Planet Labs PBC 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) 76 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 78 Consolidated Balance Sheets 79 Consolidated Statements of Operations 80 Consolidated Statements of Comprehensive Loss 81 Consolidated Statements of Stockholders’ Equity 82 Consolidated Statements of Cash Flows 83 Notes to Consolidated Financial Statements 84 75 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Planet Labs PBC: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheet of Planet Labs PBC and subsidiaries (the Company) as of January 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 76 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the sufficiency of audit evidence over revenue recognition As discussed in Note 2 to the consolidated financial statements, the Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform. Imagery licensing agreements vary by contract, but generally have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to imagery. The Company recorded $244 million in revenue for the year ended January 31, 2025. We identified the evaluation of the sufficiency of audit evidence over revenue recognition as a critical audit matter. This matter required subjective auditor judgment because the Company’s revenue recognition process is highly automated using customized and proprietary IT applications. Auditor judgment was required in determining the nature and extent of audit evidence obtained over the information systems that process revenue transactions. Involvement of IT professionals with specialized skills and knowledge was required to assist with the determination of IT applications subject to testing and the performance and evaluation of certain procedures. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue recognition. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process. We involved IT professionals with specialized skills and knowledge, who assisted in testing controls related to the Company’s general information technology and application controls related to the IT applications used within the revenue recognition process. We assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including contracts with customers. In addition, we evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed, including appropriateness of the nature and extent of such evidence. /s/ KPMG LLP We have served as the Company’s auditor since 2024. San Francisco, California March 26, 2025 77 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Planet Labs PBC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Planet Labs PBC (the Company) as of January 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the two years in the period ended January 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion . /s/ Ernst & Young LLP We served as the Company’s auditor from 2019 to 2024. San Jose, California March 28, 2024 78 Table of Contents Planet Labs PBC Consolidated Balance Sheets January 31, (in thousands, except share and par value amounts) 2025 2024 Assets Current assets Cash and cash equivalents $ 118,048 $ 83,866 Restricted cash and cash equivalents, current 6,598 8,360 Short-term investments 104,027 215,041 Accounts receivable, net of allowance of $ 807 and $ 1,539 , respectively 55,833 43,320 Prepaid expenses and other current assets 17,719 19,564 Total current assets 302,225 370,151 Property and equipment, net 121,749 113,429 Capitalized internal-use software, net 18,974 14,973 Goodwill 136,349 136,256 Intangible assets, net 27,452 32,448 Restricted cash and cash equivalents, non-current 5,348 9,972 Operating lease right-of-use assets 19,752 22,339 Other non-current assets 1,947 2,429 Total assets $ 633,796 $ 701,997 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 2,604 $ 2,601 Accrued and other current liabilities 42,600 44,779 Deferred revenue 82,275 72,327 Liability from early exercise of stock options 5,378 8,964 Operating lease liabilities, current 9,221 7,978 Total current liabilities 142,078 136,649 Deferred revenue 11,182 5,293 Deferred hosting costs 5,368 7,101 Public and private placement warrant liabilities 18,077 2,961 Operating lease liabilities, non-current 12,392 16,952 Contingent consideration 2,883 5,885 Other non-current liabilities 530 9,138 Total liabilities 192,510 183,979 Commitments and contingencies (Note 10) Stockholders’ equity Common stock, $ 0.0001 par value, 570,000,000 , 30,000,000 and 30,000,000 Class A, Class B and Class C shares authorized at January 31, 2025 and 2024, 278,937,702 and 268,117,905 Class A shares issued and outstanding at January 31, 2025 and 2024, respectively, 21,157,586 Class B shares issued and outstanding at January 31, 2025 and 2024, 0 Class C shares issued and outstanding at January 31, 2025 and 2024 28 28 Additional paid-in capital 1,645,356 1,596,201 Accumulated other comprehensive income (loss) ( 1,097 ) 1,594 Accumulated deficit ( 1,203,001 ) ( 1,079,805 ) Total stockholders’ equity 441,286 518,018 Total liabilities and stockholders’ equity $ 633,796 $ 701,997 See accompanying notes to consolidated financial statements. 79 Table of Contents Planet Labs PBC Consolidated Statements of Operations Year Ended January 31, (in thousands, except share and per share amounts) 2025 2024 2023 Revenue $ 244,352 $ 220,696 $ 191,256 Cost of revenue 104,627 107,746 97,248 Gross profit 139,725 112,950 94,008 Operating expenses Research and development 101,006 116,339 110,916 Sales and marketing 77,694 86,304 78,020 General and administrative 77,147 80,055 80,747 Total operating expenses 255,847 282,698 269,683 Loss from operations ( 116,122 ) ( 169,748 ) ( 175,675 ) Interest income 10,257 15,414 7,672 Change in fair value of warrant liabilities ( 15,116 ) 13,709 6,554 Other income, net 245 931 330 Total other income (expense), net ( 4,614 ) 30,054 14,556 Loss before provision for income taxes ( 120,736 ) ( 139,694 ) ( 161,119 ) Provision for income taxes 2,460 815 847 Net loss $ ( 123,196 ) $ ( 140,509 ) $ ( 161,966 ) Basic and diluted net loss per share attributable to common stockholders $ ( 0.42 ) $ ( 0.50 ) $ ( 0.61 ) Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders 292,124,291 279,585,698 267,126,918 See accompanying notes to consolidated financial statements. 80 Table of Contents Planet Labs PBC Consolidated Statements of Comprehensive Loss Year Ended January 31, (in thousands) 2025 2024 2023 Net loss $ ( 123,196 ) $ ( 140,509 ) $ ( 161,966 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ( 2,581 ) ( 766 ) 13 Change in fair value of available-for-sale securities ( 110 ) 89 162 Other comprehensive income (loss), net of tax ( 2,691 ) ( 677 ) 175 Comprehensive loss $ ( 125,887 ) $ ( 141,186 ) $ ( 161,791 ) See accompanying notes to consolidated financial statements. 81 Table of Contents Planet Labs PBC Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balances at January 31, 2022 262,175,273 $ 27 $ 1,423,151 $ 2,096 $ ( 777,029 ) $ 648,245 Cumulative effect of adoption of ASU 2016-13 — — — — ( 301 ) ( 301 ) Issuance of Class A common stock from the exercise of common stock options 7,138,894 — 15,941 — — 15,941 Issuance of Class A common stock upon vesting of restricted stock units 3,264,229 — — — — — Vesting of early exercised stock options 367,644 — 3,584 — — 3,584 Class A common stock withheld to satisfy employee tax withholding obligations ( 1,162,479 ) — ( 6,337 ) — — ( 6,337 ) Stock-based compensation — — 76,873 — — 76,873 Net unrealized gain on available-for-sale securities, net of taxes — — — 162 — 162 Other — — ( 110 ) — — ( 110 ) Change in translation — — — 13 — 13 Net loss — — — — ( 161,966 ) ( 161,966 ) Balances at January 31, 2023 271,783,561 27 1,513,102 2,271 ( 939,296 ) 576,104 Issuance of Class A common stock from the exercise of common stock options 3,133,394 — 7,388 — — 7,388 Issuance of Class A common stock upon vesting of restricted stock units 8,341,474 — — — — — Issuance of Class A common stock for acquisition of business 6,745,438 1 21,621 — — 21,622 Vesting of early exercised stock options — — 3,584 — — 3,584 Class A common stock withheld to satisfy employee tax withholding obligations ( 2,876,919 ) — ( 8,970 ) — — ( 8,970 ) Stock-based compensation — — 59,476 — — 59,476 Net unrealized gain on available-for-sale securities, net of taxes — — — 89 — 89 Other 2,148,543 — — — — — Change in translation — — — ( 766 ) — ( 766 ) Net loss — — — — ( 140,509 ) ( 140,509 ) Balances at January 31, 2024 289,275,491 28 1,596,201 1,594 ( 1,079,805 ) 518,018 Issuance of Class A common stock from the exercise of common stock options 1,956,382 — 5,761 — — 5,761 Issuance of Class A common stock upon vesting of restricted stock units 13,114,544 — — — — — Issuance of Class A common stock for employee stock purchase program 487,557 — 924 — — 924 Vesting of early exercised stock options — — 3,584 — — 3,584 Class A common stock withheld to satisfy employee tax withholding obligations ( 4,738,686 ) — ( 11,938 ) — — ( 11,938 ) Stock-based compensation — — 50,824 — — 50,824 Net unrealized loss on available-for-sale securities, net of taxes — — — ( 110 ) — ( 110 ) Change in translation — — — ( 2,581 ) — ( 2,581 ) Net loss — — — — ( 123,196 ) ( 123,196 ) Balances at January 31, 2025 300,095,288 28 1,645,356 ( 1,097 ) ( 1,203,001 ) 441,286 See accompanying notes to consolidated financial statements. 82 Planet Labs PBC Consolidated Statements of Cash Flows Year Ended January 31, (in thousands) 2025 2024 2023 Operating activities Net loss $ ( 123,196 ) $ ( 140,509 ) $ ( 161,966 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 45,637 47,639 43,330 Stock-based compensation, net of capitalized cost of $ 2,339 , $ 2,344 and $ 1,329 , respectively 48,485 57,132 75,544 Change in fair value of warrant liabilities 15,116 ( 13,709 ) ( 6,554 ) Change in fair value of contingent consideration 3,437 ( 741 ) — Other ( 920 ) ( 4,321 ) ( 404 ) Changes in operating assets and liabilities Accounts receivable ( 11,984 ) ( 2,658 ) 6,313 Prepaid expenses and other assets 8,366 10,498 ( 10,080 ) Accounts payable, accrued and other liabilities ( 13,337 ) ( 25,014 ) ( 2,986 ) Deferred revenue 15,572 22,237 ( 14,387 ) Deferred hosting costs ( 1,550 ) ( 1,265 ) ( 2,743 ) Net cash used in operating activities ( 14,374 ) ( 50,711 ) ( 73,933 ) Investing activities Purchases of property and equipment ( 44,297 ) ( 37,991 ) ( 10,440 ) Capitalized internal-use software ( 5,322 ) ( 4,419 ) ( 2,320 ) Maturities of available-for-sale securities 61,396 161,317 55,172 Sales of available-for-sale securities 192,522 45,580 — Purchases of available-for-sale securities ( 140,240 ) ( 189,142 ) ( 280,297 ) Business acquisition, net of cash acquired ( 1,068 ) ( 7,542 ) ( 3,821 ) Purchases of licensed imagery intangible assets ( 4,785 ) — — Other ( 300 ) ( 1,389 ) ( 557 ) Net cash provided by (used in) investing activities 57,906 ( 33,586 ) ( 242,263 ) Financing activities Proceeds from the exercise of common stock options 4,375 7,388 14,701 Payments for withholding taxes related to the net share settlement of equity awards ( 11,938 ) ( 8,971 ) ( 6,337 ) Proceeds from employee stock purchase program 1,549 — — Payments of contingent consideration for business acquisitions ( 8,783 ) — — Other ( 738 ) ( 15 ) ( 504 ) Net cash provided by (used in) financing activities ( 15,535 ) ( 1,598 ) 7,860 Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents ( 201 ) 17 ( 402 ) Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents 27,796 ( 85,878 ) ( 308,738 ) Cash and cash equivalents, and restricted cash and cash equivalents at the beginning of the period 102,198 188,076 496,814 Cash and cash equivalents, and restricted cash and cash equivalents at the end of the period $ 129,994 $ 102,198 $ 188,076 Year Ended January 31, (in thousands) 2025 2024 2023 Supplemental disclosure of cash flow information Net cash paid (received) for income tax $ 1,800 $ ( 158 ) $ 3,100 Supplemental disclosures of noncash investing and financing activities Contingent consideration for business acquisition $ — $ 5,842 $ 8,030 Issuance of Class A common stock for business acquisition $ — $ 21,622 $ — Accrued purchase of property and equipment $ 718 $ 1,428 $ 51 See accompanying notes to consolidated financial statements. 