to income taxes in the United States and various foreign jurisdictions.

As of January 31, 2024, the Company had approximately $ 555.3 million of federal net operating loss (“NOL”) carryforward, of which $ 259.2 million will expire at various dates through 2038 and $ 296.1 million has an indefinite carryforward.

Additionally, the Company had state and foreign NOL carryforwards of $ 332.9 million and $ 3.9 million, respectively.

The state and foreign NOL carryforwards might be available to offset future taxable income, which will expire in varying amounts beginning in 2023.

An insignificant amount of NOL and credits carryforwards may be subject to annual limitations under Internal Revenue Code Section 382.

8 unchanged sentences

End of year $ 8,717 $ 6,900 $ 5,688

As of January 31, 2023, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

As of January 31, 2024, the Company’s estimated gross unrecognized tax benefits were $ 8.7 million , none of which, if recognized, would affect the effective tax rate.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes.

6 unchanged sentences

(18) Net Loss Per Share Attributable to Common Stockholders

Net loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization.

Net loss per share calculations for periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization.

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

10 unchanged sentences

2024 2023 2022

Convertible Preferred Stock — — 131,252,627

Convertible notes — — 7,265,238

Warrants to purchase Series B Convertible Preferred Stock — — 761,340

Warrants to purchase Series D Convertible Preferred Stock — — 2,261,713

Warrants to purchase Class A common stock 1,065,594 1,065,594 1,065,594

13 unchanged sentences

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

(19) Subsequent Events

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

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

The purchase price will be approximately $ 45.0 million , subject to certain purchase price adjustments, and will be paid fifty percent ( 50 %) in cash and fifty percent ( 50 %) through the issuance of shares of the Company’s Class A common stock.

The transaction is subject to certain closing conditions and is expected to close in the second quarter of the fiscal year ending January 31, 2024.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

The information required by this Item 9 was previously reported in the Company’s Current Report on Form 8-K/A that was filed with the SEC on December 13, 2021.

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data