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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MarchOctober 31, 2021

2022

OR

☐

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________  to

DMY TECHNOLOGY GROUP, INC. IV

_______________.

Commission file number: 001-40166
Planet Labs PBC
(Exact name of registrant as specified in its charter)

Delaware001-4016685-299219285-4299396

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

No.)

1180 North Town Center Drive, Suite 100

Las Vegas Nevada

645 Harrison Street, Floor 4, San Francisco, California		 8914494107
(Address of principal executive offices)(Zip Code)

(702) 781-4313

(415) 829-3313
(Registrant’sRegistrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Trading

Symbol(s)

Name of each exchange

on which registered

Units, each consisting of one share of Class A

common stock and one-fifth of one redeemable warrant

DMYQ.UThe New York Stock Exchange
Class A common stock, par value $0.0001 per sharePLDMYQThe New York Stock Exchange
Warrants each whole warrant exercisable for one share ofto purchase Class A common stock, each at an exercise price of $11.50 per sharePL WSDMYQ WSThe New York Stock Exchange

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No  ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Act:
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer  ☒Smaller reporting company☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No  ☐

As of May 14, 2021, 34,500,000☒


The registrant had 250,946,458 outstanding shares of Class A common stock, par value $0.0001 per share, and 8,625,00021,157,586 outstanding shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

as of December 9, 2022.


2

DMY TECHNOLOGY GROUP, INC. IV

Quarterly Report on Form 10-Q

Table of Contents

TABLE OF CONTENTS
Page No.

PARTPart I. FINANCIAL INFORMATION- Financial Information

Item 1.
6
7
8
9
11
12

Item 1.

Condensed Financial Statements3
Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 20203
Unaudited Condensed Statement of Operations for the three months ended March 31, 20214
Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 20215
Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 20216
Notes to Unaudited Condensed Financial Statements7

Item 2.

19
33

Item 3.

24
49

Item 4.

24
49

PART II. OTHER INFORMATIONPart II - Other Information

Item 1.

24
50

Item 1A.

24
50

Item 2.

50
Item 3.
50
Item 4.24
50
Item 5.
50
Item 6.
51

Item 3.

Signatures
Defaults Upon Senior Securities52
24

Item 4.

Mine Safety Disclosures24

Item 5.

Other Information24

Item 6.

Exhibits24

SIGNATURES

3

Table of ContentsPART I – FINANCIAL INFORMATION


Unless the context otherwise requires, the “Company”, “Planet”, “we,” “our,” “us” and similar terms refer
to Planet Labs PBC, a Delaware public benefit corporation (f/k/a dMY Technology Group, Inc. IV, a Delaware
corporation), and its consolidated subsidiaries.

Cautionary Note Regarding Forward Looking Information

This Quarterly Report on Form 10-Q for the quarter ended October 31, 2022 (the “Form 10-Q” or “this report”) includes statements that express Planet’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “seek,” “may,” “will,” “could,” “can,” “should,” “would,” “believes,” “predicts,” “potential,” “strategy,” “opportunity,” “aim,” “continue,” and similar expressions or the negative thereof, or discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals, are intended to identify such forward-looking statements. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report (including in information that is incorporated by reference into this report) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Planet operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Planet. Factors that may impact such forward-looking statements include:
•Planet’s limited operating history;     
•whether the market for Planet’s data grows as expected as well as the timing of such growth and Planet’s ability to attract new customers;     
•Planet’s ability to retain existing customers and renew existing contracts;         
•Planet’s ability to sell additional data and analytic products or expand the scope of data services for its existing customers;    
•the competitiveness of Planet’s geospatial data set and analytic capabilities relative to other commercial entities and governments, including Planet’s ability to continue to capture certain high-value government procurement contracts;    
•whether Planet is subject to any risks as a result of its global operations, including, but not limited to, being subject to any hostile actions by a government or other state actor;     
•whether Planet is subject to any cyber-attacks or other security incidents, and whether such actions, or any other events, compromise Planet’s satellites, satellite operations, infrastructure, archived data, information technology and communication systems and other related system;         
•the impact of Planet’s satellites failing to operate as intended or them being destroyed or otherwise becoming inoperable;     
•Planet’s ability to build satellites and procure third-party launch contracts at the same or lower cost as recent historical periods, in order to maintain or enhance the capabilities of its current operational satellite fleet;     
•Planet’s ability to secure future financing, if needed;     
•Planet’s ability to increase its commercial sales organization;         
•Planet’s ability to respond to general economic conditions, including but not limited to, increased inflation and higher interest rates;     
•Planet’s ability to manage its growth effectively;         
•the impact of the coronavirus (“COVID-19”) pandemic, including any variants of COVID-19;
•the effects of acts of terrorism, war or political instability, both domestically and internationally, including the current events involving Russia and Ukraine, changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions;
•the seasonality of Planet’s business, which can be impacted by customer behavior and buying patterns, and has historically been weighted towards the second half of the year;    
•Planet’s ability to comply with complex regulatory requirements;         
•the continued development and evolution of Planet’s software platform to enhance the ease of use and accessibility of its data products for non-geospatial experts and thus facilitate expansion into new vertical markets;
•competition and competitive pressures from other companies worldwide in the industries in which Planet will operate; and
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•litigation and the ability to adequately protect Planet’s intellectual property rights.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our most recent Annual Report on Form 10-K, this Form 10-Q, as well as the other documents filed by us from time to time with the U.S. Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this Form 10-Q and any amendment thereto or document incorporated by reference, are based on current expectations and beliefs concerning future developments and their potential effects on us and our business. There can be no assurance that future developments affecting us will be those that we have anticipated. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


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Part I. - Financial Information

Item 1. Financial Statements.

