What changed in this filing

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Item 1A. Risk Factors

2025-03-26 compared with 2024-03-29 · 321 added, 318 removed, 802 unchanged (44% of the section changed)

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• our ability to manage our international operations;

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

• our ability to successfully produce, launch, commission, operate and maintain our satellites and our customers’ and related infrastructure on suitable timelines to our customers;

• the impact of satellite and infrastructural related failures;

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

• the impact of macroeconomic and geopolitical uncertainties;

• the impact of macroeconomic and geopolitical uncertainties, including trade tensions and tariffs;

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

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Risks Related to Legal and Regulatory Matters

• our ability to operate in a highly regulated industry;

• our ability to operate in a highly regulated industry and obtain and maintain required government licenses and other authorizations and obtain and maintain required government licenses and other authorizations;

• our ability to adapt to legislative and regulatory changes that affect our business

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

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

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

• our ability to comply with international trade and governmental export and import controls and economic sanctions laws and regulations;

• failure to comply with governmental laws and regulations;

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• the multi-class structure of our common stock;

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

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

• our focus on a specific public benefit purpose.

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

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

• our status as a Delaware public benefit corporation.

Risks Related to Our Business and Industry

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You should consider and evaluate our prospects in light of the risks and uncertainty frequently encountered by growth stage companies in rapidly evolving markets.

We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods.

We have not achieved profitability, and we may not realize sufficient revenue to achieve or sustain profitability in future periods.

Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our platform, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage of growth opportunities.

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

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

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

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

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

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

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

We cannot be sure that we will be able to convert interest in our analytics products and services into sales, that these markets will continue to grow or, even if they do grow, that businesses will adopt our platform.

Our future success will depend in large part on our ability to further penetrate the existing market for Earth imaging and related data analytics.

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

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

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

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

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

We cannot be sure that we will be able to convert interest in our satellites, analytics products and services into sales, that these markets will continue to grow or, even if they do grow, that businesses will adopt our platform.

Our future success will depend in large part on our ability to further penetrate the existing market for satellites, Earth imaging and related data analytics.

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

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

However, we cannot be sure that

these expenditures will help our platform achieve any additional market acceptance.

In addition, it may take substantial time, potentially longer than we initially forecast or anticipate, to bring on new customers or for existing customers to purchase new products or offerings we may have.

Furthermore, potential customers could have made significant investments in alternative platforms or services, or may not be persuaded that our proprietary data is needed for their business or operations.

Furthermore, potential customers could have made significant investments in alternative satellites, platforms or services, or may not be persuaded that our proprietary data is needed for their business or operations.

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

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• our brand strength relative to our competitors.

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

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

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

Existing private competitors include Airbus Defense and Space, BlackSky technology, Inc., ImageSat International N.V., Maxar Technologies Ltd., Satellogic S.A., CG Satellite, foreign governments including India, South Korea, Taiwan and others that sell their data commercially, as well as aggregators of imagery and imagery-related products and services, including Apple, Google and Microsoft.

In addition, we compete against a number of manned and unmanned aerial providers of high-resolution imagery, whose offerings provide certain benefits over satellite-based imagery, including better resolution and accuracy.

In addition, the U.S.

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

For example, the United States provides free access to Earth imagery through Landsat and MODIS, and the European Commission provides free access to Earth imagery through the Copernicus program and the Sentinel satellites.

If the United States and/or the European Commission expand these programs, or if other governments begin to sell or provide free Earth imagery from satellites in the commercial markets, the value of our imagery may be further diluted.

Further, foreign governments have in the past subsidized and may continue to subsidize the development, launch and operation of imagery satellites by our current or future competitors and/or encouraged and may continue to encourage them to undercut prices, including the prices we offer for our data.

Such increased competition from government entities or the commercial entities they subsidize could adversely affect our business, financial condition, and results of operations.

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

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

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

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

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

Our current or future competitors may have greater financial, personnel and other resources than we have, and also have the ability to offer similar services at the same or a lower price.

Existing competitors include Airbus Defense and Space, BlackSky Global LLC, ImageSat International N.V., Maxar Technologies Ltd., Satellogic S.A., CG Satellite, foreign governments including India, South Korea, Taiwan and others that sell their data commercially, as well as aggregators of imagery and imagery-related products and services, including Apple, Google and Microsoft.

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

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

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

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

non-governmental organizations.

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

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

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

Our competitors or potential competitors with greater resources than ours could, in the future, offer satellite-based imagery or other products and services with more attractive features than our products and services.

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

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

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

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

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

These factors could attract customers away from our services

and reduce our market share, which would adversely affect our business, financial condition, and results of operations.

With the introduction of new products and services and new market entrants, we expect competition to intensify in the future.

The emergence of new remote imaging technologies or the continued growth of low-cost imaging satellites, particularly when combined with AI-based solutions, may compete with our products and services and may make our data analytics solutions less valuable to current or potential customers.

To compete effectively against such products and services, we must continue to develop and provide customers with solutions that enable them to derive compelling value from our satellite imagery compared to what may be available from other providers.

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

Such competitors’ offerings could be more advanced than ours, or they may be able to offer services at lower prices than ours.

Due to competitive pricing pressures the average selling price of our products and services may further decrease.

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

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

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

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

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

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

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

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

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

Further, our government customers have broad discretion to unilaterally terminate, modify or suspend our contracts with them, as further discussed below in “—A meaningful portion of our business depends on sales to governmental entities and is subject to the policies, priorities and regulations of such governmental entities, and changes to which could adversely affect our business, results of operations, financial condition, and business prospects.”

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

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

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

In addition, uncertain macroeconomic and geopolitical factors, including as a result of inflationary pressures, currency exchange rate fluctuations, geopolitical conflicts, tariffs and retaliatory measures, and high interest rates

may result in longer and unpredictable sales cycles, could result in potential customers deciding not to contract with us or current customers deciding not to renew, could cause delays in renewal, upgrade, or expansion decisions for some of our existing customers, may reduce the effectiveness of our sales and marketing efforts, and could reduce the duration of their agreements with us.

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

offerings, or general economic conditions.

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

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

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

Further, governmental changes in the United States, including changes to regulation, legislation, policy and/or spending, could affect our ability to acquire, retain or expand our U.S.

government or other customers, as further discussed below in “—We operate in a highly regulated industry and government regulations may adversely affect our ability to sell our services, may increase the expense of such services or otherwise limit our ability to operate or grow our business.”