83 Planet Labs PBC Notes to Consolidated Financial Statements (1) Organization Planet Labs PBC (“Planet,” or the “Company”) was founded to design, construct, and launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. The Company’s mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. The Company is headquartered in San Francisco, California, with operations throughout the United States ( “ U.S.”), Canada, Asia and Europe. The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore, Slovenia, Austria and the Netherlands. On July 7, 2021, Planet Labs Inc. (“Former Planet”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. IV (“dMY IV”), a special purpose acquisition company (“SPAC”) incorporated in Delaware on December 15, 2020, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), and Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). Pursuant to the Merger Agreement, on December 7, 2021, First Merger Sub merged with and into Former Planet (the “Surviving Corporation”), with Former Planet surviving the merger as a wholly owned subsidiary of dMY IV (the “First Merger”), and the Surviving Corporation merged with and into dMY IV, with dMY IV surviving the merger (the “Business Combination”). Following the completion of the Business Combination, dMY IV was renamed Planet Labs PBC. Former Planet was incorporated in the state of Delaware on December 28, 2010 and the name was changed to Planet Labs Inc. on June 24, 2013. (2) Basis of Preparation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and include the accounts of Planet Labs PBC and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31. Liquidity Since its inception, the Company has incurred net losses and negative cash flows from operations. The Company expects to incur additional operating losses and negative cash flows from operations as it seeks to expand its business. As of January 31, 2025 and 2024, the Company had $ 118.0 million and $ 83.9 million of cash and cash equivalents, respectively. Additionally, as of January 31, 2025 and 2024, the Company had short-term investments of $ 104.0 million and $ 215.0 million, respectively, which are highly liquid in nature and available for current operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowances for credit losses for available-for-sale debt securities and accounts receivable, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, assumptions used to measure stock-based compensation, the fair value of warrants, the fair value of assets acquired and liabilities assumed from business combinations, the fair value of contingent consideration for business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent 84 uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Due to current geopolitical events, including the war in Ukraine and the Israel-Hamas conflict, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained. Short-term investments The Company’s short-term investments are designated as available-for-sale and are recorded at fair value each reporting period, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Investments with original maturities greater than 90 days and remaining maturities of less than one year are classified within short-term investments on the Company’s consolidated balance sheets. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments. Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of Other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss. Realized gains and losses on short-term investments are calculated based on the specific identification method and are reclassified from accumulated other comprehensive income (loss) to other income (expense), net on the consolidated statements of operations. Short-term investments are evaluated for allowances and impairment quarterly. The Company considers various factors in determining whether an allowance for expected credit losses or an impairment charge should be recognized, such as the credit quality of the issuer, the duration, severity of and the reason for the decline in value, the potential recovery period, and the Company’s intent to sell. No allowances or impairment charges were recognized during the fiscal years ended January 31, 2025, 2024, and 2023. Accounts Receivable and Allowances Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest. Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The allowance is assessed by applying a historical loss-rate methodology in accordance with ASC Topic 326, Financial Instruments— Credit Losses, adjusted as necessary based on the Company's review of accounts receivable, specifically reviewing factors including the age of the balances, customer payment history, creditworthiness, and other factors. The Company also considers market conditions and current and expected future economic conditions to inform adjustments to historical loss data. Expected credit losses are recorded as general and administrative expenses on the consolidated statements of operations. Fair Value Measurement Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “exit price”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows: Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 85 Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, short-term investments, restricted cash and cash equivalents, accrued liabilities, contingent consideration for acquisitions, and warrant liabilities. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash, cash equivalents and short-term investments are deposited with or held by financial institutions in the U.S., Canada, Germany, the Netherlands, Slovenia, Austria, and Singapore. The Company generally does not require collateral to support the obligations of the counterparties and deposits at financial institutions may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not experienced material losses on its deposits. The maximum amount of loss at January 31, 2025 that the Company would incur if parties to cash, cash equivalents, and short-term investments failed completely to perform according to the terms of the contracts is $ 219.8 million. Accounts receivables are typically unsecured and are derived from revenue earned from customers across various countries. As of January 31, 2025, one customer accounted for 12 % of accounts receivable. As of January 31, 2024, no customer accounted for 10% or more of accounts receivable. One customer accounted for 19 %, 21 %, and 19 % of revenue for the fiscal years ended January 31, 2025, 2024, and 2023, respectively. The Company’s offerings depend on continued and new approvals from the Federal Communications Commission (“FCC”), National Oceanic and Atmospheric Administration (“NOAA”), and other U.S. and international regulatory agencies for the Company to continue its operations. There can be no assurance that the Company’s operations will continue to receive the necessary approvals or that such operations will be supported by the U.S. government or other governments. If the Company was denied such approvals, if such approvals were delayed, or if the U.S. government’s or other governments’ policies change, these events may have a material adverse impact on the Company’s financial position and results of operations. The Company contracts with certain third-party service providers to launch satellites. Service providers who provide these services are limited. The inability of launch service providers to contract with the Company could materially impact future operating results. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows: Estimated useful life (in years) Computer equipment and purchased software 3 Office furniture, equipment and fixtures 5 Satellites 2.5 to 9 Ground stations and ground station equipment 3 to 10 Leasehold improvements lesser of useful life or term of lease Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the 86 straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers. The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets. At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life. During the fiscal year ended January 31, 2024, additional information specific to certain high resolution satellites became available indicating that the useful lives of these satellites will be less than originally estimated. The changes in estimated useful lives for these satellites were accounted for prospectively, resulting in an increase of depreciation expense of $ 7.0 million and an increase in basic and diluted net loss per share attributable to common stockholders of approximately $ 0.02 for the fiscal year ended January 31, 2024. Leases The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, and certain ground station service agreements that convey the right to control the use of specified equipment and facilities. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. As of January 31, 2025, the Company had no finance leases. The Company’s lease agreements do not contain residual value guarantees or material restrictive covenants. Certain of the Company’s leases include escalation clauses, options to renew and options for early termination. The Company utilizes the base, non-cancelable period as the lease term when initially recognizing right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. The Company does not separate lease and non-lease components for its operating leases. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. To determine the incremental borrowing rate, the Company references market yield curves which are risk-adjusted to approximate a collateralized rate. Capitalized Internal-Use Software Development Costs Costs directly attributable to the development of internal-use software are capitalized when the preliminary design of the software is completed, management has committed funding to proceed with the development and confirmed adequate probability that the project will be completed and the software will function as intended. Capitalization is discontinued when the project is substantially completed and ready for its intended use. The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material. The Company amortizes capitalized internal-use software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one to four years based on management’s determination of the duration of time during which the related software will be in use and contributing to the Company’s cash flows. Impairment of Long-Lived Assets The carrying amount of long-lived assets, including finite-lived intangible assets, property and equipment, and operating lease right-of-use assets to be held and used in the business are reviewed for impairment annually or 87 whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset or asset group may be impaired. When impairment indicators are present, the recoverability of the long-lived asset (or asset group) is measured by comparing the carrying value of the asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the assets or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the long-lived asset or asset group exceeds the fair value of the assets or asset group. There were no material impairment charges recorded for the Company’s long-lived assets during the fiscal years ended January 31, 2025, 2024 and 2023. Restructuring Charges The Company’s restructuring plans have historically focused on workforce reductions. Workforce reduction charges primarily include employee termination benefits consisting of severance and other employee-related costs and are generally recognized when payments are probable and amounts are estimable. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates. Business Combinations The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill. The Company allocates the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquired entity based on their fair values at the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable but recognizes that the assumptions are inherently uncertain. Acquisition-related costs are accounted for as expenses in the period in which they are incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements as of the acquisition date. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization and is tested for impairment at least annually, during the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate that the asset might be impaired, at the reporting unit level. A reporting unit, as defined under applicable accounting guidance, is an operating segment or one level below an operating segment. In assessing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing a quantitative impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when goodwill is assessed for impairment. No goodwill impairment was recorded for the Company’s reporting unit during the fiscal years ended January 31, 2025, 2024 and 2023. 88 Intangible Assets Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows: Estimated useful life (in years) Developed technology 5 to 9 Imagery library 5 to 7 Customer relationships 5 to 9 Trade names and other 2 to 7 Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied. The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or archive access licenses. The Company’s imagery licensing agreements and service agreements are often non-cancelable and do not contain refund-type provisions. At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract. Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract. At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content, which is generally not significant, is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract. When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the 89 Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships. The Company also provides a small amount of other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed. The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. Revenue excludes sales and usage-based taxes where it has been determined that the Company is acting as a pass through agent. The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration. For these arrangements, the Company estimates the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis. The Company typically bills in advance either quarterly or annually for contracts with terms of one year or longer. The Company also has a small number of large contracts that have required payment terms that are monthly or quarterly in arrears. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or non-current deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and does not evaluate contracts of one year or less for the existence of a significant financing component. For the fiscal year ended January 31, 2025, the Company recognized $ 0.8 million of interest expense associated with a multi-year customer contract that contains a significant financing component. For the fiscal years ended January 31, 2024 and 2023, there was no interest expense to recognize relating to a significant financing component. Cost of Revenue Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved, third party imagery expenses, depreciation of satellites and ground stations, amortization of acquired intangibles and the amortization of capitalized internal-use software related to creating imagery provided to customers. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Cost of revenue from professional services consists primarily of employee-related costs associated with providing these services, including costs paid to subcontractors and certain third-party fees. Research and Development Research and development expenses primarily include personnel related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iterations. The Company continues to iterate its satellites and operations for optimal efficiency and function. Costs associated with satellite and other space related research and development activities are expensed as incurred. Funding for the Company’s performance of research and development services under certain arrangements (see Note 9) are recognized as a reduction of research and development expenses based on measurement of progress using the input method. 90 Sales and Marketing Sales and marketing expenses primarily include costs incurred to market and distribute the Company’s products. Such costs include expenses related to advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for the Company’s sales and marketing personnel and sales office expenses. Sales and marketing expenses also include fees for professional and consulting services principally consisting of public relations and independent contractor expenses. Sales commissions are capitalized when incurred and amortized on a straight-line basis over the period of benefit. Other sales and marketing costs are expensed as incurred. Advertising expenses for the fiscal years ended January 31, 2025, 2024 and 2023 were not significant. General and Administrative General and administrative expenses include personnel-related expenses and facilities-related costs primarily for its executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative costs are expensed as incurred. Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions and uses estimates in determining its provisions for income taxes. The Company accounts for income taxes under the asset and liability method. Deferred assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. The Company recognizes and measures uncertain tax positions in accordance with ASC 740, Income Taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. The global intangible low-taxed income (GILTI) provisions of the Tax Cut and Jobs Act impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporation. The Company elects to treat any potential GILTI inclusions as a period cost. Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which require compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified, using appropriate valuation techniques. The Company recognizes forfeitures as they occur. The grant date fair value of stock options granted is estimated using the Black-Scholes option pricing model. The Company records stock-based compensation expense for stock options on a straight-line basis over the requisite service period, which is generally four years . The fair value of Restricted Stock Units (“RSUs”) is the fair value of the underlying stock at the measurement date based on its quoted market price on the NYSE. For RSU awards that are subject only to a time-based service vesting requirement, the Company records stock-based compensation expense on a straight-line basis over the requisite service period, which is generally four years . For RSU awards that are subject to both time-based service and performance condition (including liquidity event) vesting requirements, no expense is recognized until it is probable that the vesting criteria would be met. Stock-based compensation expense for RSU awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model. 91 Pursuant to the Merger Agreement for the Business Combination, Former Planet equity holders, including Former Planet equity award holders, have the right to receive earn-out consideration (the “Earn-out Shares”). The Earn-out Shares may be earned in four equal tranches based on market condition vesting requirements (see Note 14). The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation, because service must be provided through each market condition vesting requirement. The fair value of the Earn-out Shares allocated to Former Planet equity award holders was determined upon the close of the Business Combination which is recognized as stock-based compensation expense over the requisite service period. Compensation expense for awards with market conditions is not reversed if the market condition is not met. The fair value of the Earn-out Shares was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. This valuation model requires inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the measurement date. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Earn-out Shares, which is five years from the closing of the Business Combination. The Company’s volatility was derived from several publicly traded peer companies. The Company had historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The requisite service period for each of the four vesting tranches for the Earnout Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate. Public and Private Placement Warrant Liabilities In connection with dMY IV’s initial public offering, which occurred on March 9, 2021, dMY IV issued 34,500,000 units, consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, at a price of $ 10.00 per unit (the “Public Warrants”). Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at a purchase price of $ 1.50 per warrant (the “Private Placement Warrants”). Additionally, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 2,966,667 of the Private Placement Warrants are subject to vesting conditions (the “Private Placement Vesting Warrants”). See Note 12 for further details relating to the Public Warrants and Private Placement Warrants. The Company evaluated the Public Warrants and Private Placement Warrants, which are warrants for Class A common stock, under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the warrants do not meet the conditions to be classified in equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. The Public Warrants are traded on the NYSE and are recorded at fair value using the closing price as of the measurement date. The fair value of the Private Placement Warrants (excluding the Private Placement Vesting Warrants) are estimated using the Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants are estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. These valuation models require inputs such as the fair value of the Company’s Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of the Company’s Class A common stock is the closing stock price on the NYSE as of the measurement date. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same 92 period as the expected term of the Private Placement Warrants, which is five years from the closing of the Business Combination. The Company had historically been a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Foreign Currency Transactions and Translation The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries has been determined to be either the U.S. dollar, Euro or Canadian dollar as the case may be. Revenue and expenses of the Company’s foreign subsidiaries, with a functional currency of either Euro or Canadian dollar, are translated into U.S. dollars using the monthly average exchange rates prevailing during the period. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Monetary assets and liabilities are subject to remeasurement at the exchange rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included within other income (expense), net in the consolidated statements of operations. Foreign currency gain (loss) was $( 0.1 ) million, $( 0.5 ) million and $( 0.5 ) million for the years ended January 31, 2025, 2024 and 2023, respectively. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. In evaluating operating segments, the Company considers: its internal organizational structure; the availability of separate financial information; and the criteria used by the Company’s CODM, its Chief Executive Officer, to evaluate performance. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. See Note 17, Segment and Geographic Information, for financial information for the Company’s reportable segment and long-lived assets by geographic region. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company had no participating securities outstanding during any of the periods presented. Basic net loss per share attributable to common stockholders is the same for Class A and Class B shares of common stock because they are entitled to the same liquidation and dividend rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For the fiscal years ended January 31, 2025, 2024 and 2023, all potentially dilutive securities were antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“Topic 280”): Improvements to Reportable Segment Disclosures , which requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker, among other new disclosure requirements. The Company adopted the new guidance effective February 1, 2024 and applied the disclosure requirements retrospectively to all prior periods presented in the financial statements. See Note 17, Segment and Geographic Information. The adoption of the new guidance did not have an impact on the Company’s consolidated financial results, statements of operations, or statements of cash flows. 93 Recent Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures, primarily through changes around the effective tax rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , to enhance specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03. The guidance is effective for annual beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluation the impact on its consolidated financial statements and related disclosures. (3) Revenue Deferred Revenue During the fiscal years ended January 31, 2025, 2024 and 2023, the Company recognized revenue of $ 68.8 million, $ 50.9 million and $ 63.2 million, respectively, that had been included in deferred revenue as of January 31, 2024, 2023, and 2022, respectively. Remaining Performance Obligations The Company often enters into multi-year imagery licensing arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $ 412.8 million as of January 31, 2025. The Company expects to recognize approximately 37 % of the remaining performance obligation over the next 12 months, approximately 70 % of the remaining obligation over the next 24 months, and the remainder thereafter. Remaining performance obligations do not include unexercised contract options, written orders where funding has not been appropriated and contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty. Costs to Obtain and Fulfill a Contract Commissions paid to the Company’s direct sales force are considered incremental costs of obtaining a contract with a customer. Accordingly, commissions are capitalized when incurred and amortized to sales and marketing expense over the period of benefit from the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term. During the fiscal years ended January 31, 2025, 2024 and 2023, the Company deferred $ 2.7 million, $ 1.8 million and $ 4.0 million of commission expenditures to be amortized in future periods. The Company’s amortization of commission expenditures was $ 2.9 million, $ 2.6 million and $ 1.9 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. As of January 31, 2025 and 2024, deferred commissions consisted of the following: January 31, (in thousands) 2025 2024 Deferred commission, current $ 1,982 $ 2,296 Deferred commission, non-current 1,721 1,578 Total deferred commission $ 3,703 $ 3,874 94 The current portion of deferred commissions are included in prepaid expenses and other current assets on the consolidated balance sheets. The non-current portion of deferred commissions are included in other non-current assets on the consolidated balance sheets. The following table disaggregates revenue by major geographic region: Year Ended January 31, (in thousands) 2025 2024 