DMY TECHNOLOGY GROUP, INC. IV

CONDENSED BALANCE SHEETS

   March 31, 2021  December 31, 2020 
   (Unaudited)    

Assets:

   

Current assets:

   

Cash

  $858,767  $—   

Prepaid expenses

   609,092   —   
  

 

 

  

 

 

 

Total current assets

   1,467,859   —   

Investment held in Trust Account

   345,051,009   —   

Deferred offering costs associated with initial public offering

   —     85,750 
  

 

 

  

 

 

 

Total Assets

  $ 346,518,868  $—   
  

 

 

  

 

 

 

Liabilities and Stockholders’ Equity:

   

Current liabilities:

   

Accounts payable

  $104,527  $10,000 

Accrued expenses

   280,310   51,000 

Franchise tax payable

   50,450   400 

Due to related parties

   —     750 
  

 

 

  

 

 

 

Total current liabilities

   435,287   62,150 

Deferred underwriting commissions

   12,075,000   —   

Derivative warrant liabilities

   34,679,665   —   
  

 

 

  

 

 

 

Total Liabilities

   47,189,952   62,150 
  

 

 

  

 

 

 

Commitments and Contingencies

   

Class A common stock, $0.0001 par value; 29,432,891 and -0- shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively

   294,328,910   —   

Stockholders’ Equity:

   

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

   —     —   

Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 5,067,109 and -0- shares issued and outstanding (excluding 29,432,891 and -0- shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

   507   —   

Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding

   863   863 

Additional paid-in capital

   19,549,351   24,137 

Accumulated deficit

   (14,550,715)   (1,400) 
  

 

 

  

 

 

 

Total stockholders’ equity

   5,000,006   23,600 
  

 

 

  

 

 

 

Total Liabilities and Stockholders’ Equity

  $346,518,868  $85,750 
  

 

 

  

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

Statements

DMY TECHNOLOGY GROUP, INC. IV

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Planet Labs PBC
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and par value amounts)
 
October 31, 2022January 31, 2022
Assets 
Current assets 
Cash and cash equivalents$199,124 $490,762 
Short-term investments226,163—
Accounts receivable, net of allowance of $1,488 and $1,031, respectively29,00944,373
Prepaid expenses and other current assets26,34716,385
Total current assets480,643551,520
Property and equipment, net115,385133,280
Capitalized internal-use software, net11,18110,768
Goodwill103,219103,219
Intangible assets, net12,41914,197
Restricted cash, non-current5,1635,743
Operating lease right-of-use assets15,806—
Other non-current assets3,4122,714
Total assets$747,228 $821,441 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$2,557 $2,850 
Accrued and other current liabilities (1)
42,62948,823
Deferred revenue (1)
47,69864,233
Liability from early exercise of stock options13,44616,135
Operating lease liabilities, current3,538—
Total current liabilities109,868132,041
Deferred revenue (1)
—3,579
Deferred hosting costs (1)
9,85312,149
Public and private placement warrant liabilities17,85523,224
Deferred rent—798
Operating lease liabilities, non-current14,024—
Other non-current liabilities1,4611,405
Total liabilities153,061173,196
Commitments and contingencies (Note 9)
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 October 31, 2022 and January 31, 2022, 248,215,356 and 241,017,687 Class A shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively, 21,157,586 Class B shares issued and outstanding at October 31, 2022 and January 31, 2022, 0 Class C shares issued and outstanding at October 31, 2022 and January 31, 2022 (1)
2727
Additional paid-in capital1,494,6521,423,151
Accumulated other comprehensive income9432,096
Accumulated deficit(901,455)(777,029)
Total stockholders’ equity594,167648,245
Total liabilities and stockholders’ equity$747,228 $821,441 

General and administrative expenses

(1)		$272,868Balance includes related-party transactions entered into with Google, LLC (“Google”). See Note 12.

Franchise tax expenses

50,050
See accompanying notes to unaudited condensed consolidated financial statements.
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Planet Labs PBC
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
 Three Months Ended October 31,Nine Months Ended October 31,
2022202120222021
Revenue (1)
$49,704 $31,700 $138,281 $94,063 
Cost of revenue (1)
24,728 20,811 73,333 59,757 
Gross profit24,976 10,889 64,948 34,306 
Operating expenses
Research and development (1)
27,598 14,959 79,085 39,521 
Sales and marketing19,383 12,441 57,721 33,691 
General and administrative20,627 11,800 61,128 31,939 
Total operating expenses67,608 39,200 197,934105,151 
Loss from operations(42,632)(28,311)(132,986)(70,845)
Interest income2,853 8 4,276 12 
Interest expense— (2,612)— (7,750)
Change in fair value of convertible notes and warrant liabilities(19)(10,172)5,369 (11,429)
Other income (expense), net1 (60)123 (325)
Total other income (expense), net2,835 (12,836)9,768 (19,492)
Loss before provision for income taxes(39,797)(41,147)(123,218)(90,337)
Provision for income taxes439 394 907 822 
Net loss$(40,236)$(41,541)$(124,125)$(91,159)
Basic and diluted net loss per share attributable to common stockholders$(0.15)$(0.88)$(0.47)$(1.97)
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders267,947,66147,137,377266,104,96246,360,220