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

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

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

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

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

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

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

• political, social and/or economic instability, including geopolitical conflicts, trade tensions and any sanctions or heightened controls that result from such conflicts;

• risks related to export control laws and other governmental regulations applicable to transactions involving non-U.S.

persons or foreign jurisdictions and unexpected changes in regulatory requirements and enforcement;

• fluctuations in currency exchange rates;

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• enhanced difficulties of integrating any foreign acquisitions;

• burdens of complying with a variety of foreign laws;

• burdens of complying with a variety of foreign laws and regulations;

• reduced protection for intellectual property rights in some countries;

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• compliance with statutory equity requirements;

• increased costs related to tariffs;

• management of tax consequences.

If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer.

For example, we have begun to increase our presence and operations in Europe in order to establish and build a customer base and increase our market share.

Our sales, marketing and other operations in Europe, or any other international jurisdictions, now or in the future, may subject us to additional regulatory regimes, laws, and taxes for which compliance may result in increased costs, expense, and devotion of management time and resources.

For example, our sales, marketing and other operations in Europe, or any other international jurisdictions, now or in the future, are subject to U.S.

export control regulations and may subject us to

additional regulatory regimes, laws, and taxes for which compliance may result in increased costs, expense, and devotion of management time and resources.

Significant changes in U.S.

trade policy, including further expansion of U.S.

export/imports controls and tariffs, and retaliatory actions by other countries, may materially and adversely affect our business.

Further, given the global scope of our Earth imaging capabilities and the associated data collected, it is probable that certain governments, state actors or large businesses, among other powerful entities, may object to our operations and the collection of this data.

For example, we have used our constellation of satellites and platform to capture and analyze images of missile silos and human rights abuses in foreign countries, among other things that may be sensitive to certain entities.

If a foreign government, state actor, large business or other similar entities were to object to our operations capturing similar sensitive data, they may successfully lobby the U.S.

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

Additionally, our platform and data may be

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

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

If a government, state actor, large business or other similar entity were to object to the data captured by our operations, they may successfully drive regulators to curtail our operations, or even suspend our operations, and such objections and related media coverage may harm our reputation and prospects.

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

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

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

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

Additionally, we conduct business in countries where due to the global political and economic climate, such business relationships may be viewed as negative or such business relationships may become difficult to maintain, all of which could adversely affect our brand and our reputation and, as a result, could harm our business, financial condition, and results of operations.

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

Our research and development objectives focus on the development of our satellites and our products and services.

Our next generation satellites (including our high resolution Pelican and our hyperspectral Tanager fleets) are still in development and may not be completed on time or at all and the costs associated with them may be greater than expected.

Our research and development objectives focus on the development of our satellites, some of which we sell to customers, and our products and services.

Our next generation satellites are still in development and may not be completed on time or at all and the costs associated with them may be greater than expected.

While we estimate the gross costs associated with designing, building and launching our satellites will be significant, there can be no assurance that we will complete this on a timely basis, on budget or at all.

Design, manufacture and launch of satellite systems are highly complex and historically have been subject to delays and cost over-runs.

If we do not complete development of these satellites in our anticipated timeframes or at all, our ability to grow our business will be adversely affected.

If we do not complete development of these satellites in our anticipated timeframes or at all, our ability to meet customer requirements and to grow our business will be adversely affected.

The successful development, integration, and operations of our future and current satellites and our future and current products and services involves many uncertainties, some of which are beyond our control, including, but not limited to:

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• changes in project scope;

• our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;

• our ability to obtain additional applicable approvals, licenses or certifications from export control and other regulatory agencies, as required, and maintaining current approvals, licenses or certifications;

• performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters, catastrophic events or labor disputes;

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• performance of a limited number of suppliers for certain raw materials and supplied components, the accuracy of supplier representations as to the suitability of such raw materials and supplied components for our products, and their willingness to do business with us;

• our ability to adapt to changes in laws or regulations, and interpretations thereof, that affect our business;

• performance of our internal and third-party resources that support our research and development activities;

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• the impact of macroeconomic factors, including those related to national and global health concerns, on us, our customers and suppliers, and the global economy.

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

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

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

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Delays in launching satellites are common and can result from satellite manufacturing delays, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals and launch failures.

If satellite manufacturing schedules are not met, a launch opportunity may not be available at the time the satellites are ready to be launched.

If we do not meet our satellite manufacturing schedules, a launch opportunity may not be available at the time the satellites are ready to be launched.

We also share launches with other satellite manufacturers who may cause launch delays that are outside of our control.

There are a limited number of launch suppliers, which may heighten the foregoing risks to the extent any of such launch suppliers changes their terms or otherwise experiences capacity constraints.

In addition, launch vehicles or satellite deployment mechanisms may fail, which could result in the destruction of any satellites we have in such launch vehicle or an inability for the satellites to perform their intended mission.

Launch failures also result in significant delays in the deployment of satellites because of the need to manufacture replacement satellites, which typically takes up to six months or longer, and to obtain another launch opportunity, and may impact the timing of future launches.

If we are required to replace a satellite that was damaged during launch, we may bear some or all of the costs of manufacturing replacement satellites, which could result in lost revenue and contractual penalties.

Further, the cost of satellite launches, launch insurance rates and launch-related services may significantly increase in the future, which could make it much more costly, potentially prohibitively more costly, for us to launch and deploy our satellites.

Any launch failure, underperformance, delay, or increase in the cost of satellite launches or related services, could have a material adverse effect on our results of operations, business prospects and financial condition.

Any launch failure, underperformance, delay, or increase in the cost of satellite launches or related services, could have a material and adverse effect on our results of operations, business prospects and financial condition.

If our satellites fail to operate as intended, are destroyed or otherwise become inoperable, our ability to collect imagery and market our products and services successfully could be materially and adversely affected and customers could be encouraged to seek alternative solutions even if less adequate.

Our satellites employ advanced technologies and sensors that are exposed to severe environmental stresses during launch and in space that could affect our satellites’ performance.

Hardware component problems in space could lead to deterioration in performance or loss of functionality of a satellite, with attendant costs and potential revenue losses if they impact our Earth imaging capabilities.

In addition, human operators may execute improper implementation commands that may negatively impact a satellite’s performance.

Exposure of our satellites to an unanticipated catastrophic event such as a failed launch, a meteor shower, geomagnetic solar storms, unpredictable solar weather or atmospheric density, a collision with space debris, intentional or unintentional kinetic, radiation or blinding interference, other directed energy or similar attacks, could reduce the performance of, or completely destroy, the affected satellites.

Exposure of our satellites to an unanticipated catastrophic event such as a failed launch, a meteor shower, geomagnetic solar storms, unpredictable solar weather or atmospheric density, a collision with space debris, intentional or unintentional kinetic, radiation or blinding interference, other directed energy or similar attacks, have from time to time also reduced, and could in the future reduce, the performance of, or completely destroy, the affected satellites.

