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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-30 · 48 added, 43 removed, 144 unchanged (39% of the section changed)

2 unchanged sentences

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of January 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

Our management, under the supervision of our principal executive officer and our principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2024 based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of January 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

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Other Information

Issuance of Shares

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”), its subsidiaries and certain shareholders of Sinergise, to acquire from Sinergise its cloud-based geo-spatial analysis products, platforms and solutions business.

The purchase price will be $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, par value $0.0001 per share (the “Parent Shares”).

The transaction is expected to close in the second quarter of the fiscal year ending January 31, 2024.

At closing, the Company will issue the Parent share to Sinergise valued at $22.5 million, subject to certain price adjustments, with the number of shares issued at closing to be determined based on a 30-day volume weighted average trading price.

In issuing the Parent Shares, the Company will rely upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by the SEC.

Payment of Mootness Fee

On September 30, 2021, a class action complaint was filed in the Delaware Court of Chancery by Anthony Franchi, a purported stockholder, against dMY Technology Group, Inc.

IV (“dMY IV”) and its directors alleging a violation of Delaware General Corporation Law Section 242(b)(2), and breaches of fiduciary duty against dMY IV’s directors for soliciting a combined vote of both classes of the Company’s common stock regarding an amendment to the dMY IV’s certificate of incorporation.

Anthony Franchi v.

dMY Technology Group, Inc.

IV, et al., C.A.

2021-0841-KSJM (Del.

Ch.) (the “Action”).

After the complaint was filed, dMY IV determined to take certain actions to moot the allegations and claims set forth in the complaint, specifically, by amending its merger agreement to solicit a separate class vote for the amendment and altering public disclosures to reflect that separate solicitation.

On August 11, 2022, the Delaware Chancery Court entered an order in the Action which, among other things, voluntarily dismissed the Action as moot, and retained jurisdiction solely for the purpose of determining plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses.

As dMY IV’s successor entity, the Company subsequently agreed to pay $795,000 to plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the Action (the “Mootness Fee”).

That payment was made on March 8, 2023.

On March 7, 2023, the Court entered an order closing the case, subject to the Company paying the Mootness Fee and filing an affidavit with the Delaware Chancery Court confirming that this notice has been issued.

In entering the order, the Delaware Chancery Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.

The payment of the Mootness Fee was not material and did not have a material adverse effect on the Company’s consolidated results of operations and financial condition.

This disclosure is being filed in accordance with the Court order closing the case in order to provide notice to the Company’s stockholders of the fee payment to plaintiff’s counsel.

Adoption of Executive Incentive Umbrella Plan

On March 27, 2024, our board of directors approved the Company’s Executive Incentive Compensation Plan (the “Umbrella Plan”).

The Umbrella Plan allows the Company to provide incentive awards to employees selected by the administrator of the Umbrella Plan, including the Company’s named executive officers.

Pursuant to the Umbrella Plan, its administrator in its sole discretion may establish a target award for each participant and a bonus pool, with any actual awards to be paid from such bonus pool.

The Umbrella Plan administrator also may establish any performance goals that will apply to any awards under the Umbrella Plan.

Any such performance goals may include, but are not limited to, the goals listed in the Umbrella Plan.

The performance goals may differ from participant to participant and from award to award.

The Umbrella Plan will be administered by our board of directors or a committee appointed by our board of directors.

Unless and until determined otherwise by our board of directors, the compensation committee of the board of directors will administer the Umbrella Plan.

The administrator of the Umbrella Plan may delegate its authority and powers under the Umbrella Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time.

The board of directors may administer the Umbrella Plan concurrently with any committee designated to administer the Umbrella Plan and may revoke the delegation of some or all authority previously delegated.

The administrator of the Umbrella Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant.

The administrator of the Umbrella Plan, at any time before payment of an actual award, may add, remove or modify any applicable performance goals.

Actual awards generally will be paid in cash in a single lump sum, provided that the Umbrella Plan administrator has discretion to settle an actual award with the grant of an equity award pursuant to the Company’s applicable equity plan as may be in effect from time to time.

To earn an actual award, a participant must be employed with the Company (or its subsidiaries or other affiliates, as applicable) through the date the actual award is paid unless otherwise determined by the Umbrella Plan administrator.

Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Umbrella Plan administrator.

The administrator of the Umbrella Plan has the authority to modify, amend, suspend, or terminate the Umbrella Plan, or any part of the Umbrella Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent.