Loss from operations

(322,918) 

Other income (expenses):

Interest income earned in operating account

(1)		4

Gain on investments (net), dividends and interest, held in Trust Account

51,009

Loss upon issuance of private placement warrants

(14,062,000) 

Offering costs associatedBalance includes related-party transactions entered into with derivative warrant liabilities

(710,745) 

Change in fair value of derivative warrant liabilities

495,335

Total other income (expenses)

(14,226,397) 

Net loss

$(14,549,315) 

Weighted average shares outstanding of Class A common stock

34,500,000

Basic and diluted net income per share, Class A common stock

$0.00

Weighted average shares outstanding of Class B common stock

7,778,090

Basic and diluted net loss per share, Class B common stock

$(0.06) 

Google. See Note 12.

The

See accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC. IV

7
Table of ContentsUNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021

  Common Stock        Total 
  Class A  Class B  Additional Paid-In  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 

Balance—December 31, 2020

  —    $—     8,625,000  $863  $24,137  $(1,400)  $23,600 

Sale of units in initial public offering, less fair value of public warrants

  34,500,000   3,450   —     —     332,782,550   —     332,787,000 

Offering costs

  —     —     —     —     (18,932,369)   —     (18,932,369) 

Class A common stock subject to possible redemption

  (29,432,891)   (2,943)   —     —     (294,325,967)   —     (294,328,910) 

Net loss

  —     —     —     —     —     (14,549,315)   (14,549,315) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance—March 31, 2021 (Unaudited)

  5,067,109  $507   8,625,000  $863  $19,549,351  $(14,550,715)  $5,000,006 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The


Planet Labs PBC
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In thousands)
 Three Months Ended October 31,Nine Months Ended October 31,
2022202120222021
Net loss$(40,236)$(41,541)$(124,125)$(91,159)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment(235)139 82 335 
Change in fair value of available-for-sale securities(1,538)— (1,235)— 
Other comprehensive income (loss), net of tax(1,773)139 (1,153)335 
Comprehensive loss$(42,009)$(41,402)$(125,278)$(90,824)

See accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC. IV

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Table of ContentsUNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Cash Flows from Operating Activities:

  

Net loss

  $(14,549,315) 

Adjustments to reconcile net loss to net cash used in operating activities:

  

General and administrative expenses paid by related party under promissory note

   1,000 

Gain on investments (net), dividends and interest, held in Trust Account

   (51,009) 

Loss upon issuance of private placement warrants

   14,062,000 

Offering costs associated with derivative warrant liabilities

   710,745 

Change in fair value of derivative warrant liabilities

   (495,335) 

Changes in operating assets and liabilities:

  

Prepaid expenses

   (184,092) 

Accounts payable

   85,333 

Accrued expenses

   109,290 

Franchise tax payable

   50,050 
  

 

 

 

Net cash used in operating activities

   (261,333) 
  

 

 

 

Cash Flows from Investing Activities

  

Cash deposited in Trust Account

   (345,000,000) 
  

 

 

 

Net cash used in investing activities

   (345,000,000) 
  

 

 

 

Cash Flows from Financing Activities:

  

Proceeds from loans from related parties

   125,006 

Repayment of loans from related parties

   (990,856) 

Proceeds received from initial public offering, gross

   345,000,000 

Proceeds received from private placement

   8,900,000 

Offering costs paid

   (6,914,050) 
  

 

 

 

Net cash provided by financing activities

   346,120,100 
  

 

 

 

Net increase in cash

   858,767 

Cash - beginning of the period

   —   
  

 

 

 

Cash - end of the period

  $858,767 
  

 

 

 

Supplemental disclosure of noncash activities:

  

Offering costs included in accounts payable

  $9,194 

Offering costs included in accrued expenses

  $170,020 

Offering costs paid by related party under promissory note

  $439,100 

Prepaid expenses paid by related party under promissory note

  $425,000 

Reversal of accrued expenses

  $50,000 

Deferred underwriting commissions in connection with the initial public offering

  $12,075,000 

Value of Class A common stock subject to possible redemption

  $294,328,910 

The

Planet Labs PBC
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands, except share amounts)


Convertible
Preferred Stock
 Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
Shares Amount Shares Amount
Balances at January 31, 2021131,252,627$13 43,946,198$4 $745,630 $1,769 $(639,905)$107,511 
Issuance of Class A common stock from the exercise of common stock options——637,684—2,156——2,156
Stock-based compensation————3,243——3,243
Change in translation—————274—274
Net loss——————(29,255)(29,255)
Balances at April 30, 2021131,252,627$13 44,583,882$4 $751,029 $2,043 $(669,160)$83,929 
Issuance of Class A common stock from the exercise of common stock options——2,358,627—1,724——1,724
Stock-based compensation————5,066——5,066
Change in translation—————(78)—(78)
Net loss——————(20,363)(20,363)
Balances at July 31, 2021131,252,627$13 46,942,509$4 $757,819 $1,965 $(689,523)$70,278 
Issuance of Class A common stock from the exercise of common stock options——1,215,238—2,986——2,986
Vesting of restricted stock awards————896——896
Issuance of recourse note to employee————(389)——(389)
Stock-based compensation————4,824——4,824
Change in translation—————139—139
Net loss——————(41,541)(41,541)
Balances at October 31, 2021131,252,627$13 48,157,747$4 $766,136 $2,104 $(731,064)$37,193 


See accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP, INC. IV

9
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—DescriptionTable of Contents

Planet Labs PBC
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands, except share amounts)

Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
Shares Amount
Balances at January 31, 2022262,175,273$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 options3,524,182—6,203——6,203
Issuance of Class A common stock upon vesting of restricted stock units215,178—————
Vesting of early exercised stock options91,911—896——896
Class A common stock withheld to satisfy employee tax withholding obligations(75,442)—(411)——(411)
Stock-based compensation——20,259——20,259
Change in translation———175—175
Net loss———— (44,360)(44,360)
Balances at April 30, 2022265,931,102$27 $1,450,098 $2,271 $(821,690)$630,706 
Issuance of Class A common stock from the exercise of common stock options605,690—1,455——1,455
Issuance of Class A common stock upon vesting of restricted stock units1,061,915—————
Vesting of early exercised stock options91,911—896——896
Class A common stock withheld to satisfy employee tax withholding obligations(381,149)—(1,753)——(1,753)
Stock-based compensation——21,033——21,033
Net unrealized gain on available-for-sale securities, net of taxes———303—303
Other——390——390
Change in translation———142—142
Net loss————(39,529)(39,529)
Balances at July 31, 2022267,309,469$27 $1,472,119 $2,716 $(861,219)$613,643 
Issuance of Class A common stock from the exercise of common stock options1,452,777—4,491——4,491
Issuance of Class A common stock upon vesting of restricted stock units817,320—————
Vesting of early exercised stock options91,911—896——896
Class A common stock withheld to satisfy employee tax withholding obligations(298,535)—(2,164)——(2,164)
Stock-based compensation——19,810——19,810
Net unrealized loss on available-for-sale securities, net of taxes———(1,538)—(1,538)
Other——(500)——(500)
Change in translation———(235)—(235)
Net loss————(40,236)(40,236)
Balances at October 31, 2022269,372,942$27 $1,494,652 $943 $(901,455)$594,167 

See accompanying notes to unaudited condensed consolidated financial statements.
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Planet Labs PBC
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Nine Months Ended October 31,
2022 2021
Operating activities 
Net loss$(124,125)$(91,159)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization33,997 33,865 
Stock-based compensation, net of capitalized cost of $1,261 and $514, respectively59,841 12,619 
Change in fair value of convertible notes and warrant liabilities(5,369)11,429 
Deferred income taxes39 406 
Amortization of debt discount and issuance costs— 2,328 
Other516 140 
Changes in operating assets and liabilities
Accounts receivable15,237 32,336 
Prepaid expenses and other assets(9,472)(12,860)
Accounts payable, accrued and other liabilities(8,649)2,061 
Deferred revenue(19,382)(17,401)
Deferred hosting costs(1,751)6,759 
Deferred rent— (1,539)
Net cash used in operating activities(59,118)(21,016)
Investing activities
Purchases of property and equipment(9,008)(6,051)
Capitalized internal-use software(1,737)(2,678)
Maturities of available-for-sale securities13,000 — 
Purchases of available-for-sale securities(239,321)— 
Other(412)(454)
Net cash used in investing activities(237,478)(9,183)
Financing activities
Proceeds from the exercise of common stock options10,909 6,866 
Class A common stock withheld to satisfy employee tax withholding obligations(4,328)— 
Proceeds from the early exercise of common stock options— 17,928 
Payment of transaction costs related to the Business Combination(326)(5,281)
Other122 — 
Net cash provided by financing activities6,377 19,513 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,781)(807)
Net decrease in cash, cash equivalents and restricted cash(292,000)(11,493)
Cash, cash equivalents and restricted cash at the beginning of the period496,814 76,540 
Cash, cash equivalents and restricted cash at the end of the period$204,814 $65,047 


See accompanying notes to unaudited condensed consolidated financial statements.


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Planet Labs PBC
Notes to Unaudited Condensed Consolidated Financial Statements

(1)Organization

Planet Labs PBC (“Planet,” or the “Company”) was founded to design, construct, and Business Operations

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 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 (the “Company”(“dMY IV”) is, a blank checkspecial purpose acquisition company (“SPAC”) incorporated in Delaware on December 15, 2020. The Company was formed for the purpose2020, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”dMY IV (“First Merger Sub”). The Company is an emerging growth company, and as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investment held in Trust Account (as defined below).