We cannot assure you that our satellites will continue to operate successfully in space throughout their expected operational lives.

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While some anomalies are covered by insurance policies, others are not or may not be covered, or may be subject to large deductibles.

Further, the actual orbital maneuver lives of our satellites may be shorter than we anticipate, and we may be required to reduce available capacity on our satellites prior to the end of their orbital maneuver lives.

Further, the actual orbital

maneuver lives of our satellites may be shorter than we anticipate, and we may be required to reduce available capacity on our satellites prior to the end of their orbital maneuver lives.

We may suffer a partial or total loss of a deployed satellite or experience other problems with our satellites that may reduce their performance or reduce the useful life of our satellites to shorter than expected.

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During this period of time, our operations could be materially impaired with little we could do to alleviate the issue.

Our inability to repair or replace a defective satellite or correct any other technical problem in a timely manner could result in a significant loss of revenue and harm our business.

We may experience a failure of ground operations infrastructure, interference with our satellite signals or geomagnetic solar storms that impair the performance of our satellites, which could harm our business, prospects, financial condition and results of operations.

Our inability to repair or replace a defective satellite or correct any other technical problem in a timely manner could result in a significant loss of revenue and harm our business, financial condition and results of operations.

We have experienced in the past and may continue to experience failures or disruptions of ground operations infrastructure or interference with our satellite signals, which could harm our business, prospects, financial condition and results of operations.

We operate an extensive ground infrastructure, including over a dozen ground stations maintained by third parties.

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

Intentional or non-intentional electromagnetic or radio frequency interference, including by nation-state actors or their agents, could result in a failure of our ability to deliver satellite services to our customers.

We have experienced a variety of these equipment and communications failures from time to time, resulting in impacted services.

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

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

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

or price structure for our platform.

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

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

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

As we seek to increase our sales to large enterprise customers and U.S.

and foreign governments, we also face more complex sales procurement requirements, regulations, substantial upfront sales costs, and less predictability in completing some of our sales than we do with smaller customers.

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

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

As we have sought to increase our sales to large enterprise customers and U.S.

and foreign governments, we have also faced more complex sales procurement requirements, regulations, substantial upfront sales costs, and less predictability in completing some of our sales than we do with smaller customers.

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

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

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

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

Furthermore, if we fail to realize an expected sale from a

large customer in a particular quarter or at all, our business, operating results, and financial condition could be adversely affected for a particular period or in future periods.

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

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

and other government customers.

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

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

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

and other government customers, and, as a result, our results of operations could be adversely affected by shifts in the political environment and resulting changes in policy or budgetary priorities.

We cannot be certain that current levels of government funding for our products and services will continue, or that such funding will be accessible consistent with expected timelines due to budgetary review activities and potential freezes on or cancellation of various governmental programs.

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

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

Additionally, if a government were to object to certain of our operations (for example, the capturing of certain sensitive imagery), it is possible that the government could modify or reduce its business with us, and our contracts with certain government customers could, for example, be terminated for convenience, as further described below.

These rights and remedies allow government customers, often with broad discretion relative to commercial contracts, among other things, to:

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

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

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

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

• prohibit future procurement awards with a particular agency due to a finding of an organizational conflict of interest or contractor non-responsibility;

• suspend our performance pending the outcome of a bid protest filed by a competitor and may also require us to resubmit offers for the contract or the government could terminate, reduce, or modify of the awarded contract;

• suspend or debar us from receiving future government contracts;

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

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

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

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• public disclosures of certain contract and company information;

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

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

• additional cybersecurity requirements;

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

• requirements to procure (or not procure) certain materials, components and parts from specific countries or supply sources, including compliance with the Buy American Act and Trade Agreements Act.

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

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

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

Conversely, in some cases we act as a subcontractor to other entities that are prime contractors to a government entity, which likewise makes us subject to risks related to such entity's performance.

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

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

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

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

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

Adverse findings in these investigations, audits and reviews can lead to criminal, civil or administrative proceedings, and we could face civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with U.S.

government agencies.

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Disruptions in U.S.

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

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

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

and other government customers.

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

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

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

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

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

The competitive position of our platform depends in part on our ability to operate with products and services of third parties.

In the current U.S.

political environment, there is significant uncertainty with respect to legislation, regulation and policy throughout the government.

Policy changes, shifts in international and trade relations, budget uncertainty, shifting funding priorities, U.S.

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

government to manage debt, the failure of the U.S.

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

If we are not successful in maintaining and expanding the interoperability of our products with third-party products and services, our business, financial position, and operating condition and results of operations could be harmed.

The competitive position of our platform depends in part on its interoperability with products and services of third parties.

As such, we must continuously modify and enhance our platform to adapt to changes in hardware, software, networking, and database technologies.

In the future, one or more technology companies may choose not to support the operation of their hardware, software, or infrastructure, or our platform may not support the capabilities needed to operate with such hardware, software, or infrastructure.

In the future, one or more technology companies may choose not to support

the operation of their hardware, software, or infrastructure, or our platform may not support the capabilities needed to operate with such hardware, software, or infrastructure.

In addition, to the extent that a third party were to develop software or services that compete with ours, that provider may choose not to support our platform.

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As such, we must continuously design software to ensure our products’ compatibility with third party imagery.

If we fail to anticipate our customers’ integration needs, our business, financial condition, and operating results could be adversely impacted.

Further, many customers or potential customers seek AI-enabled solutions, and as a result, we expect our ability to continue to develop or partner with providers of AI solutions that interoperate with our platform will impact our ability to drive future growth and compete effectively If we fail to anticipate our customers’ integration needs, our business, financial condition, and operating results could be adversely impacted.

Additionally, if third party data sets which we do not control, and some of which are publicly sourced, become unavailable or unreliable for any reason, to us or our customers who integrate such data into our platform, it may negatively impact our ability to develop or deliver products that use such data and customer satisfaction with our products and our business, financial condition, and operating results could be adversely impacted.

Our revenue, results of operations and reputation may be negatively impacted if our products fail to meet contractual requirements or our products contain defects or fail to operate in the expected manner.

We sell proprietary data that is generated through our technologically advanced fleet of satellites and further analyzed with our proprietary platform analytics.

We sell proprietary data that is generated through our technologically advanced fleet of satellites and further analyzed with our proprietary platform analytics, and also sell satellites to a limited number of strategic customers.

Sophisticated software, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation.

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Most of the satellites and systems we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments.

In addition, we contract with third-parties, which we do not control, to provide services in connection with the launch into orbit of our satellites, adding further risks to our ability to perform under contracts with our customers that rely on our satellites to gather data.