2023 United States $ 109,861 $ 98,720 $ 97,773 Rest of world 134,491 121,976 93,483 Total revenue $ 244,352 $ 220,696 $ 191,256 No single country other than the U.S. accounted for more than 10% of revenue for the fiscal years ended January 31, 2025, 2024, and 2023. (4) Fair Value of Financial Assets and Liabilities Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of January 31, 2025 and 2024 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. January 31, 2025 (in thousands) Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 29,054 $ — $ — Restricted cash equivalents: money market funds 10,350 — — Short-term investments: U.S. Treasury securities 13,095 — — Commercial paper — 4,290 — Corporate bonds — 84,528 — Certificates of deposit — 2,114 — Total assets $ 52,499 $ 90,932 $ — Liabilities Public Warrants $ 9,177 $ — $ — Private Placement Warrants — — 8,900 Contingent consideration for acquisitions — — 7,558 Total liabilities $ 9,177 $ — $ 16,458 95 January 31, 2024 (in thousands) Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 28,722 $ — $ — Restricted cash equivalents: money market funds 17,301 — — Short-term investments: U.S. Treasury securities 46,211 — — Commercial paper — 11,126 — Corporate bonds — 144,340 — U.S. government agency securities — 9,933 — Certificates of deposit — 3,431 Total assets $ 92,234 $ 168,830 $ — Liabilities Public Warrants $ 1,656 $ — $ — Private Placement Warrants — — 1,305 Contingent consideration for acquisitions — — 12,891 Total liabilities $ 1,656 $ — $ 14,196 The fair value of cash held in banks and accrued and other current liabilities approximate the stated carrying value due to the short time to maturity and are excluded from the tables above. Money Market Funds The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds during the fiscal years ended January 31, 2025, 2024, and 2023. Short-term Investments The fair value of the Company’s short-term investments classified within Level 1 are valued using quoted active market prices for the securities. The fair value of the Company’s short-term investments classified within Level 2 are valued using third-party pricing services. The pricing services utilize industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data. Public and Private Placement Warrants The Public Warrants are classified within Level 1 as they are publicly traded and had an observable market price in an active market. The Private Placement Warrants (excluding the Private Placement Vesting Warrants) were valued based on a Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility. The expected volatility input utilized for the fair value measurements of the Private Placement Warrants as of January 31, 2025 and 2024 was 80 % and 70 %, respectively. Contingent Consideration for Acquisitions The Company has recorded contingent consideration liabilities in connection with its acquisitions of Salo Sciences and Sinergise (see Note 5). The Company measures the fair value of the contingent consideration liabilities based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy. 96 The fair value of the contingent consideration liability for the Salo Sciences technical milestone payments is determined based on the present value of the probability-weighted payments for each of the two milestones. The significant unobservable inputs used in the fair value measurement are management’s estimate of the probability to achieve the technical milestone criteria and the discount rate. The Company determined that both of the technical milestone criteria were achieved during the fiscal year ended January 31, 2025. The fair value of the contingent consideration liability for the Salo Sciences customer contract earnout payments is determined using a Monte Carlo simulation. The fair value estimate involves a simulation of future customer contract cash collections during the four -year performance period, the probability of entering into contracts with the named customers and discounting the probability-weighed earnout payments to present value. The significant unobservable inputs used in the fair value measurement are management’s estimate of obtaining the customer contracts, including probabilities, timing and contract values, and management’s estimate of the discount rate. The fair value of the contingent consideration liability for the Sinergise customer consent escrow is determined based on the present value of the probability-weighted payments based on the likelihood of the customer consent being achieved. The significant unobservable input used in the fair value measurement is management’s estimate of the likelihood of the customer consent being achieved. During the fiscal year ended January 31, 2025, evidence of the Sinergise acquisition customer consent was received and the $ 7.5 million escrow balance was released to Sinergise. Level 3 Disclosures The following is a roll-forward of Level 3 liabilities measured at fair value for the fiscal years ended January 31, 2025 and 2024: (in thousands) Private Placement Warrants Technical Milestone Contingent Consideration* Customer Contract Earnout Contingent Consideration* Customer Consent Escrow Contingent Consideration* Fair value at end of year, January 31, 2023 $ 9,701 $ 4,433 $ 3,597 $ — Additions — — — 5,842 Payments — — ( 240 ) — Change in fair value ( 8,396 ) 681 ( 1,431 ) 9 Fair value at end of year, January 31, 2024 $ 1,305 $ 5,114 $ 1,926 $ 5,851 Additions — — — — Payments — — ( 1,270 ) ( 7,500 ) Change in fair value 7,595 866 922 1,649 Fair value at end of year, January 31, 2025 $ 8,900 $ 5,980 $ 1,578 $ — * The current portion of the contingent consideration liabilities balances of $ 4.7 million and $ 7.0 million as of January 31, 2025 and 2024, respectively, are included within accrued and other current liabilities. Changes in fair value of the contingent consideration liability for the Salo Sciences technical milestone payments are included within research and development expenses. Changes in fair value of the Salo Sciences contingent consideration liability for customer contract earnout payments are included within sales and marketing expenses. Changes in fair value of the contingent consideration liability for the Sinergise acquisition customer consent escrow payments are included within general and administrative expenses. Other The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of January 31, 2025 and 2024, there were no material non-financial assets recorded at fair value. 97 (5) Acquisitions Sinergise On March 26, 2023, the Company entered into an asset purchase agreement with Holding Sinergise d.o.o., a company existing under the laws of Slovenia (“Sinergise”), and its subsidiaries and certain shareholders of Sinergise, to acquire the cloud-based geo-spatial analysis products, platforms and solutions business from Sinergise. On August 4, 2023, the Company completed the acquisition. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . The acquisition date fair value of the consideration transferred was approximately $ 41.1 million, and consisted of the following: (in thousands) Fair Value Cash $ 8,610 Class A common stock issued 21,622 Liabilities for cash consideration placed in escrow account 10,842 Total $ 41,074 The common stock issued consisted of 6,745,438 shares of the Company’s Class A common stock. The fair value of the Class A common stock was determined based on the closing market price on the date of the acquisition. In April 2024, the Company paid $ 1.1 million of additional consideration in connection with the finalization of the net working capital adjustment relating to the Company’s acquisition of Sinergise. The additional amount was accounted for as a measurement period adjustment and resulted in a $ 1.1 million addition of goodwill during the fiscal year ended January 31, 2025. Pursuant to the terms of the asset purchase agreement, the Company placed $ 5.0 million of cash consideration into an escrow account to secure potential indemnification obligations and any customary post-closing adjustments for working capital and indebtedness (the “Indemnity Escrow”). The amount held in the escrow account is to be released to Sinergise upon the two-year anniversary of the acquisition close date. The Company recorded a liability of $ 5.0 million for the Indemnity Escrow. Pursuant to the terms of the asset purchase agreement, the Company placed an additional $ 7.5 million of cash consideration into an escrow account related to obtaining customer consent for a contract acquired in connection with the acquisition (the “Customer Consent Escrow”). The amount held in the escrow account is to be released to Sinergise upon the Company receiving evidence of the customer consent. If evidence of the customer consent is not received on or prior to the two year anniversary of the acquisition close date, the amount held in the Customer Consent Escrow is to be released to the Company. Additionally, the amount held in the Customer Consent Escrow is to be released to the Company if the customer contract is terminated or suspended on or prior to the two year anniversary of the acquisition close date. The Company determined that the customer consent contingency represents contingent consideration. The fair value of the contingent consideration liability as of the acquisition date was determined to be $ 5.8 million. Refer to Note 4 for information relating to the valuation of the Customer Consent Escrow contingent consideration. Cash held in escrow related to the acquisition is recorded within restricted cash and cash equivalents in the Company’s consolidated balance sheets. 98 The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition, after considering the measurement period adjustment described above: (in thousands) Fair Value Goodwill $ 25,037 Identifiable intangible assets acquired Developed technology 11,811 Customer relationships 2,208 Other 110 Accounts receivable 2,791 Other assets, current 652 Other assets, non-current 414 Total assets acquired $ 43,023 Deferred revenue, current ( 585 ) Accrued and other current liabilities ( 984 ) Other liabilities, current ( 213 ) Other liabilities, non-current ( 167 ) Total liabilities assumed $ ( 1,949 ) Net assets acquired $ 41,074 The identifiable intangible assets were measured at fair value. The developed technology was valued using the royalty method under the income approach. The customer relationships were valued using the excess earnings method under the income approach. The developed technology was assigned an estimated useful life of 8 years and the customer relationships were assigned an estimated useful life of 9 years. The excess of purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill. The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of Sinergise into the Company and the combination of Sinergise’s products and solutions with the Company’s existing products. Approximately $ 0.7 million of the goodwill is deductible for tax purposes. The financial results of Sinergise are included in the consolidated financial statements from the date of acquisition, which was August 4, 2023. For the period from August 4, 2023 through January 31, 2024, Sinergise contributed $ 5.7 million of revenue and an immaterial amount of income before taxes. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements. Acquisition-related costs associated with the transaction were $ 2.2 million and $ 0.9 million for the fiscal years ended January 31, 2024 and 2023, respectively. These costs were recorded within selling, general and administrative expenses. 99 Certain employees of Sinergise, which became employees of the Company, were paid cash transaction bonuses totaling $ 2.3 million in connection with the closing of the acquisition. The transaction bonuses were accounted for as a transaction separate from the business combination. Accordingly, $ 2.3 million of the consideration paid by the Company was allocated to the transaction bonuses and was recorded within the Company’s consolidated statements of operations as summarized in the table below: (in thousands) Year Ended January 31, 2024 Cost of revenue $ 267 Research and development 1,891 Sales and marketing 41 General and administrative 118 Total $ 2,317 Salo Sciences On January 3, 2023, the Company acquired all of the equity interest of Salo Sciences, Inc. (“Salo”), a climate technology company that provides solutions to measure Earth’s ecosystems. The acquisition allows the Company to further develop its offerings and enable customers to quantify carbon stocks globally, monitor forest change, and mitigate climate risks. The fair value of the consideration transferred on the acquisition date was $ 11.8 million, consisting of $ 3.8 million in cash, net of cash acquired and $ 8.0 million of liabilities recognized for contingent consideration arrangements. The following table summa rizes the fair value of the assets acquired and liabilities assumed at the date of acquisition: (in thousands) Fair Value Net Assets Acquired Goodwill $ 9,529 Identifiable intangible assets acquired Customer relationships 984 Developed technology 2,061 Accounts receivable 1,572 Deferred revenue (1) ( 1,567 ) Other net working capital acquired, net of cash acquired 25 Deferred tax liability ( 755 ) Total purchase consideration 11,849 (1) Deferred revenue represents contract liabilities assumed by the Company for contracts with customers acquired in the acquisition. The Company applied the guidance in ASC 606, Revenue from Contracts with Customers to recognize and measure the deferred revenue on the acquisition date. The identifiable intangible assets were measured at fair value. The developed technology was valued using the royalty method under the income approach. The customer relationships were valued using the excess earnings method under the income approach. These models primarily utilized Level 3 inputs, including estimated projections of revenues and expenses, estimated discount rates, and with respect to the developed technology, an estimated royalty rate. The customer relationships were assigned an estimated useful life of 5 years and the developed technology was assigned an estimated useful life of 7 years. 