The Company’s sponsor is dMY Sponsor IV,Photon Merger Sub Two, LLC, a Delaware limited liability company (the “Sponsor”and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respectPursuant to the Class A common stock included inMerger Agreement, upon the Units being offered,favorable vote of dMY IV’s stockholders on December 3, 2021, on December 7, 2021, First Merger Sub merged with and into Former Planet (the “Surviving Corporation”), with Former Planet surviving the “Public Shares”merger as a wholly owned subsidiary of dMY IV (the “First Merger”), including 4,500,000 additional Unitsand pursuant to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million,Former Planet’s election immediately following the First Merger and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closingas part of the Initial Public Offering,same overall transaction as the Company consummatedFirst Merger, the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant”Surviving Corporation merged with and collectively,into dMY IV, with dMY IV surviving the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amendedmerger (the “Investment Company Act”“Business Combination”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i). Following the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Company’s Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public SharesdMY IV was renamed Planet Labs PBC. See Note 3 for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favorfurther details of the Business Combination. The Company will not redeem


Former Planet was incorporated in the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by lawstate of Delaware on December 28, 2010. Former Planet was originally incorporated as Cosmogia Inc., and the Company does not decidename was subsequently changed to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its CertificatePlanet Labs Inc. on June 24, 2013.

(2)Basis of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. SecuritiesPresentation and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

As of March 31, 2021, the Company had approximately $859,000 in cash, approximately $51,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $1.1 million (not taking into account tax obligations of approximately $50,000 that may be paid using investment income earned in Trust Account). Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), loan amount of $200,000 under the Note (as defined in Note 4) and an advance of approximately $791,000 from related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

and Principles of Consolidation

The accompanying condensed consolidated financial statements are presentedunaudited; however, in U.S. dollarsthe opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements for the periods presented. Operating results for the three and nine months ended October 31, 2022 are not necessarily indicative of the results expected for the fiscal year ending January 31, 2023 or any other future period.
The unaudited condensed consolidated financial statements and accompanying notes have been prepared in conformityaccordance with accounting principles generally accepted in the United States of AmericaU.S. (“U.S. GAAP”) and pursuant toinclude the rulesaccounts of Planet Labs PBC and regulationsits wholly-owned subsidiaries. Revenue for the three months ended October 31, 2022 includes an out of period adjustment of $2.1 million. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.
Certain notes or other information that are normally required by U.S. GAAP have been condensed or omitted if they substantially duplicate the SEC.

In April 2021,disclosures contained in the Company identified a misstatement in its accounting treatment for warrants issuedCompany’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 9, 2021 included in its CurrentCompany’s Annual Report on Form 8-K, filed March 15, 2021. 10-K for the fiscal year ended January 31, 2022 (the “2022 Form 10-K”).

The Warrants were reflectedBusiness Combination was accounted for as a componentreverse recapitalization in accordance with U.S. GAAP, whereby dMY IV was treated as the acquired company and Former Planet was treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of equity as opposedFormer Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV were stated at historical cost, with no goodwill or other intangible assets recorded.
Former Planet was determined to liabilitiesbe the accounting acquirer based on the balance sheet. Pursuantfollowing predominant factors:
•Former Planet’s existing stockholders have the majority voting interest in the combined entity;
•Former Planet had the ability to ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impactnominate a majority of the error was immaterial. The impactinitial members of the error correctionboard of directors of the combined entity;
•Former Planet’s senior management became the senior management of the combined entity; and
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•Former Planet is reflectedthe larger entity based on historical operating activity and has the larger employee base.
The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Former Planet. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of approximately 1.53184 (the “Exchange Ratio”) established in the unaudited condensed financial statements contained herein which resulted in a $21.1 million increase to derivative liabilities and offsetting decrease to Class A common shares subject to possible redemption to the March 9, 2021 balance sheet. There was no impact to the Company’s financial position, net losses or cash flows.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)Combination. See Note 3, Business Combination, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation infor additional details.

Liquidity
Since its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of March 31, 2021 and December 31, 2020,inception, the Company has not experiencedincurred net losses on these accounts and management believesnegative 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 October 31, 2022 and January 31, 2022, the Company is not exposed to significant risks on such accounts.

Cashhad $199.1 million and Cash Equivalents

The$490.8 million of cash and cash equivalents, respectively. Additionally, as of October 31, 2022, the Company considers allhad short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had$226.2 million which are highly liquid in nature and available for current operations. There were no cash equivalentsshort-term investments as of MarchJanuary 31, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date ofin the financial statements and accompanying notes. The significant estimates and assumptions that affect the reported amountsCompany’s unaudited condensed consolidated financial statements include, but are not limited to, the useful lives of expenses duringproperty and equipment, capitalized internal-use software and intangible assets, allowances for credit losses, estimates related to revenue recognition, including the reporting period. Actualassessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of convertible notes and warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.
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 uncertainties in making estimates, actual results could differ from those estimates.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Making estimates requires managementand such differences may be material to exercise significant judgment. Itthe unaudited condensed consolidated financial statements.

Due to the COVID-19 Coronavirus pandemic (“COVID-19” or “COVID-19 pandemic”), and current events involving Russia and Ukraine, there is at least reasonably possibleongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that the estimatewould require an update to its estimates or assumptions or a revision of the effectcarrying value of a condition, situationits assets or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, couldliabilities. These estimates and assumptions may change in the near term duefuture, as new events occur and additional information is obtained.
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. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one or more future confirming events. Oneoperating 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 4, Revenue, for revenue by geographic region. See Note 7, Balance Sheet Components, for long-lived assets by geographic region.
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 financial institutions in the U.S. and checking accounts with financial institutions in Canada, Germany, the Netherlands and Singapore that management believes are of high credit quality. The Company generally does not require collateral to support the obligations of the morecounterparties 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 of cash, cash equivalents or short-term investments. The maximum amount of loss at October 31, 2022 that the Company
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would incur if parties to cash, cash equivalents and short-term investments failed completely to perform according to the terms of the contracts is $424.5 million.