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

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

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

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

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

Downturns or volatility in macroeconomic conditions and/or uncertainty in the political environment could have a material and adverse effect on our business, financial condition, results of operations and liquidity.

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

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

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

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

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

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

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If we have limited access to additional financing sources, we may be required to defer capital expenditures or seek other sources of liquidity, which may not be available to us on acceptable terms or at all.

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

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

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

The loss of any one or more of these suppliers or their failure to supply us with the necessary supplies or services on a timely basis could cause delays in our research, development or satellite manufacturing and adversely affect our business.

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

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

and Space Exploration Technologies Corp.

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

Increased tariffs on our suppliers’ products are expected to increase the cost of manufacturing and deploying our satellites.

Also if any of our suppliers’ or service providers’ businesses fail or their products become subject to additional tariffs, it would reduce competition and could increase the cost of manufacturing and deploying our satellites, conducting research and development and launch services.

Adverse events with respect to any of our component suppliers, service providers or launch providers could also result in the delay of the design, construction or launch of our satellites.

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Even where alternate suppliers for such services are available, we may have difficulty identifying them in a timely manner, we may incur significant additional expense in changing suppliers or service providers, and this could result in difficulties or delays in the design, construction or launch of our satellites.

Any delays in the design, construction or launch of our satellites could have a material adverse effect on our business, financial condition and results of operations.

Any delays in the design, construction or launch of our satellites could have a material and adverse effect on our business, financial condition and results of operations.

Additionally, there are increasing expectations in various jurisdictions that companies monitor the environmental and social performance of their suppliers, including compliance with a variety of labor practices, as well as consider a wider range of potential environmental and social matters, including the end of life considerations for products.

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Further, making such a change in suppliers could take time and could result in us having increased costs or force us to make design changes that impact other components or capabilities of the satellites.

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

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

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

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

If we fail to accurately forecast the cost of such contracts, especially for those contracts with unlimited downloads, if we fail to complete our contractual obligations in a manner consistent with the terms of the contract or if we fix the price for some projects too low for the services we ultimately provide, we could adversely affect our overall profitability and/or

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

We have also entered into a long-term manufacturing and services contract to sell satellites and related services and may enter into similar arrangements in the future.

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

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

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In addition, much of our key technology and systems are custom-made for our business by our personnel.

The loss of key personnel, including key members of management as well as our engineering, marketing, sales, and product development personnel, could disrupt our operations and have an adverse effect on our ability to grow our business.

The loss of key personnel, including key members of management as well as our engineering, marketing, sales, and product development personnel, could lead to a loss of expertise as well as disrupt our operations and have an adverse effect on our ability to grow our business.

In addition, the maintenance and development of our platform requires individuals with significant experience in aerospace engineering, mechanical engineering and software engineering.

Further, our ability to successfully execute strategic initiatives, such as expanding our salesforce, will be dependent on our ability to hire and retain a sufficient number of individuals with the appropriate capabilities and level of experience.

If we do not succeed in attracting, retaining and motivating highly qualified personnel, our business may be seriously harmed.

Further, we also face significant competition for employees, particularly in the San Francisco Bay Area where our headquarters are located, and as a result, skilled employees in this competitive geographic location can often command higher compensation and may be difficult to hire.

Further, we have in the past, and may in future, lose a number of employees as a result of one or more employees leaving and encouraging others to join them.

If we do not succeed in attracting, retaining and motivating highly qualified personnel or maintaining export licenses to support needed for the work of non-U.S.

personnel, our business may be seriously harmed.

Further, we also face significant competition for employees, particularly in the San Francisco Bay Area where our headquarters are located, and as a result, skilled

employees in this competitive geographic location can often command higher compensation and may be difficult to hire.

We have in the past, and may in future, lose a number of employees as a result of one or more employees leaving and encouraging others to join them.

If this were to occur again, it could seriously harm our business.

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

Our business and results of operations

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

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

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

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For the fiscal year ended January 31, 2025, one customer accounted for 19% of revenue.

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

As of January 31, 2025, one customer accounted for 12% of accounts receivable.

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

While we intend to increase the number of customers using our platform, we believe it is possible that our revenue and our operating results in the near term will continue to depend on sales to a small number of customers.

As a result of this customer concentration, our revenue could fluctuate materially and could be materially and disproportionately impacted by decisions of these customers or any other significant customer to cancel their agreements with us or otherwise no longer use our services.

agreements with us or otherwise no longer use our services.

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

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We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.

In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition and results of operations.

damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition and results of operations.

Our business depends on a strong brand.

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Maintaining and enhancing our brand will depend largely on our continued ability to provide high quality products and services, which we may not do successfully.

In addition, we receive a high degree of media coverage, including social media coverage, around the world.

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

In addition, we receive, and our customers’ use of our products and services receives, a high degree of media coverage, including social media coverage, around the world.

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

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

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

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

Changing market dynamics, global and domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.

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

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

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

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

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

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

A significant natural disaster, such as an earthquake, fire or flood, occurring at our headquarters, at one of our other facilities, or at a facility where one of our launch partners is

located or where our third-party suppliers’ facilities are located could adversely affect our business, results of operations and financial condition.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For more information, see “—We are

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

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

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

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

In recent years, increasing attention has been given to corporate activities related to ESG matters including increasing attention on and demands for action related to climate change and diversity, equity and inclusion matters.

Expectations regarding voluntary ESG initiatives and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other impacts to our business, financial condition, or results of operations.

While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company and/or products or to respond to stakeholder expectations, such initiatives may be costly and may not have the desired effect.

Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.

For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control.

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

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

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

Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions.

Unfavorable ESG ratings could lead to increased negative investor sentiment towards us, which could negatively impact our share price as well as our access to and cost of capital.

To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely impact our operations.

We may be especially subject to scrutiny on such matters given our position as a public benefit corporation and our efforts to portray our operations and products/services as a tool to help assess and manage certain ESG risks.

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

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

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

This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.

Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

We may be subject to certain risks as a mission-driven company, including stockholder activism.

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

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

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

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

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

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Responding to these actions could be costly and time-consuming, disrupt our business and operations and divert the attention of our management.

Furthermore, uncertainties associated with such activities could negatively impact our ability to execute our strategic plan, retain customers and skilled employees and affect long-term growth.

Furthermore, uncertainties associated with such activities could negatively impact our ability to execute our strategic plan, retain customers and

skilled employees and affect long-term growth.

In addition, such activities may cause our stock price to fluctuate based on temporary or speculative market perceptions that do not necessarily reflect our business operations.

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This insurance will not protect us against all losses to our inventory and satellites due to specified limitations, exclusions, deductibles and material change limitations, and it may be difficult to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.