100 The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits resulting from the integration of Salo into the Company and the combination of Salo’s solutions with the Company’s existing products. The goodwill is not deductible for tax purposes. The financial results of Salo are included in the consolidated financial statements from the date of acqui sition. Acquisition-related costs associated with this transaction were not material. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements. The purchase agreement for the Salo acquisition includes two contingent consideration arrangements. One arrangement contingently obligates the Company to make payments based on the achievement of certain technical milestones relating to the integration of Salo. The other arrangement contingently obligates the Company to make earnout payments based on the amount of cash collected by the Company under certain of Salo’s existing and prospective customer contracts. The technical milestone payments consist of two equal milestone payments for aggregate payments of up to $ 6.5 million. The first milestone payment becomes payable if certain technical milestones are achieved within the first two years following the closing of the acquisition and the second milestone payment becomes payable if certain additional technical milestones are achieved within the first four years following the closing of the acquisition. Each of the payments becomes payable following the end of respective performance periods. The customer contract earnout payments are paid on the basis of 80 % of cash collected by the Company under certain of Salo’s existing and prospective customer contracts during the first four years following the closing of the acquisition with such payments made on quarterly basis following collections under the customer contracts. The maximum amount payable for the earnout payments is $ 10.4 million. The aggregate fair value of the contingent consideration liabilities on the acquisition date was determined to be $ 8.0 million, consisting of $ 4.4 million for the technical milestone payments and $ 3.6 million for the customer contract earnout payments. The Company will continue to measure the contingent consideration liabilities at fair value each reporting period until the earlier of when the full amounts have been paid or the measurement period for each of the arrangements has ended. See Note 4 for details of the fair value measurement for the contingent consideration liabilities. (6) Balance Sheet Components Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase. The Company had restricted cash and cash equivalents balances of $ 11.9 million and $ 18.3 million as of January 31, 2025 and 2024, respectively. The restricted cash and cash equivalents balances as of January 31, 2025 primarily consisted of $ 5.0 million of consideration placed in escrow in connection with the Sinergise acquisition and $ 4.0 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases. The restricted cash and cash equivalents balances as of January 31, 2024 primarily consisted of $ 12.5 million of consideration placed in escrow in connection with the Sinergise acquisition and $ 4.0 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases. A reconciliation of the Company’s cash and cash equivalents, and restricted cash and cash equivalents in the consolidated balance sheets to total cash and cash equivalents, and restricted cash and cash equivalents in the consolidated statements of cash flows as of January 31, 2025 and 2024 is as follows: January 31, (in thousands) 2025 2024 Cash and cash equivalents $ 118,048 $ 83,866 Restricted cash and cash equivalents, current 6,598 8,360 Restricted cash and cash equivalents, non-current 5,348 9,972 Total cash, cash equivalents, and restricted cash and cash equivalents $ 129,994 $ 102,198 101 Short-term Investments Short-term investments consisted of the following as of January 31, 2025 and 2024: January 31, 2025 Gross Unrealized (in thousands) Cost or Amortized Cost Gains Losses Fair Value U.S. Treasury securities $ 13,154 $ — $ ( 58 ) $ 13,096 Commercial paper 4,285 4 — 4,289 Corporate bonds 84,336 208 ( 16 ) 84,528 Certificates of deposit 2,111 3 — 2,114 Total short-term investments $ 103,886 $ 215 $ ( 74 ) $ 104,027 January 31, 2024 Gross Unrealized (in thousands) Cost or Amortized Cost Gains Losses Fair Value U.S. Treasury securities $ 46,185 $ 118 $ ( 92 ) $ 46,211 Commercial paper 11,126 — — 11,126 Corporate bonds 144,119 376 ( 155 ) 144,340 U.S. government agency securities 9,928 17 ( 13 ) 9,932 Certificates of deposit 3,432 — — 3,432 Total short-term investments $ 214,790 $ 511 $ ( 260 ) $ 215,041 The following table summarizes the contracted maturities of the Company’s short-term investments as of January 31, 2025 and 2024: January 31, 2025 January 31, 2024 (in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due in 1 year or less $ 60,974 $ 61,174 $ 148,396 $ 148,296 Due in 1-2 years 42,912 42,853 66,394 66,745 $ 103,886 $ 104,027 $ 214,790 $ 215,041 102 Property and Equipment, Net Property and equipment, net consists of the following: January 31, (in thousands) 2025 2024 Satellites $ 244,105 $ 300,203 Satellites in process and not placed into service 65,451 32,468 Leasehold improvements 17,271 17,089 Ground stations and ground station equipment 21,270 19,098 Office furniture, equipment and fixtures 10,828 8,044 Computer equipment and purchased software 9,663 9,446 Total property and equipment, gross 368,588 386,348 Less: Accumulated depreciation ( 246,839 ) ( 272,919 ) Total property and equipment, net $ 121,749 $ 113,429 Property and equipment, net as of January 31, 2025 included $ 2.8 million of satellite manufacturing costs that were previously classified as prepaid expenses and other current assets as of January 31, 2024. Property and equipment, net as of January 31, 2024 included $ 7.4 million of satellite manufacturing costs that were previously classified as prepaid expenses and other current assets as of January 31, 2023. Total depreciation expense for the fiscal years ended January 31, 2025, 2024, and 2023 was $ 37.4 million, $ 41.2 million and $ 38.0 million, respectively, of which $ 34.0 million, $ 38.6 million and $ 34.7 million, respectively, was depreciation expense specific to satellites. Capitalized Internal-Use Software Development Costs Capitalized internal-use software costs, net of accumulated amortization consists of the following: January 31, (in thousands) 2025 2024 Capitalized internal-use software $ 51,526 $ 45,010 Less: Accumulated amortization ( 32,552 ) ( 30,037 ) Capitalized internal-use software, net $ 18,974 $ 14,973 Amortization expense for capitalized internal-use software for the fiscal years ended January 31, 2025, 2024 and 2023 was $ 2.5 million, $ 1.9 million and $ 2.4 million, respectively. Estimated future amortization expense of capitalized internal-use software at January 31, 2025, is as follows: (in thousands) 2026 $ 4,598 2027 4,491 2028 4,023 2029 3,496 2030 1,887 Thereafter 479 Total estimated future amortization expense for capitalized internal-use software $ 18,974 103 Goodwill and Intangible Assets Goodwill and Intangible assets consists of the following: January 31, 2025 January 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Developed technology $ 30,429 $ ( 13,790 ) $ ( 634 ) $ 16,005 $ 30,429 $ ( 11,085 ) $ ( 220 ) $ 19,124 Image library 19,978 ( 13,397 ) 497 7,078 19,324 ( 11,852 ) 218 7,690 Customer relationships 7,143 ( 4,286 ) ( 147 ) 2,710 7,143 ( 3,715 ) ( 42 ) 3,386 Trade names and other 6,389 ( 4,759 ) 29 1,659 6,089 ( 3,877 ) 36 2,248 Total intangible assets $ 63,939 $ ( 36,232 ) $ ( 255 ) $ 27,452 $ 62,985 $ ( 30,529 ) $ ( 8 ) $ 32,448 Goodwill $ 135,981 $ — $ 368 $ 136,349 $ 134,914 $ — $ 1,342 $ 136,256 No impairment charges were recognized related to intangible assets (including goodwill) in the fiscal years ended January 31, 2025, 2024 and 2023. Amortization expense for intangible assets for the fiscal years ended January 31, 2025, 2024 and 2023 was $ 5.8 million, $ 4.6 million and $ 2.9 million, respectively. Estimated future amortization expense of intangible assets at January 31, 2025, is as follows: (in thousands) 2026 $ 5,524 2027 4,966 2028 4,548 2029 4,213 2030 3,859 Thereafter 4,342 Total estimated future amortization expense of intangible assets $ 27,452 The change in the carrying amount of goodwill during the years ended January 31, 2025 and 2024 is as follows: January 31, (in thousands) 2025 2024 Beginning of period $ 136,256 $ 112,748 Addition 1,068 23,969 Currency translation adjustment ( 975 ) ( 461 ) End of period $ 136,349 $ 136,256 In April 2024, the Company paid $ 1.1 million of additional consideration in connection with the finalization of the net working capital adjustment relating to the Company’s acquisition of Sinergise. The additional amount was accounted for as a measurement period adjustment and resulted in a $ 1.1 million addition of goodwill during the fiscal year ended January 31, 2025. 104 Accrued and Other Current Liabilities Accrued liabilities and other current liabilities consist of the following: January 31, (in thousands) 2025 2024 Deferred R&D service liability (see Note 9) $ 4,723 $ 9,923 Payroll and related expenses 8,059 6,859 Deferred hosting costs 5,190 5,007 Withholding taxes and other taxes payable 2,792 3,152 Contingent consideration 4,675 7,006 Escrow liability 5,000 — Severance and other employee termination costs 250 23 Other accruals 11,911 12,809 Total accrued and other current liabilities $ 42,600 $ 44,779 (7) Restructuring 2024 Headcount Reduction In June 2024, the Company announced a plan to reduce its global headcount by approximately 17 % of the Company’s total number of employees prior to the reduction (the “2024 headcount reduction”). This action was taken consistent with the Company’s ongoing focus on aligning its resources to the market opportunity, improving operational efficiency, and supporting the long-term growth of the business. As a result of the 2024 headcount reduction, the Company recognized costs for one-time employee termination benefits consisting of severance and other employee-related costs. The Company also recognized a stock-based compensation benefit primarily related to the reversal of previously recognized stock-based compensation expenses for unvested stock awards. A summary of the restructuring charges recognized during the fiscal year ended January 31, 2025 is provided in the tables below: (in thousands) Severance and Other Employee Costs Stock-Based Compensation Total Cost of revenue $ 1,322 $ ( 176 ) $ 1,146 Research and development 3,461 ( 427 ) 3,034 Sales and marketing 4,506 ( 721 ) 3,785 General and administrative 1,285 ( 71 ) 1,214 Total restructuring charges $ 10,574 $ ( 1,395 ) $ 9,179 The following table summarizes the Company’s liability recognized in connection with the 2024 headcount reduction, which is recorded within accrued and other current liabilities in the consolidated balance sheets: (in thousands) Balance as of January 31, 2024 $ — Severance and other employee costs 10,574 Cash payments ( 10,324 ) Balance as of January 31, 2025 $ 250 The 2024 headcount reduction, including cash payments, was substantially complete as of January 31, 2025. 