Accounts receivable are typically unsecured and are derived from revenue earned from customers across various countries. As of October 31, 2022, two customers accounted for 16% and 12% of accounts receivable, respectively. As of January 31, 2022, four customers accounted for 23%, 14%, 12% and 10% of accounts receivable, respectively.
For the three months ended October 31, 2022, one customer accounted for 23% of revenue. For the nine months ended October 31, 2022, two customers accounted for 18% and 10% of revenue, 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.
Significant Accounting Policies
The Company’s significant accounting estimatespolicies are included in theseNote 2 of its Consolidated Financial Statements included in the 2022 Form 10-K. Updates to those policies are contained herein.
Short-term investments
The Company’s short-term investments are designated as available-for-sale and carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial statementsinstruments 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 condensed 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 determination ofsecurity is sold, the security has matured, or the Company determines that the fair value of the warrant liability.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 would be reclassified from accumulated other comprehensive income (loss) to other income (expense), net.
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 three and nine months ended October 31, 2022 and 2021.

Recently Adopted Accounting Pronouncements
The following section provides information about accounting pronouncements adopted during the nine months ended October 31, 2022.
In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under Topic 840.
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The Company adopted Topic 842 effective February 1, 2022 and applied the new guidance prospectively utilizing the modified retrospective approach. Comparative periods prior to the effective date were not adjusted and continue to be reported in accordance with the previous lease guidance under Topic 840.
The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs.
Upon adoption, the Company recognized ROU assets and lease liabilities for operating leases of $8.4 million and $11.4 million, respectively. The difference between the ROU assets and lease liabilities resulted from deferred rent liability balances that were reclassified to ROU assets upon adoption. The Company currently has no finance leases.

The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit, did not impact the Company’s previously reported financial results and did not impact the Company’s condensed consolidated statements of operations and comprehensive loss. Additionally, the adoption of Topic 842 had no impact on cash provided by or used in operating, investing or financing activities on the Company’s condensed consolidated statements of cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, available-for-sale debt securities, and other instruments that are not measured at fair value through net income. The Company adopted the new guidance effective February 1, 2022 utilizing the modified retrospective transition method and recorded a $0.3 million adjustment to the beginning accumulated deficit balance to reflect the cumulative effect of the accounting change. The adoption of the new guidance did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
The Company’s accounts receivable include amounts billed and billable to customers as of the end of the applicable period and do not bear interest. Accounts receivable are stated net of an estimated allowance for credit losses. Effective February 1, 2022, the allowance is assessed by applying a historical loss-rate methodology in accordance with Topic 326, 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. If it is deemed certain that an amount is uncollectible, the amount is written-off.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Company adopted ASU 2017-04 effective February 1, 2022 which did not impact the Company’s condensed consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 effective February 1, 2022 which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