Although we intend to obtain and maintain insurance for our inventory, operating satellites and certain launches, any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, the cost of available insurance and the redundancy of our operating satellites.

Although we intend to obtain and maintain insurance for our inventory, operating satellites and certain launches, any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, regulatory requirements, the cost of available insurance and the redundancy of our operating satellites.

Higher premiums on insurance policies will increase our costs and consequently reduce our operating income by the amount of such increased premiums.

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Even if obtained, our on-orbit operations insurance will not cover any loss in revenue incurred as a result of a partial or total satellite loss.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results of operations, our key metrics discussed elsewhere in our public filings, and other metrics that analysts use to evaluate our business, have fluctuated in the past and may vary significantly in the future.

Quarter-to-quarter comparisons of our operating results and other key metrics may not be meaningful.

Our financial results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly and annual results of operations, our key metrics discussed elsewhere in our public filings, and other metrics that analysts use to evaluate our business, have fluctuated in the past and may vary significantly in the future.

Period-to-period comparisons of our operating results and other key metrics may not be meaningful.

Accordingly, the results of any one quarter should not be relied upon as an indication of future performance.

Our quarterly financial results and metrics may fluctuate as a result of a variety of factors, many of which are outside of our control and may not fully reflect the underlying performance of our business.

Our quarterly and annual financial results and metrics may fluctuate as a result of a variety of factors, many of which are outside of our control and may not fully reflect the underlying performance of our business.

These fluctuations could result in our failure to meet our expectations or those of securities analysts or investors.

If we fail to meet these expectations for any particular period, the trading price of our Class A common stock could decline significantly.

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

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

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

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

• the size and nature of some of our contracts can make estimation of total revenues and costs at completion complicated and subject to many variables

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

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• our ability to achieve and sustain a level of liquidity sufficient to grow and support our business and operations;

• network outages, technical difficulties or interruptions affecting the delivery and use of our platform or actual or perceived security breaches;

• network outages, technical difficulties or interruptions affecting the delivery and use of our platform or actual or perceived security breaches or incidents;

• any adverse litigation, judgments, settlements, or other litigation-related costs;

• our ability to attract and/or retain talent necessary to the successful delivery of our business objective;

• changes in the legislative or regulatory environment;

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

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

• our ability to attract and/or retain talent necessary to the successful delivery of our business objective, including maintaining export licenses to support the work of non-U.S.

• changes in the legislative or regulatory environment, including with respect to government spending;

• the effects of national and global health concerns;

• the effects of acts of terrorism, war, political instability or other geopolitical conflicts, both domestically and internationally, as well as any trade sanctions or resulting geopolitical tensions, changes in laws and regulations, or interpretations thereof, or the imposition of economic or trade sanctions or tariffs affecting international commercial transactions;

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

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

We may become liable for certain unforeseen pre-acquisition liabilities of an acquired business, including, but not limited to, successor liability for actions or noncompliance of an acquired business prior to such acquisition.

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

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

Some AI scenarios present ethical issues.

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

Some AI scenarios present ethical or regulatory issues.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition, many of our employees work remotely, which may pose additional data security risks.

providers could suffer damage or unauthorized access to, or loss, destruction, unavailability, or unauthorized alteration, disclosure, or other processing of, our data or third-party data we or our service providers maintain or otherwise process, including customer data.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and risk management.

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

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

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

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

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

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

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

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

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

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

We could be required to fundamentally change our business activities and practices in response to a security breach or incident or related regulatory actions or claims,

demands, or litigation (or in anticipation of a potential claim of breach or violation of laws, regulations, or other actual or asserted obligations, or of regulatory action or litigation), any of which could have an adverse effect on our business.

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

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

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

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

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

If the protection of our intellectual property and proprietary rights is inadequate to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our service and methods of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

These actual and asserted obligations may be inconsistent with each other and may conflict with other laws, regulations, or actual or asserted obligations, or our policies and practices.

In addition, the application and interpretation of these laws, regulations, and other actual or asserted obligations are often uncertain and may change over time.

Further, the U.S.

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

federal and state governments and agencies, as well as foreign governments and regulators, may in the future enact new legislation, modify existing laws and regulations, and promulgate new laws and regulations governing the collection, use, disclosure, storage, transmission, destruction, or other processing of personal data and other information, or security measures with regard to such information.

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

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

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

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

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

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

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

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

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

among certain customers, regulators, or portions of the public.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of January 31, 2025, our U.S.

federal net operating loss carryforwards totaled $564.9 million, of which $259.2 million will expire at various dates through 2038 and $305.7 million will not expire.

Additionally, as of January 31, 2025, we have state and foreign net operating loss carryforwards of $364.2 million and $3.2 million, respectively.

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

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

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

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

To the extent we are not

able to offset future taxable income with our net operating losses, our net income and cash flows may be adversely affected.

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

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

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

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

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

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

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

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

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

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

Due to the size and nature of some of our contracts, the estimation of total revenues, timing of revenue recognition, and cost at completion is complicated and subject to many variables.

Assumptions have to be made regarding the length of time to complete the contract or program because costs also include expected increases in wages and employee benefits, material prices and allocated fixed costs.

Because of the significance of the judgments and estimation processes described above, materially different revenues and profit amounts could be recorded if we used different assumptions, revised our estimates, or if the underlying circumstances were to change.

Changes in underlying assumptions, circumstances or estimates may adversely affect future period financial performance.

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

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

Although we believe our current investment portfolio

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

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

We may face exposure to foreign currency exchange rate fluctuations.

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

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

Federal Deposit Insurance Corporation (“FDIC”).

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

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

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

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

Risks Related to Legal and Regulatory Matters

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

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

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

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

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

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

The laws and regulations, and interpretations thereof, governing our business and operations, including the collection and distribution of satellite imagery and associated analytics and services, are likely to change in the future.

Additionally, there are certain environmental risks involved in the operation of our ground stations, manufacturing of our satellites and potential for orbital debris.

To the extent that governments impose restrictions or additional regulations, or new interpretations or applications of existing laws, to address regulation of satellite technology or any environmental concerns regarding our business activities, we may be required to alter our business operations to comply with such changes.

To the extent that governments impose restrictions or additional regulations, or new interpretations or applications of existing laws, to address regulation of satellite technology, distribution of satellite imagery or services, or any environmental concerns regarding our business activities, we may be required to alter our business operations to comply with such changes.

Our ability to sell our products and services on a global basis may also be reduced or restricted due to increased U.S., E.U.

or other government regulations.

or other government regulations or other government actions.