The Umbrella Plan will remain in effect until terminated in accordance with its terms.

The foregoing summary of the Umbrella Plan is qualified in its entirety by reference to the full text of the Umbrella Plan which is attached as Exhibit 10.8 to this Form 10-K and is incorporated herein by reference.

Adoption of Amended and Restated Bylaws

On March 27, 2024, our board of directors approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), which became effective upon such approval and adoption.

The Amended Bylaws incorporate certain amendments to align the Amended Bylaws with changes to the Delaware General Corporation Law and the laws of the state of Delaware, including:

• provisions relating to delivery of notices and communications regarding adjourned stockholder meetings, and the availability of stockholder lists for stockholder meetings;

• requirements for action by written consent of the board of directors.

The Amended Bylaws also incorporate certain other amendments, including:

• updating procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at the Company’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;

• changing certain provisions relating to stockholder nominations of directors to address the universal proxy rules adopted by the Securities and Exchange Commission;

• making certain other clarifying, conforming and ministerial changes.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended Bylaws, which is attached as Exhibit 3.2 to this Form 10-K and is incorporated herein by reference.

(b) Securities Trading Plans of Directors and Executive Officers

During the three months ended January 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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3.1 Certificate of Incorporation of Planet Labs PBC (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

3.2 Bylaws of Planet Labs PBC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021)

Amended a nd Restated Bylaws of Planet Labs PBC

4.1 Warrant Agreement, dated March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 9, 2021)

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(incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021)

10.6 Support Agreement, dated as of July 7, 2021, by and among certain stockholders of Planet Labs Inc., dMY Technology Group, Inc.

IV and Planet Labs Inc.

(incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K, filed with the SEC on July 7, 2021)

10.7 Support Agreement, dated as of July 7, 2021, by and among certain preferred stockholders of Planet Labs Inc., dMY Technology Group, Inc.

IV and Planet Labs Inc.

(incorporated by reference to Exhibit 10.3 of Registrant’s Current Report on Form 8-K, filed with the SEC on July 7, 2021)

10.8 Support Agreement, dated as of July 7, 2021, by and among dMY Sponsor IV, LLC, dMY Technology Group, Inc.

IV and Planet Labs Inc.

(incorporated by reference to Exhibit 10.4 of Registrant’s Current Report on Form 8-K, filed with the SEC on July 7, 2021)

10.6 Form of Initial Subscription Agreement, by and between dMY Technology Group, Inc.

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IV and the undersigned subscriber party thereto (incorporated by reference to Annex F-2 to the Registrant’s proxy statement/prospectus dated November 5, 2021)

Planet Labs PBC Execu tive Incentive Compensation Plan

Planet Labs Inc.

1 unchanged sentence

Form of Restricted Stock Unit Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan ( incorporated by reference to Exhibit 10.12 of the Registra nt ’ s Annual Re port on For m 1 0-K, filed with the SEC on April 14, 2022)

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Form of Global Restricted Stock Unit Agreement under the Planet Labs Inc.

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Form of Global Stock Option Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.17# Form of Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.

17 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.18*# Form of 2023 Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan

Form of Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.16# Form of 2023 Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.18 of the Registrant ’ s Annual Report on Form 10-K , filed with the SEC on March 30, 2023)

10.17# Form of Performance-Vesting Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report of Form 8-K, filed with the SEC on April 25, 2023)

Planet Labs PBC 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8, filed with the SEC on February 15, 2022)

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Employment Offer Letter, dated February 1, 2012, between William Marshall and Cosmogia Inc.

(incorporated by reference to Exhibit 10.

20 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

(incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.21# Employment Offer Letter, dated December 19, 2011, between Robbie Schingler and Cosmogia Inc.

10.23# Employment Offer Letter, dated January 15, 2020, between Ashley Johnson and Planet Labs Inc.

(incorporated by reference to Exhibit 10.

2 1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023)

Employment Offer Letter, dated January 15, 2020, between Ashley Johnson and Planet Labs Inc.

(incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Employment Offer Letter, dated February 15, 2021, between Kevin Weil and Planet Labs Inc.

(incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

Planet Labs PBC Executive Severance Plan and Participation Notice (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on December 8, 2023)

Content License Agreement, dated April 14, 2017, by and between Planet Labs Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Planet Labs PBC P olicy For Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).

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* Filed herewith.

+ The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

Form 10-K Summary

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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 9A. Controls and Procedures