(3)Business Combination
As discussed in Note 1, the Company completed the Business Combination on December 7, 2021, pursuant to the Merger Agreement. Upon the consummation of the Business Combination, the following events contemplated by the Merger Agreement occurred, based on Former Planet’s capitalization as of December 7, 2021:
•all Former Planet convertible preferred stock converted into shares of Former Planet Class A common stock and all Former Planet convertible preferred stock warrants became warrants for Former Planet Class A common stock (see Note 10);
•the Venture Tranche B loans and the 2020 Convertible Notes converted into shares of Former Planet Class A common stock;
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•each share of Former Planet capital stock (other than Former Planet Class B common stock) was converted into the right to receive shares of Planet’s Class A common stock after giving effect to the Exchange Ratio of approximately 1.53184 as calculated in accordance with the Merger Agreement;
•each share of Former Planet Class B common stock was converted into the right to receive shares of Planet’s Class B common stock after giving effect to the Exchange Ratio of approximately 1.53184 as calculated in accordance with the Merger Agreement;
•all granted and outstanding unexercised Former Planet stock options were converted into Planet stock options exercisable for shares of Planet’s Class A common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio;
•all granted and outstanding unvested Former Planet restricted stock units were converted into Planet restricted units for shares of Planet’s Class A common stock with the same terms and vesting conditions except for the number of shares, which was adjusted by the Exchange Ratio; and
•Former Planet Class A common stock warrants that remained outstanding subsequent to the closing of the Business Combination were converted into warrants for Planet’s Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio
Pursuant to the Merger Agreement, Former Planet equity holders, including Former Planet equity award holders, will have the right to receive up to an additional 27,000,000 shares in earnout consideration (the “Earn-out Shares”), of which up to 24,600,000 shares may be issued as shares of Class A common stock and up to 2,400,000 may be issued to William Marshall and Robert Schingler, Jr. (the “Planet Founders”) as shares of Class B 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.
Approximately 5,540,990 shares of the Earn-out Shares were allocated to Former Planet equity award holders, which 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 described above. The remaining Earn-out Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Business Combination, and recorded in additional paid-in capital.
Additionally, the shares of dMY IV Class B common stock automatically converted to 8,625,000 shares of the Company’s Class A common stock (the “dMY Sponsor Shares”), of which, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 862,500 shares are subject to vesting under conditions consistent with the Earn-out Shares discussed above (the “dMY Sponsor Earn-out Shares”). The dMY Sponsor Earn-out Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Business Combination, and recorded in additional paid-in capital.
On July 7, 2021, in connection with the execution of the Merger Agreement, and on September 13, 2021, following receipt of interest expressed by additional subscribers after the announcement of the Business Combination, dMY IV entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of dMY IV’s Class A common stock (such parties, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and dMY IV agreed to sell to the Subscribers, an aggregate of 25,200,000 shares of dMY IV Class A Common Stock, for a purchase price of $10.00 per share. Immediately prior to the closing of the Business Combination, the Company issued and sold 25,200,000 shares of its Class A common stock to the Subscribers for aggregate gross proceeds to the Company of $252.0 million (the “PIPE Investment”).
In connection with the Business Combination transactions, the outstanding principal, accrued interest and repayment fees of $67.1 million of the credit agreement with SVB and Hercules was repaid (see Note 10).
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, whereby dMY IV was treated as the acquired company and Former Planet was treated as the acquirer. Accordingly, for accounting purposes, the actual results could differ significantlyBusiness Combination was treated as the equivalent of Former Planet issuing stock for the net assets of dMY IV, accompanied by a recapitalization. The net assets of dMY IV were stated at historical cost, with no goodwill or other intangible assets recorded.
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The number of shares of the Company’s common stock outstanding immediately following the consummation of the Business Combination and related transactions is as follows:
Number of Shares
Former Planet stockholders - Class A Common Stock (1)172,161,152 
Former Planet stockholders - Class B Common Stock21,157,586 
dMY IV’s public stockholders - Class A Common Stock (2)33,810,330 
Holders of dMY IV’s sponsor shares - Class A Common Stock (3)7,762,500 
PIPE Investment - Class A Common Stock25,200,000 
Total shares of common stock immediately after Business Combination260,091,568 
(1)Excludes 1,746,296 shares of Class A common stock associated with the early exercise of unvested Former Planet stock options.
(2)Upon the closing of the Business Combination, dMY IV’s public stockholders were offered the opportunity to redeem shares of dMY IV Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing) in the trust account. The table above reflects redemptions of 689,670 shares of Class A common stock that occurred.
(3)
Excludes 862,500 shares of Class A common associated with the dMY Sponsor Earn-out Shares that are subject to vesting requirements.

(4)Revenue
Deferred Revenue
During the nine months ended October 31, 2022 and 2021, the Company recognized revenue of $50.4 million and $35.3 million, respectively, that had been included in deferred revenue as of January 31, 2022 and 2021, respectively.

Remaining Performance Obligations
The Company often enters into multi-year imagery licensing arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices at the anniversary of each year. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $130.8 million as of October 31, 2022, which consists of both deferred revenue of $47.7 million and non-cancelable contracted revenue that will be invoiced in future periods of $83.1 million. The Company expects to recognize approximately 81% of the remaining performance obligation over the next 12 months, approximately 96% of the remaining obligation over the next 24 months, and the remainder thereafter.
Remaining performance obligations do not include unexercised contract options, firm orders where funding has not been appropriated and contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty.

Disaggregation of Revenue
The following table disaggregates revenue by major geographic region:
 Three Months Ended October 31,Nine Months Ended October 31,
(in thousands)2022202120222021
United States$27,191 $14,789 $71,672 $39,293 
Norway3,2262,1006,78010,914
Rest of World19,28714,81159,82943,856
Total revenue$49,704 $31,700 $138,281 $94,063 
No single country in the Rest of World accounted for more than 10% of revenue for the three and nine months ended October 31, 2022 and October 31, 2021.

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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 those estimates.

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 three and nine months ended October 31, 2022, the Company deferred $0.2 million and $2.7 million of commission expenditures to be amortized in future periods, respectively. Amortization of commission expenditures was $0.5 million and $1.3 million for the three and nine month periods ended October 31, 2022, respectively.
During the three and nine months ended October 31, 2021, the Company deferred $0.1 million and $1.2 million of commission expenditures to be amortized in future periods, respectively. Amortization of commission expenditures was $0.4 million and $1.7 million for the three and nine month periods ended October 31, 2021, respectively.
As of October 31, 2022 and January 31, 2022, deferred commissions consisted of the following:
(in thousands)October 31, 2022January 31, 2022
Deferred commission, current$1,867 $1,375 
Deferred commission, non-current1,9641,083
Total deferred commission$3,831 $2,458 
The current portion of deferred commissions are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The non-current portion of deferred commissions are included in other non-current assets on the condensed consolidated balance sheets.

(5)Fair Value of Financial Instruments

Assets and Liabilities

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 the Company’s assetsOctober 31, 2022 and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorizedJanuary 31, 2022 by level within different levels of the fair value hierarchy. In those instances, theAssets and liabilities measured at fair value measurement is categorizedare classified in itstheir entirety in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement.