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

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

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

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

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

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Our business requires licenses from the Commercial Remote Sensing Regulatory Affairs

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

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

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

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government has the right to interrupt service or limit our ability to distribute satellite images when foreign policy or U.S.

national security interests are affected.

national security

interests are affected.

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

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

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

should we not obtain necessary licenses or approvals in a timely manner, including as a result of recent reductions in the NOAA workforce, our products and services may not be competitive.

Canadian Approvals .

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Should we not obtain necessary licenses or approvals in a timely manner or fail to maintain existing licenses or approvals, our products and services may be impacted.

Distribution of RapidEye archive imagery and SPOT imagery within Canada is subject to oversight by GAC.

Distribution of SPOT imagery within Canada is subject to oversight by GAC.

If any such imagery covers a restricted Area of Interest, it can only be provided to a “Five Eyes Government”, unless prior approval is obtained from GAC.

GAC is under no obligation to grant such approvals and has sole discretion to alter the list of restricted Areas of Interest.

Such restrictions may reduce the competitiveness of the RapidEye archive imagery offerings and SPOT imagery distribution within Canada.

Export Approvals.

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

See additional information relating to trade control risks below.

For additional information relating to trade control risks see “—We are subject to international trade laws and regulations that could impair our business operations and ability to compete in international markets or subject us to liability if we violate applicable controls.”

FCC Approvals .

Our operation of satellites and U.S.

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

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

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

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

Finally, the rules and

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

We are subject to FCC regulatory fees associated with our authorizations which can fluctuate significantly from year to year.

For example, in its fiscal year 2024 regulatory fee schedule, the FCC implemented several significant changes for fee payors in the space station (e.g., satellite) and earth station categories, including substantial fee increases that impact companies like ours.

Such fee fluctuations or further increases could impact our financial flexibility and/or adversely affect our operations and ability to conduct business.

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

Other International Registration and Approvals .

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

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

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

requirements.

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

Planet or its vendors must secure necessary licenses and operational authority to use the required spectrum in each country into which we will downlink high-resolution commercial Earth imagery.

Planet or its vendors must secure necessary licenses and operational authority to use the required spectrum in each country into which we will downlink commercial Earth imagery.

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

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

licensing jurisdiction.

licensing authorities.

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

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

Future rules may also affect other corporate policies or practices in ways that may create further burdens on our business and operations.

Moreover, the United States and ITU are considering regulatory changes that may affect our use of or access to certain portions of the radiofrequency spectrum, possibly including reallocation of frequencies we use or intend to use or the introduction of new services that may cause harmful interference to our operations (such as X-band downlink in the 8025-8400 MHz band, which is under study in the United States and at the ITU for terrestrial use).

Such authorities may also adopt rules and/or make changes in the licenses of our competitors that affect our spectrum access or use.

Certain changes in rules or regulatory policy may significantly affect our business or raise the cost of operating our business.

These changes could affect Planet’s operations, including by requiring us to redesign our satellites, incur operational burdens, and/or assume increases in production costs.

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

In addition, entry into certain transactions with foreign entities now or in the future may be subject to government regulations, including review related to foreign direct investment by U.S.

or foreign government entities.

If a transaction with a foreign entity was subject to regulatory review, such regulatory review might limit our ability to enter into the desired strategic alliance and thus our ability to carry out our long-term business strategy.

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

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

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

If our employees are unable to obtain or retain security clearances or if our employees who hold security clearances

terminate employment with us, our ability to perform classified work may be negatively affected, including the potential termination of a classified contract.

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

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

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

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

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

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

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

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

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

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Detecting, investigating, and resolving actual or alleged violations can require a significant diversion of time, resources, and attention from senior management.

In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution or other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences.

If any subpoenas or investigations are launched, or governmental or other sanctions are imposed or if we do not prevail in any possible civil or criminal litigation, our business could be harmed.

In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws, and allegations thereof, could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution or other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences, all of which could adversely impact our business, reputation, prospects and results of operations.

In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Enforcement actions and sanctions could further harm our business.

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

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

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

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

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

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

or loss of sales opportunities.

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

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

We are subject to international trade laws and regulations that could impair our business operations and ability to compete in international markets or subject us to liability if we violate applicable controls.

Our business is subject to international trade laws and regulations, including, without limitation, the Export Administration Regulations (“EAR”) maintained by the U.S.

Department of Commerce, Bureau of Industry and Security (“BIS”);

the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S.

Department of State, Directorate of Defense Trade Controls (“DDTC”);

and trade and economic sanctions maintained by the U.S.

Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and similar laws of other jurisdictions.

International trade laws and regulations continuously evolve to address technological developments and changes in geopolitical conditions.

Increasing global trade tensions could result in new regulations, tariffs or other governmental restrictions that inhibit our ability to transact with foreign suppliers, customers, or other business

Monitoring and responding to these developments may require significant resources and could impair our operations.

If it was determined that we did not comply with such international trade laws and regulations or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, the possible loss of our export or import privileges, seizure and forfeiture of assets involved in such noncompliance and debarment from U.S.

government contracting.

Moreover, changes to international trade laws and regulations may restrict our ability to conduct certain export activity or may impose export licensing requirements that could delay or increase costs associated with export activity.

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

If we are unable to maintain our existing authorizations, make necessary modifications to our existing authorizations, or obtain future export licenses in accordance with the export control laws and regulations, we may be unable to export hardware or software or provide services and related technology to our customers, suppliers, employees or other business partners, which could impair our business operations and ability to compete in international markets.

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

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

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

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

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

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

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

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

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

Any limitation on our ability to export to or sell our technology, products, or services in international markets or to export controlled technology and software to our foreign national employees and/or non-U.S.

subsidiaries could adversely affect our business, financial condition and results of operations.

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

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

Our business is subject to regulation by various federal, state, local and foreign governments, including those regulators discussed above, and applicable laws and regulations evolve over time.

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

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• actions by stockholders, including the sale of any of their shares of our Class A common stock;

• short selling of our Class A common stock;

• the publication of analyst or industry coverage or short seller reports regarding our business;

• additions and departures of key personnel;

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• general economic and political conditions, such as the effects of national and global health concerns, recessions, interest rates, inflation, local and national elections, the effects of bank or financial institution failures, fuel prices, international currency fluctuations and corruption;

• acts of terrorism, war or political instability, both domestically and internationally, including the current events involving Russia and Ukraine, and Israel and Hamas, respectively, changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions.

• acts of terrorism, war or political instability, both domestically and internationally, changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions.

The stock markets in general have experienced extreme price and volume volatility often unrelated to the operating performance of particular companies.

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(the “Planet Founders”) hold all of the issued and outstanding shares of our Class B common stock.