105 2023 Headcount Reduction In August 2023, the Company announced a plan to reduce its global headcount by approximately 10 % of the Company’s total number of employees prior to the reduction (the “2023 headcount reduction”). This action was taken to increase the Company’s focus on its high priority growth opportunities and operational efficiency. As a result of the 2023 headcount reduction, the Company recognized costs for one-time employee termination benefits consisting of severance and other employee-related costs. The Company also recognized a stock-based compensation benefit primarily related to the reversal of previously recognized stock-based compensation expenses for unvested stock awards. A summary of the restructuring charges recognized during the fiscal year ended January 31, 2024 is provided in the table below: (in thousands) Severance and Other Employee Costs Stock-Based Compensation Total Cost of revenue $ 564 $ ( 62 ) $ 502 Research and development 3,306 ( 398 ) 2,908 Sales and marketing 1,943 ( 815 ) 1,128 General and administrative 1,563 ( 253 ) 1,310 Total restructuring charges $ 7,376 $ ( 1,528 ) $ 5,848 There were no restructuring charges recognized during the fiscal year ended January 31, 2025 related to the 2023 headcount reduction. The 2023 headcount reduction, including cash payments, was complete as of January 31, 2025. (8) Leases Operating lease costs were $ 9.6 million, $ 8.4 million, and $ 6.6 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively. Variable lease expenses, short-term lease expenses and sublease income were immaterial for the fiscal years ended January 31, 2025, 2024, and 2023. Operating cash flows from operating leases were $ 10.2 million, $ 7.4 million, and $ 7.9 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively. Right of use assets obtained in exchange for operating lease liabilities were $ 5.4 million, $ 8.5 million, and $ 17.8 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively. Maturities of operating lease liabilities as of January 31, 2025 were as follows: (in thousands) Fiscal Year 2026 $ 10,435 2027 7,288 2028 3,141 2029 2,055 2030 841 Thereafter 250 Total lease payments $ 24,010 Less: Imputed interest ( 2,397 ) Total lease liabilities $ 21,613 Weighted average remaining lease term (years) 2.9 Weighted average discount rate 7.9 % As of January 31, 2025, the Company had additional leases for ground station service agreements that had not yet commenced totaling $ 2.8 million and therefore are not reflected on the consolidated balance sheets and the table above. These leases are expected to commence in the fiscal year ending January 31, 2026 with lease terms of 5.0 years. 106 (9) Research and Development Arrangements Research and Development Services Agreement In December 2020, the Company entered into a development services agreement whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “ R&D Services Agreement ”). The R&D Services Agreement, including subsequent amendments to such agreement, provides for funding of $ 46.4 million to be paid to the Company as specified milestones are achieved. The R&D Services Agreement is unrelated to the Company’s ordinary business activities. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC 730-20, Research and Development . As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined the total transaction price is recognized over the agreement term as a reduction of research and development expenses based on a cost incurred method. During the fiscal years ended January 31, 2025, 2024, and 2023, the Company recognized $ 9.2 million, $ 16.6 million and $ 15.6 million of funding, respectively, and incurred $ 7.0 million, $ 17.6 million and $ 15.6 million of research and development expenses, respectively, in connection with the R&D Services Agreement. As of January 31, 2025 and 2024, the Company had received a total of $ 46.4 million and $ 45.8 million, respectively, of funding under the R&D Services Agreement. In January 2025, projected costs related to the R&D Services Agreement were revised down as a result of the substantial completion of the development work required. This change in estimate resulted in a $ 1.5 million cumulative increase of funding recognized for the fiscal year ended January 31, 2025. NASA Communication Services Project In connection with its Communication Services Project (“CSP”), the National Aeronautics and Space Administration (“NASA”) selected certain satellite communications providers that NASA will fund to develop and demonstrate near-Earth space communication services that may support future NASA missions using commercial technology. In June 2022 and August 2022, the Company entered into separate agreements with two of the satellite communications providers selected by NASA whereby the Company agreed to participate in the NASA CSP as a subcontractor. The agreements provide for the Company to receive aggregate funding of $ 40.5 million to be paid as milestones are completed. The Company determined that the agreements are in the scope of ASC 912-730, Contractors –Federal Government – Research and Development (“ASC 912-730”). In accordance with ASC 912-730, funding is recognized over the term of each agreement as a reduction of research and development expenses based on a cost incurred method. During the fiscal years ended January 31, 2025, 2024, and 2023, the Company recognized $ 9.9 million, $ 11.9 million, and $ 3.0 million of funding, respectively, and incurred $ 9.9 million, $ 11.2 million, and $ 3.8 million of research and development expenses, respectively, in connection with the NASA CSP. As of January 31, 2025 and 2024, the Company had received a total of $ 28.7 million and $ 13.9 million, respectively, of funding in connection with the NASA CSP. In July 2023, projected costs related to certain of our research and development arrangements were revised down as a result of operational decisions. This change in estimate resulted in a $ 2.2 million cumulative increase of funding recognized for certain of our research and development arrangements for the fiscal year ended January 31, 2024. 107 (10) Commitments and Contingencies Hosting Service Agreement The Company has minimum purchase commitments for hosting services from Google through January 31, 2028 (see Note 13). Future minimum purchase commitments under the non-cancelable hosting service agreement with Google as of January 31, 2025 is as follows: (in thousands) 2026 $ 29,709 2027 32,725 2028 33,427 Total purchase commitments $ 95,861 Legal Proceedings Delaware Class Action A stockholder class action was filed in the Court of Chancery of the State of Delaware on August 19, 2024, against the former officers and directors of dMY IV and the Company. The complaint alleges that the individual defendants breached various fiduciary duties to the dMY IV stockholders and that the Company aided and abetted such breaches. The case is brought on behalf of a purported class of holders of dMY IV Class A Common Stock who held such stock prior to the redemption deadline for the Business Combination, did not exercise the right to redeem their shares, and were allegedly injured. Defendants filed a motion to dismiss the complaint on November 12, 2024. On January 5, 2025, the court granted the motion in part and dismissed all claims against the Company. The claims against the former officers and directors remain pending and, pursuant to the Merger Agreement, the Company remains obligated to indemnify the former officers and directors for such claims. For many legal matters, particularly those in early stages, the Company cannot reasonably estimate the possible loss (or range of loss), if any. The Company records an accrual for legal matters at the time or times it determines that a loss is both probable and reasonably estimable. Regarding matters for which no accrual has been made (including the potential for losses in excess of amounts accrued), the Company currently believes, based on its own investigations, that any losses (or ranges of losses) that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows. However, the ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims. Contingencies The Company may have certain contingent liabilities that arise in the ordinary course of business activities including those arising from disputes and claims and events arising from revenue contracts entered into by the Company. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. 108 The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. To date, we have not incurred any material costs, and have not accrued any liabilities in the consolidated financial statements as a result of these provisions. (11) Stockholders’ Equity Class A Common Stock Voting Rights Holders of Class A common stock are entitled to cast one vote per share of Class A common stock. Generally, holders of the Class A common stock, Class B common stock and Class C common stock vote together as a single class, and an action is approved by Planet stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a plurality of the votes cast. Holders of Class A common stock are not entitled to cumulate their votes in the election of directors. Dividend Rights Holders of Class A common stock will share ratably (based on the number of shares of Class A common stock held) if and when any dividend is declared by the Company’s board of directors out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class A common stock with respect to the payment of dividends. Other Matters Holders of shares of the Company’s Class A common stock do not have subscription, redemption or conversion rights. The consolidated statement of stockholders’ equity for the fiscal year ended January 31, 2024 includes 2,148,543 shares of the Company’s Class A common stock in “Other” to reflect legally outstanding shares issued in prior periods which are not considered outstanding for accounting purposes until vesting conditions are met. The amount is comprised of 1,286,043 and 862,500 shares of the Company's Class A common stock related to early exercised stock options (see Note 14) and dMY Sponsor Earn-out Shares (see Note 14), respectively. The impact of this share activity is not material to the fiscal year ended January 31, 2024 or prior periods. Class B Common Stock Voting Rights The shares of Class B common stock have the same economic terms as the shares of Class A common stock including with respect to dividends and in the event of the Company’s liquidation, dissolution or winding up, but the shares of Class B common stock have 20 votes per share. 109 Conversion to Class A Common Stock Each share of Class B common stock will convert to our Class A common stock on a one -for-one basis at the option of the holder thereof at any time upon written election of such holder. Shares of Class B common stock will also convert to the Company’s Class A common stock on a one -for-one basis on the earlier of (a) the occurrence of a transfer (subject to certain exceptions) of such shares other than a transfer to a Qualified Stockholder, (b) the Sunset Date, and (c) the date of the death or mental incapacity of the Planet Founder who initially held such shares of Class B common stock. A “ Qualified Stockholder ” refers to (a) William Marshall and Robert Schingler, Jr. (each, a “ Planet Founder ”); (b) any other registered holder of a share of Class B common stock immediately following the filing of the Charter that would be a transferee of shares of Class B common stock received in certain transfers permitted by the terms of the Charter; (c) certain trusts, individual retirement accounts, entities or foundations of a Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of Class B common stock; or (d) a permitted transferee of Class B common stock (in accordance with the terms of the Charter). The “ Sunset Date ” refers to the earlier of (a) the 10-year anniversary of the closing of the Business Combination or (b) solely with respect to a Planet Founder, the date that is six months after such Planet Founder is no longer providing services to the Company as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role with the Company (or, immediately at such time as such Planet Founder is no longer providing any services to the Company as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role with the Company as a result of a termination for cause). Class C Common Stock The shares of Class C common stock have substantially the same rights as Class A common stock including with respect to dividends and in the event of the Company’s liquidation, dissolution or winding up, except they do not have any voting rights. Preferred Stock The Company’s board of directors is authorized to issue shares of preferred stock from time to time in one or more series, each such series to have such terms as stated or expressed in the resolution or resolutions providing for the creation and issuance of such series. As of January 31, 2025 and 2024, the Company had no preferred stock issued or outstanding. (12) Public and Private Placement Warrants Public and Private Placement Warrants As of January 31, 2025 and 2024, the Company had 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants, including 2,966,667 Private Placement Vesting Warrants, outstanding. The Public Warrants entitle the holder thereof to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment. The Public Warrants may be exercised only for a whole number of shares of Class A common stock, and expire on December 7, 2026, or earlier upon redemption or liquidation. No fractional shares will be issued upon exercise of the warrants. The Public Warrants are listed on the NYSE under the symbol “PL WS.” The Public Warrants became exercisable on March 9, 2022; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). Redemptions of Public Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $ 18.00 The Company may call the Public Warrants redemption for cash: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and 110 • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 ‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day redemption period. Redemptions of Public Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $ 10.00 The Company may redeem the Public Warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Company’s Class A common stock; and • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of the 5,933,333 Private Placement Warrants to dMY Sponsor IV, LLC (the “ dMY Sponsor ”) at a purchase price of $ 1.50 per warrant. Each Private Placement Warrant is exercisable for one share of Class A common stock at $ 11.50 per share. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, including the Class A common stock issuable upon exercise, are not transferable, assignable or salable until 30 days after the closing of the Business Combination (except in limited circumstances) and are not redeemable by the Company so long as they are held by the dMY Sponsor or its permitted transferees. Additionally, the dMY Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the dMY Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Additionally, the 2,966,667 Private Placement Vesting Warrants vest in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 , over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 . Any right to Private Placement Vesting Warrants that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. Warrants to Purchase Class A Common Stock In addition to the Public and Private Placement Warrants, there were 1,065,594 warrants to purchase shares of Class A common stock with a weighted average exercise price of $ 9.38 which were outstanding and exercisable as of January 31, 2025 and January 31, 2024. As of January 31, 2025, the outstanding warrants have a weighted average remaining term of 5.2 years. 111 (13) Related Party Transactions As of January 31, 2025 and 2024, Google held 31,942,641 shares of the Company’s Class A common stock, and, as such, owned greater than 10 % of outstanding shares of the Company’s Class A common stock. In April 2017, the Company and Google entered into a five year content license agreement pursuant to which the Company licensed content to Google. In April 2022, the agreement automatically renewed for a period of one year and in April 2023, the agreement expired. The deferred revenue balance associated with the content license agreement was immaterial as of January 31, 2024. For the fiscal years ended January 31, 2024 and 2023, the Company recognized revenue of $ 0.3 million and $ 11.9 million, respectively, related to the content license agreement. In July 2023, the Company and Google entered into a one year content license agreement pursuant to which the Company agreed to license content to Google and provide certain of its products and services in exchange for a $ 1.0 million fee. The agreement does not include extension or renewal terms. In August 2024, the content license agreement was amended to extend the term until November 2024 in exchange for a $ 0.3 million fee. For the fiscal years ended January 31, 2025 and 2024, the Company recognized revenue of $ 0.3 million and $ 1.0 million, respectively, related to the content license agreement. The Company purchases hosting and other services from Google, of which $ 10.6 million and $ 12.1 million is deferred as of January 31, 2025 and 2024, respectively. The Company recorded $ 26.6 million of expense during the fiscal year ended January 31, 2025 relating to hosting and other services provided by Google, of which $ 23.9 million was classified as cost of revenue and $ 2.7 million was classified as research and development. The Company recorded $ 28.7 million of expense during the fiscal year ended January 31, 2024 relating to hosting and other services provided by Google, of which $ 25.8 million was classified as cost of revenue and $ 2.9 million was classified as research and development. The Company recorded $ 23.9 million of expense during the fiscal year ended January 31, 2023 relating to hosting and other services provided by Google, of which $ 21.5 million was classified as cost of revenue and $ 2.4 million was classified as research and development. As of January 31, 2025 and 2024, the Company’s accrued and other current liabilities balance included $ 2.4 million and $ 2.5 million related to hosting and other services provided by Google, respectively. On June 28, 2021, the Company amended the terms of its hosting agreement with Google. The amendment, among other things, increased the aggregate purchase commitments to $ 193.0 million. The amended agreement commenced on August 1, 2021 and extends through January 31, 2028. See Note 10 for future Google hosting purchase commitments, including the amended commitments, as of January 31, 2025. (14) Stock-based Compensation Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan Prior to the Business Combination, the Company issued equity awards under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (the “ Legacy Incentive Plan ”). The Legacy Incentive Plan provided for the granting of stock options and restricted stock units (“ RSUs” ) to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities. Options granted under the Legacy Incentive Plan may be either incentive stock options (“ ISOs ”) or nonqualified stock options (“ NSOs ”). ISOs may be granted only to employees of the Company or any of its parent or subsidiaries, including officers and directors who are also such employees. NSOs may be granted to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities. Options under the Legacy Incentive Plan have a contractual life for periods of up to ten years (or five years if an incentive stock option is granted to a person who on grant date owns Company stock representing more than 10% of the voting power of all classes of stock of the Company or any of its parent or subsidiaries). Options granted generally vest over four years . The Legacy Incentive Plan was terminated in connection with the completion of the Business Combination. No further awards will be granted under the Legacy Incentive Plan. Planet Labs PBC 2021 Incentive Award Plan In connection with the Business Combination, the Company adopted the Planet Labs PBC 2021 Incentive Award Plan (the “ Incentive Plan ”). Awards may be granted under the Incentive Plan to employees and consultants of the Company or any of its parent or subsidiaries and members of the Company’s board of directors; however, ISOs may only be granted to employees of the Company or any of its parent or subsidiaries. The Incentive Plan allows for the 112 grant of awards in the form of: (i) ISOs; (ii) NSOs; (iii) stock appreciation rights (“ SARs ”); (iv) restricted stock; (v) RSUs; (vi) dividend equivalents; and (vii) other stock or cash-based awards. The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under the Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following the effectiveness of the Incentive Plan, became or become (as applicable) unused and reacquired in connection with the award expiring, lapsing, terminating, or, being paid out in cash, surrendered, repurchased, cancelled, forfeited, or applied toward the payment of the exercise price or tax withholding obligations under the award, and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031, of a number of shares equal to 5 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors). The maximum number of shares of Class A common stock that may be issued pursuant to ISOs granted under the Incentive Plan is 56,963,788 shares. Stock-Based Compensation The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows: Year Ended January 31, (in thousands) 2025 2024 2023 Cost of revenue $ 4,028 $ 3,909 $ 5,119 Research and development 18,403 25,889 33,354 Sales and marketing 8,736 10,220 13,729 General and administrative 19,657 19,458 24,671 Total expense 50,824 59,476 76,873 Capitalized to internal-use software development costs and property and equipment ( 2,339 ) ( 2,344 ) ( 1,329 ) Total stock-based compensation expense $ 48,485 $ 57,132 $ 75,544 Stock Options A summary of stock option activity is as follows: Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value (in thousands) Balances at January 31, 2022 41,907,551 $ 4.63 6.7 Exercised ( 6,449,365 ) 2.28 Forfeited ( 1,736,412 ) 4.75 Balances at January 31, 2023 33,721,774 5.08 6.3 Exercised ( 3,133,394 ) 2.36 Forfeited ( 3,631,427 ) 5.48 Balances at January 31, 2024 26,956,953 5.34 5.7 Exercised ( 1,956,382 ) 2.95 Forfeited ( 1,845,481 ) 5.99 Balances at January 31, 2025 23,155,090 $ 5.49 4.9 $ 37,916 Vested and exercisable at January 31, 2025 22,097,944 $ 5.29 4.8 $ 37,902 The intrinsic value of options exercised during the fiscal years ended January 31, 2025, 2024 and 2023 was $ 2.7 million, $ 4.1 million and $ 20.7 million, respectively. 113 A summary of options outstanding and exercisable by price at January 31, 2025 are as follows: Options Outstanding Options Exercisable Weighted Average Exercise Price Number of Options Weighted Average Remaining Contractual Life (in Years) Number of Options Weighted Average Remaining Contractual Life (in Years) $ 1.81 418,680 0.2 418,680 0.2 $ 2.03 547,350 0.7 547,350 0.7 $ 2.33 961,812 1.3 961,812 1.3 $ 3.42 91,573 2.0 91,573 2.0 $ 3.69 1,152,921 2.4 1,152,921 2.4 $ 3.82 402,618 1.8 402,618 1.8 $ 3.92 4,128,918 4.4 4,128,918 4.4 $ 4.04 8,045,398 5.2 8,045,398 5.2 $ 5.25 882,386 6.1 866,199 6.1 $ 9.75 6,523,434 6.4 5,482,475 6.4 23,155,090 22,097,944 As of January 31, 2025, total unrecognized compensation cost related to stock options was $ 4.6 million. These costs are expected to be recognized over a weighted average remaining period of approximately 1.0 year. Restricted Stock Units A summary of RSU activity is as follows: Number of RSUs Weighted Average Grant Date Fair Value Balances at January 31, 2022 5,439,736 $ 9.42 Vested ( 3,267,382 ) 7.08 Granted 16,242,372 4.96 Forfeited ( 1,442,125 ) 5.97 Balances at January 31, 2023 16,972,601 $ 5.90 Vested ( 8,238,335 ) 5.33 Granted 22,941,871 3.79 Forfeited ( 4,957,371 ) 4.91 Balances at January 31, 2024 26,718,766 $ 4.45 Vested ( 12,841,811 ) 3.92 Granted 27,021,313 2.37 Forfeited ( 8,289,041 ) 3.66 Balances at January 31, 2025 32,609,227 $ 3.14 RSUs generally vest over four years , subject to the recipient’s continued service through each applicable vesting date. Stock-based compensation expense recognized for RSUs during the fiscal years ended January 31, 2025, 2024 and 2023 was $ 40.8 million, $ 39.2 million and $ 33.7 million, respectively. As of January 31, 2025, total unrecognized compensation cost related to RSUs was $ 88.4 million. These costs are expected to be recognized over a weighted average remaining period of approximately 2.6 years. 114 Performance Vesting Restricted Stock Units During the fiscal year ended January 31, 2025, the Company granted 348,222 performance vesting restricted stock units (“PSUs”) to certain members of the Company’s senior management. A portion of the PSUs are subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the first half of the fiscal year ended January 31, 2025 and the remaining portion is subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the entire fiscal year ended January 31, 2025. Vesting is also subject to continued service through the applicable vesting dates, and the actual number of PSUs that may vest ranges from 0 % to 125 % of the PSUs granted based on achievement of the targets. Stock-based compensation expense recognized for PSUs during the fiscal years ended January 31, 2025 and 2024 was $ 1.0 million and $ 0.9 million, respectively. As of January 31, 2025, total unrecognized compensation cost related to PSUs was $ 0.1 million, which is expected to be recognized over a period of approximately 0.2 years. Employee Stock Purchase Program Beginning in April 2024, the Company's eligible employees were able to begin participating in the Company's Employee Stock Purchase Program (“ESPP”). The ESPP allows eligible participants to contribute up to 10 % of their eligible compensation towards the purchase of Class A common stock at a discounted price, subject to certain limitations. The purchase price of the shares on each purchase date is equal to 85 % of the lower of the fair market value of Class A common stock on the first and last trading days of each offering period. The offerings under the ESPP are currently designed to be intended to qualify under Section 423 of the Internal Revenue Code. The Company estimates the fair value of each purchase right under the ESPP on the date of grant using the Black-Scholes valuation model and uses the straight-line attribution approach to record the expense over the six-month offering period. Stock-based compensation expense recognized related to ESPP during the fiscal year ended January 31, 2025 was $ 0.7 million. As of January 31, 2025, total unrecognized compensation cost related to ESPP was $ 0.2 million. These costs are expected to be recognized over a period of approximately 0.2 years. Early Exercises of Stock Options The Legacy Incentive Plan provided for the early exercise of stock options for certain individuals as determined by the Company’s board of directors. Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase within ninety days of an individual’s termination for any reason, any unvested shares of such individual for a repurchase price equal to the lesser of the then-current fair market value of a share and the amount previously paid by the individual for such unvested shares. During the fiscal year ended January 31, 2022, the Company issued 1,838,207 shares of Class A common stock upon the early exercise of unvested stock options. As of January 31, 2025, the Company had a $ 5.4 million liability recorded for the early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 551,460 . Earn-out Shares Pursuant to the Merger Agreement, Former Planet equity award holders will have the right to receive up to 5,540,990 shares that are contingently issuable in shares of Class A common stock. The Earn-out Shares may be earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 , over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $ 15.00 , $ 17.00 , $ 19.00 and $ 21.00 . Any right to Earn-out Shares that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation because service must be provided through each contingent vesting condition described above. The fair value of the Earn-out Shares allocated to Former Planet equity award holders of $ 45.3 million was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. 115 Compensation expense for awards with market conditions is recognized over the requisite service period and is not reversed if the market condition is not met. The requite service period for each of the four vesting tranches for the Earn-out Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate. During the fiscal years ended January 31, 2025, 2024 and 2023, there were 686,257 , 704,407 and 1,228,138 Earn-out Shares that were forfeited, respectively. No Earn-out shares vested during the fiscal years ended January 31, 2025, 2024 and 2023. As of January 31, 2025 and 2024, there were 2,922,188 and 3,608,445 Earn-out Shares outstanding relating to Former Planet equity award holders, respectively. During the fiscal years ended January 31, 2024 and 2023, the Company recognized $ 4.2 million and $ 24.5 million of stock-based compensation expense related to the Earn-out Shares, respectively. As of January 31, 2024, there was no remaining unrecognized compensation cost related to the Earn-out Shares. Other Stock-based Compensation In connection with the acquisition of VanderSat B.V. (“VanderSat”) on December 13, 2021, t he Company issued 543,391 shares of Class A common stock to an employee and former owner of VanderSat which are accounted for as stock-based compensation because the shares were subject to forfeiture based on post-acquisition time-based service vesting. The shares vested in quarterly increments over two years commencing on December 13, 2021. The fair value was determined to be $ 9.47 per share based on the quoted closing price of the Company’s Class A common stock on the date of the acquisition. During the fiscal years ended January 31, 2024 and 2023, the Company recognized $ 2.2 million and $ 2.6 million of stock-based compensation expense related to these shares, respectively. (15) Income Taxes The components of the loss before income taxes are as follows: Year Ended January 31, (in thousands) 2025 2024 2023 Domestic $ ( 123,996 ) $ ( 146,582 ) $ ( 163,575 ) Foreign 3,260 6,888 2,456 Total loss before income taxes $ ( 120,736 ) $ ( 139,694 ) $ ( 161,119 ) The provision for (benefit from) income taxes consists of the following: Year Ended January 31, (in thousands) 2025 2024 2023 Current Federal $ — $ — $ — State 54 36 45 Foreign 2,308 631 1,258 Total current tax provision 2,362 667 1,303 Deferred Federal ( 642 ) 57 ( 583 ) State 715 77 ( 90 ) Foreign 25 14 217 Total deferred tax benefit 98 148 ( 456 ) Income tax provision $ 2,460 $ 815 $ 847 116 A reconciliation between the U.S. federal statutory income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows: Year Ended January 31, 2025 2024 2023 Provision computed at federal statutory rate 21.0 % 21.0 % 21.0 % States taxes, net of federal benefit 3.1 % 3.9 % 3.7 % Foreign rate differential ( 2.2 ) % 0.1 % ( 0.4 ) % Revaluation gain/loss ( 3.2 ) % 2.1 % 0.9 % Stock-based compensation ( 4.2 ) % ( 4.7 ) % ( 0.8 ) % Tax credits 4.9 % 4.3 % 2.8 % Change in valuation allowance ( 21.0 ) % ( 26.3 ) % ( 27.3 ) % Other ( 0.4 ) % ( 1.0 ) % ( 0.4 ) % Effective tax rate ( 2.0 ) % ( 0.6 ) % ( 0.5 ) % The components of the Company’s deferred tax assets and liabilities are as follows: January 31, (in thousands) 2025 2024 2023 Deferred tax assets Net operating loss carryforwards $ 142,757 $ 138,968 $ 124,823 Tax Credit carryforwards 38,107 32,540 25,710 Stock-based compensation 18,207 18,984 17,683 Capitalized research expenses 67,048 48,527 24,152 Property and Equipment 19,214 11,759 10,086 Excess interest expense 1,542 3,776 8,742 Operating lease liability 4,724 5,525 5,274 Other 5,679 6,580 5,614 Total deferred tax assets 297,278 266,659 222,084 Valuation allowance ( 284,882 ) ( 254,929 ) ( 211,813 ) Total deferred tax assets 12,396 11,730 10,271 Deferred tax liabilities Operating lease right-of-use assets ( 4,253 ) ( 4,886 ) ( 4,863 ) Intangible assets ( 8,546 ) ( 7,150 ) ( 5,566 ) Total deferred tax liabilities ( 12,799 ) ( 12,036 ) ( 10,429 ) Net deferred tax assets (liabilities) $ ( 403 ) $ ( 306 ) $ ( 158 ) As of January 31, 2025, the Company had a net deferred tax liability of $ 0.4 million. The Company had deferred tax assets of $ 297.3 million and $ 266.7 million before valuation allowances as of January 31, 2025 and 2024, respectively. The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company evaluates all available positive and negative evidence such as past operating results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Management believes that it is more likely than not that the majority of U.S. and foreign deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets in these jurisdictions. 117 The net change in the total valuation allowance is as follows: Year Ended January 31, (in thousands) 2025 2024 2023 Valuation allowance, beginning of year $ 254,929 $ 211,813 $ 166,081 Change in valuation allowance 29,953 43,116 45,732 Valuation allowance, end of year $ 284,882 $ 254,929 $ 211,813 The Company considers the undistributed earnings of its foreign subsidiaries permanently reinvested in foreign operations and has not provided for U.S. income taxes on such earnings. As of January 31, 2025, the Company’s unremitted earnings from its foreign subsidiaries were $ 27.9 million and the corresponding unrecognized deferred U.S. income tax liability is not material. The Company is subject to income taxes in the United States and various foreign jurisdictions. As of January 31, 2025, the Company had approximately $ 564.9 million of federal net operating loss (“NOL”) carryforward, of which $ 259.2 million will expire at various dates through 2038 and $ 305.7 million has an indefinite carryforward. Additionally, the Company had state and foreign NOL carryforwards of $ 364.2 million and $ 3.2 million, respectively. The state and foreign NOL carryforwards might be available to offset future taxable income, which will expire in varying amounts beginning in 2025. An insignificant amount of NOL and credits carryforwards may be subject to annual limitations under Internal Revenue Code Section 382. As of January 31, 2025, the Company had approximately $ 31.9 million of federal and $ 19.1 million of California research and development credit carryforwards available to reduce future taxable liability. The federal credit carryforwards will expire beginning in 2032 and California credits can be carried forward indefinitely. The Company’s unrecognized tax benefits are as follows: Year Ended January 31, (in thousands) 2025 2024 2023 Beginning of year $ 8,717 $ 6,900 $ 5,688 Additions based on tax positions related to the current year 1,490 1,616 1212 Additions for tax positions of prior years — 201 — End of year $ 10,207 $ 8,717 $ 6,900 As of January 31, 2025, the Company’s estimated gross unrecognized tax benefits were $ 10.2 million , none of which, if recognized, would affect the effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company determined that no accrual for interest and penalties was required as of January 31, 2025 and 2024 and no such expenses were incurred in the years presented. The Company does not anticipate the total amounts of unrecognized tax benefits to significantly increase or decrease in the next twelve months. The Company files U.S. federal, various state and foreign income tax returns. The Company is not currently under audit by any taxing authorities. All tax years remain open to examination by taxing jurisdictions to which the Company is subject. 118 (16) Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class method required for participating securities. Basic and diluted net loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts): Year Ended January 31, 2025 2024 2023 Numerator: Net loss attributable to common stockholders $ ( 123,196 ) $ ( 140,509 ) $ ( 161,966 ) Denominator: Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders 292,124,291 279,585,698 267,126,918 Basic and diluted net loss per share attributable to common stockholders $ ( 0.42 ) $ ( 0.50 ) $ ( 0.61 ) Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive. The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended January 31, 2025 2024 2023 Warrants to purchase Class A common stock 1,065,594 1,065,594 1,065,594 Common stock options 23,155,090 26,956,953 33,721,774 Restricted Stock Units 32,609,227 26,718,766 16,972,601 Performance vesting Restricted Stock Units 260,597 — — Shares committed under ESPP 362,603 — — Earn-out Shares 24,381,198 25,067,455 25,771,862 dMY Sponsor Earn-out Shares 862,500 862,500 862,500 Public Warrants 6,899,982 6,899,982 6,899,982 Private Placement Warrants 5,933,333 5,933,333 5,933,333 Early exercised common stock options, subject to future vesting 551,460 919,100 1,286,741 Shares issued in connection with acquisition, subject to future vesting — — 271,695 96,081,584 94,423,683 92,786,082 (17) Segment and Geographic Information The Company has determined that it operates in one operating and reportable segment as the CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net loss, as reported on our Consolidated Statements of Operations, in evaluating performance of the Company’s single segment and determining how to allocate resources of the Company as a whole. 119 Financial information for the Company’s reportable segment was as follows: Year Ended January 31, (in thousands) 2025 2024 2023 Revenue $ 244,352 $ 220,696 $ 191,256 Less: Significant and other segment expenses Cost of revenue (1) 63,696 62,435 54,398 Research and development (1) 73,883 83,377 76,801 Sales and marketing (1) 63,852 73,167 63,664 General and administrative (1) 53,548 57,001 53,194 Depreciation and amortization 45,637 47,639 43,330 Stock-based compensation 48,485 57,132 75,544 Restructuring costs (2) 10,574 7,376 — Employee transaction bonuses in connection with the Sinergise business combination (3) — 2,317 — Certain litigation expenses (4) 799 — — Other segment items (5) 7,074 ( 29,239 ) ( 13,709 ) Consolidated net loss ( 123,196 ) ( 140,509 ) ( 161,966 ) (1) Exclusive of the following items shown separately; Depreciation and amortization, stock-based compensation, restructuring costs, employee transaction bonuses in connection with the Sinergise business combination and certain litigation expenses. (2) Exclusive of stock based compensation shown separately. Refer to Note 7 “ Restructuring ”. (3) Refer to Note 5 “ Acquisitions ”. (4) Expenses relating to the Delaware class action lawsuit. Refer to Note 10 “ Commitments and Contingencies ”. (5) Includes interest income, change in fair value of warrant liabilities, other income (expense), net and provision for income taxes. Refer to the Consolidated Statements of Operations. Capital expenditures, which consists of purchases of property and equipment and capitalized internal-use software costs, for the fiscal years ended January 31, 2025, 2024, and 2023 was $ 49.6 million, $ 42.4 million, and $ 12.8 million, respectively. The Company’s long-lived assets by geographic region are as follows: January 31, (in thousands) 2025 2024 United States $ 116,042 $ 107,070 Rest of world 5,707 6,359 Total property and equipment, net $ 121,749 $ 113,429 The Company concluded that satellites in service continue to be owned by the U.S. entity and accordingly are classified as U.S. assets in the table above. No single country other than the U.S. accounted for more than 10% of total property and equipment, net, as of January 31, 2025 and 2024. (18) Defined Contribution Plan The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering substantially all full-time U.S. employees. Participating employees may contribute a percentage of their qualifying annual compensation up to the annual Internal Revenue Service contribution limit. The 401(k) plan was adopted in 2013. Since the inception of the plan, the Company has not matched employee contributions. 120 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures Not Applicable.