Accordingly, the Planet Founders hold over approximately 62% of the voting power of our capital stock and are able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.

Additionally, the Planet Founders received additional shares of Class B common stock for any contingent consideration issued in respect of their ownership of Former Planet Class B common stock held immediately prior to the Business Combination.

Accordingly, the Planet Founders hold over approximately 62% of the voting power of our capital stock and are able to control matters submitted to our stockholders for approval, including the election of directors, many amendments of our organizational documents and many transactions involving a merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction.

Additionally, the Planet Founders received additional shares of Class B common stock for any contingent consideration issued in

respect of their ownership of Former Planet Class B common stock held immediately prior to the Business Combination.

The Planet Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

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If one or more of the analysts initiate research with an unfavorable rating or downgrade our Class A common stock, provide more favorable recommendations about our competitors, or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline.

If any analyst who may cover us were to cease coverage of us

or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline.

If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline.

We do not intend to pay cash dividends for the foreseeable future.

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Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our Class A common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

We may redeem the unexpired outstanding public warrants prior to their exercise at a time that is disadvantageous to the warrant holders, thereby making their warrants worthless.

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Notice of redemption shall be mailed by first class mail, postage prepaid, by Planet not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books.

Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder

received such notice.

Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

In addition, beneficial owners of the redeemable warrants will be notified of such redemption via our posting of the redemption notice to the Depository Trust Company.

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Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement.

If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to:

If any action, the subject matter of which is within the scope the forum provisions of the

Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

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• advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

• a multi-class common stock structure with 20 votes per share of our Class B common stock, providing the Planet Founders the ability to control the outcome of matters requiring stockholder approval, even though the Planet Founders own less than a majority of the outstanding shares of our capital stock.

• a multi-class common stock structure with 20 votes per share of our Class B common stock, providing the Planet Founders the ability to control the outcome of many matters requiring stockholder approval, even though the Planet Founders own less than a majority of the outstanding shares of our capital stock.

These anti-takeover provisions as well as certain provisions of Delaware law could make it more difficult for a third party to acquire Planet, even if the third party’s offer may be considered beneficial by many of our stockholders.

As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

If prospective takeovers are not consummated for any reason, we may experience negative reactions from the financial markets, including negative impacts on the price of our common stock.

If prospective takeovers are not consummated for any reason, we may experience negative reactions from the financial markets, including negative impacts on the price of our Class A common stock.

These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors of their choosing and to cause us to take other corporate actions that our stockholders desire.

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As a public benefit corporation, we are required to balance our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit or benefits identified by our Charter.

There is no assurance that we will achieve our public benefit purpose or that the expected positive impact from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, which in turn may have a material adverse effect on our business, results of operations and financial condition.

As a public benefit corporation, we are required, under Section 366 of the Delaware General Corporation Law (“DGCL”), to disclose to stockholders a report at least biennially on our overall public benefit performance and on our assessment of our success in achieving our specific public benefit purpose.

If we are not timely or are unable to provide this report, or if the report is not viewed favorably by parties doing business with us or regulators or others reviewing our credentials, our reputation and status as a public benefit corporation may be harmed.

There is no assurance that we will achieve our public benefit purpose or that the expected positive impact from being a public benefit corporation will be realized, which could have a material and adverse effect on our reputation, which in turn may have a material and adverse effect on our business, results of operations and financial condition.

As a public benefit corporation, we are required, under Section 366 of the Delaware General Corporation Law (“DGCL”) and pursuant to our Bylaws, to disclose to stockholders a report at least biennially on our overall performance in promoting the public benefit or benefits identified in our Charter and the best interests of those materially affect by our conduct and on our assessment of our success in achieving our specific public benefit purpose and in promoting those interests.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

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• we will indemnify our directors and officers to the fullest extent permitted by Delaware law.

Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

• we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

• we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers will undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

Delaware law generally provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

• we may, to the extent authorized from time to time by our board of directors, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

• we are required by our Bylaws to advance expenses, as incurred, to our present and former directors and officers in connection with appearing at, participating in or defending a proceeding upon receipt of a written request therefor, except that such directors or officers must undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

• the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons;

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While we have procured directors’ and officers’ liability insurance policies, such insurance policies may not be available to us in the future at a reasonable rate, may not cover all potential claims for indemnification, and may not be adequate to indemnify us for all liability that may be imposed.

Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with Planet or our directors, officers or other employees.

Our Charter generally designates the Court of Chancery of the State of Delaware (the “Delaware Court”) (and the other state courts and federal court located in Delaware) as the sole and exclusive forum for certain types of actions and that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with Planet or our directors, stockholders, officers or employees.

Our Charter provides that, unless we consent in writing to the selection of an alternative forum, any (i) derivative action, suit or proceeding brought on our behalf;

(ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former director, officer, stockholder or other employee to Planet or our stockholders;

(iii) action, suit or proceeding asserting a claim against us or any director or officer arising pursuant to any provision of the DGCL, the Charter or the Bylaws (as either may be amended from time to time);

or (iv) any action, suit or proceeding asserting a claim against us or any of our director or officer governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware or other state courts of the State of Delaware.

Subject to the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act.

The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Any person or entity purchasing or otherwise acquiring an interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our Charter.

(ii) action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, stockholders or employees to Planet or our stockholders;

(iii) action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, our Charter or our Bylaws (as either may be amended from time to time);

(iv) action, suit or proceeding as to which the DGCL confers jurisdiction on the Delaware Court or (v) any action, suit or proceeding asserting a claim against us or any of our current or former directors, officers or stockholders governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Delaware Court or, if such court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware.

The exclusive forum provision described in the foregoing sentence does not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Our Charter further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

Any person or entity purchasing or otherwise acquiring an interest in any shares of our securities shall be deemed to have notice of and to have consented to the exclusive forum provisions in our Charter.

These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it believes to be favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits.

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Alternatively, if a court were to find these provisions of our Charter inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively impact our financial performance and may subject us to increased derivative litigation concerning our and our directors’ duty to balance stockholder and public benefit interest, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Our directors have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by Planet’s actions.

Under Delaware law, directors are shielded from liability for breach of these obligations if they make informed and disinterested decisions that serve a rational purpose.

If a conflict between the interests of our stockholders and the other interests enumerated above occur, our directors must only make informed and disinterested decisions that serve a rational purpose;

thus, there is no guarantee such a conflict would be resolved in favor of our stockholders, which could have a material adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

Therefore, we may take actions that we believe will be in the best interests of those stakeholders materially affected by our specific benefit purpose, even if those actions do not maximize our financial results.

As a public benefit corporation, the statutory obligation of our board of directors to manage Planet in a manner that balances our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit or public benefits identified in our Charter may negatively impact our financial performance and may subject us to increased derivative litigation concerning our directors’ obligation to balance these interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Our directors have a statutory obligation to consider not only the stockholders’ pecuniary interests, but also our specific public benefit and the best interests of other stakeholders materially affected by Planet’s actions.

Under Delaware law, directors are shielded from liability for breach of these obligations if they make informed and disinterested decisions that are not such that no person of ordinary, sound judgment would approve.

If a conflict between our stockholders’ pecuniary interests and the other interests enumerated above occur, our directors must balance such interests as they deem appropriate;

thus, there is no guarantee such a conflict would be resolved in favor of our stockholders’ pecuniary interests, which could have a material and adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

Therefore, we may take actions that our directors believe will be in the best interests of those stakeholders materially affected by our conduct or in the best interest of promoting our specific benefit purpose, even if those actions do not maximize our financial results.

While we intend for this public benefit designation and obligation to provide an overall net benefit to us and our customers, it could instead cause us to make decisions and take actions without seeking to maximize the income generated from our business, and hence available for distribution to our stockholders.

Our pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe it expects or at all, yet may have an immediate negative effect on any amounts available for distribution to our stockholders.

Accordingly, being a public benefit corporation and complying with our related obligations could have a material adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

As a public benefit corporation, we are less attractive as a takeover target than a traditional company would be and, therefore, your ability to realize your investment through an acquisition may be limited.

Under our Charter, we cannot merge or consolidate with another entity if, as a result of such merger or consolidation, the surviving entity’s charter does not contain the identical provisions identifying the public benefit or public benefits, unless the transaction receives approval from two-thirds of the target public benefit corporation’s outstanding voting shares.

Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund investors because new directors would still have to consider and give appropriate weight to the public benefit along with shareholder value, and shareholders committed to the public benefit can enforce this through derivative suits.

Further, by requiring that board of directors of public benefit corporations to consider additional constituencies other than maximizing shareholder value, Delaware public benefit corporation law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to investors.

Our directors have a duty to consider not only our stockholders’ interests, but also our specific public benefit and the interests of other stakeholders affected by our actions.

If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders.

While directors of traditional corporations are required to make decisions they believe to be in the best interests of their stockholders, directors of a public benefit corporation have a duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by the company’s actions.

Under Delaware law, directors are shielded from liability for breach of these obligations if they make informed and disinterested decisions that serve a rational purpose.

Thus, unlike traditional corporations which must focus exclusively on stockholder value, our directors are not merely permitted, but obligated, to consider our specific public benefit and the interests of other stakeholders.

In the event of a conflict between the interests of our stockholders and the interests of our specific public benefit or our other stakeholders, our directors must only make informed and disinterested decisions that serve a rational purpose;

As a Delaware public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interest, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Stockholders of a Delaware public benefit corporation with shares listed on a national securities exchange (if they, individually or collectively, own at least two percent of the company’s outstanding shares or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted) are entitled to file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests.

Our pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe we expect or at all, yet may have an immediate negative effect on any amounts available for distribution to our stockholders.

Accordingly, being a public benefit corporation and complying with our related obligations could have a material and adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

As a public benefit corporation, we may be less attractive as a takeover target than a traditional company would be and, therefore, your ability to realize your investment through an acquisition may be limited.

Under our Charter, we cannot merge or consolidate with another entity if, as a result of such merger or consolidation, our capital stock would become, be converted into or exchange for the right to receive shares or other equity interests in corporation that is not a public benefit corporation or similar entity and the certificate of incorporation (or similar governing document) of such entity does not contain identical provisions to the language in our Charter identifying the public benefit or public benefits, unless the transaction receives approval from at least two-thirds of the voting power of our outstanding capital stock entitled to vote generally in the election of directors.

Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund investors because new directors would still have to balance the stockholders’ pecuniary interests, the specific public benefit and the best interests of other stakeholders materially affected by the corporation’s actions, and stockholders can enforce this balancing obligation through derivative suits, subject to certain limitations under Delaware law.

Further, by requiring the board of directors of public benefit corporations to consider additional constituencies other than maximizing stockholder value, Delaware public benefit corporation law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to investors.

As a Delaware public benefit corporation, we may be subject to increased derivative litigation concerning our board’s obligation to balance our stockholder’ pecuniary interests, the best interests of those materially affected by our conduct and our public benefit interest, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Stockholders of a Delaware public benefit corporation with shares listed on a national securities exchange (if they, individually or collectively, own the lesser of at least two percent of the company’s outstanding shares or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted) are entitled to file a derivative or other type of action to enforce the statutory balancing requirement imposed on the board of directors by the DGCL.

This potential liability does not exist for traditional corporations.

Therefore, we may be subject to the possibility of increased derivative litigation, which would require the attention of our management, and, as a result, may adversely impact our management’s ability to effectively execute our strategy.

Additionally, any such derivative litigation may be costly, which may have an adverse impact on our financial condition and results of operations.

Therefore, we may be subject to the possibility of increased litigation, which would require the attention of our management, and, as a result, may adversely impact our management’s ability to effectively execute our strategy.

Additionally, any such litigation may be costly, which may have an adverse impact on our financial condition and results of operations.

The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.

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The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls over financial reporting.

As a result, we will incur significant legal, accounting and other expenses that we did not previously incur as a private company.

Compliance with these rules and regulations has increased, and will continue to increase, our legal and financial compliance costs and demands on our systems.

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These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition, and results of operations.

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

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

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

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Any failure to develop, implement, or maintain effective internal controls related to our revenue and other accounting or tax systems and associated reporting could result in the identification of a material weakness in our internal controls and could materially adversely affect our business, results of operations, and financial condition or cause us to fail to meet our reporting obligations.

Further, the identification of a material weakness could result in regulatory scrutiny and cause investors to lose confidence in

our reported financial condition and otherwise have a material adverse effect on our business, financial condition, cash flow or results of operations.

Further, the identification of a material weakness could result in regulatory scrutiny and cause investors to lose confidence in our reported financial condition and otherwise have a material and adverse effect on our business, financial condition, cash flow or results of operations.

We have incurred, and expect to continue to incur, costs related to implementing an internal audit and compliance function to further improve our internal control environment.

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In addition, we may discover weaknesses in our systems of internal financial and accounting controls and procedures that could result in a material misstatement of our consolidated financial statements.

Any outstanding or potential stockholder litigation may result in substantial costs and diversion of our management’s attention and resources.

We are and may continue to be subject to stockholder litigation against us and we may be the target of this type of litigation in the future.

Any such litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business or reputation.

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 1A. Risk Factors