As The Company’s assessment of March 31, 2021 and December 31, 2020, the carrying valuessignificance of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values duea particular input to the short-term naturefair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

 October 31, 2022
(in thousands)Level 1 Level 2 Level 3
Assets
Cash equivalents:
Money market funds$64,187 $— $— 
Repurchase securities— 5,000 — 
Restricted cash: money market funds5,006 — — 
Short-term investments:
U.S. Treasury securities55,444 — — 
Commercial paper— 37,204 — 
Corporate bonds— 127,553 — 
U.S. government agency securities— 5,962 — 
Total assets$124,637 $175,719 $— 
Liabilities
Public Warrants$7,590 $— $— 
Private Placement Warrants— — 10,265 
Total liabilities$7,590 $— $10,265 
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Table of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. Contents
 January 31, 2022
(in thousands)Level 1Level 2Level 3
Assets
Cash equivalents: money market funds$470,066 $— $— 
Restricted cash: money market funds5,875 — — 
Total assets$475,941 $— $— 
Liabilities
Public Warrants$10,764 $— $— 
Private Placement Warrants— — 12,460 
Total liabilities$10,764 $— $12,460 
The fair value of investmentscash held in Trust Accountbanks and accrued liabilities approximate the stated carrying value due to the short time to maturity and are excluded from the table above.
The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using quoted pricesthe market approach. There were no realized or unrealized gains or losses on money market funds for the three and nine months ended October 31, 2022 and 2021.
The Public Warrants are classified within Level 1 as they are publicly traded and have an observable market price in an active markets.

Derivative Financial Instruments

market.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its 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 grant datesame or similar securities and other significant inputs derived from or corroborated by observable market data.
Level 3 Disclosures
The following is then re-valueda rollforward of Level 3 liabilities measured at each reporting date, with changes infair value:
(in thousands)Private Placement Warrants
Convertible
Notes
Preferred Stock
Warrant Liability
Fair value at end of year, January 31, 2021$— $101,212 $11,359 
Change in fair value—4,6913,335
Fair value at April 30, 2021$— $105,903 $14,694 
Change in fair value—(1,439)(5,330)
Fair value at July 31, 2021$— $104,464 $9,364 
Change in fair value—5,4894,683
Fair value at October 31, 2021$— $109,953 $14,047 
Fair value at end of year, January 31, 2022$12,460 $— $— 
Change in fair value(1,068)——
Fair value at April 30, 2022$11,392 $— $— 
Change in fair value(801)— — 
Fair value at July 31, 2022$10,591 $— $— 
Change in fair value(326)— — 
Fair value at October 31, 2022$10,265 $— $— 
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Private Placement Warrants
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 reported inof the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to requirePrivate Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the use of current assets or requirea Monte Carlo simulation that incorporates into the creationvaluation 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 current liabilities.

Offering Costs Associated withunobservable inputs relating to the Initial Public Offering

Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies. The Company complies withexpected volatility inputs utilized for the requirementsfair value measurements of the ASC Topic 340-10-S99-1Private Placement Warrants as of October 31, 2022 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in January 31, 2022 were 65.0% and 60.0%, respectively.


Convertible Notes
In connection with the preparation forBusiness Combination, the Initial Public Offering and the underwriting commissions. Upon the completionconvertible notes converted into shares of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities of approximately $0.7 million were charged to operations. Offering costs associated with the Class A common stock of approximately $18.9 million were charged to stockholders’ equity uponstock. The Company measured the completionfair value of the Initial Public Offering.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance withconvertible notes upon conversion based on the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the controlclosing price of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are consideredon the date of the Business Combination and the number of Class A common stock shares into which the notes converted.

As of October 31, 2021, the Company measured its convertible notes at fair value based on significant inputs not observable in the market, which caused them to be outsideclassified as a Level 3 measurement within the fair value hierarchy. The fair value of the convertible notes as of October 31, 2021 was estimated using a market approach. The significant unobservable inputs used in the fair value measurement of the Company’s convertible notes are the probability of conversion upon Business Combination and discount for lack of marketability.
The following table provides quantitative information associated with the fair value measurement of the convertible notes as of October 31, 2021:
 
Fair Value as of
October 31, 2021
 Valuation Technique Unobservable Input
Description		 Input
 (in thousands)
Convertible Notes$109,953Market Approach Probability of Conversion upon Business Combination 100%
 Discount for lack of marketability 5%
Preferred stock warrant liability
In connection with the Business Combination, all preferred stock warrants converted into warrants for Class A common stock. A portion of such Class A common stock warrants were exercised upon the closing of the Business Combination. The Class A common stock warrants that remained outstanding were measured at fair value and classified within stockholders’ equity on the date of the Business Combination.
As of October 31, 2021, the Company measured its liabilities for the preferred stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy. The fair value of the preferred stock warrant liabilities as of October 31, 2021 was estimated using a market approach and the Black-Scholes option pricing model. The significant unobservable inputs used in the fair value measurement of the Company’s preferred stock warrant liabilities are probability of conversion upon Business Combination, volatility, term and discount for lack of marketability
The following table provides quantitative information associated with the fair value measurement of the preferred stock warrant liability as of October 31, 2021:
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Fair Value as of
October 31, 2021
Valuation TechniqueUnobservable Input
Description		Input
(in thousands)
Preferred Stock Warrant Liability$14,047Black-ScholesExpected Term8.4 years
Volatility60%
Risk-free interest rate1.49%
Dividend yield0%
Market approachProbability of Conversion upon Business Combination100%
Discount for lack of
marketability		5%
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 October 31, 2022 and January 31, 2022, there were no material non-financial assets recorded at fair value.


(6)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 subjectfacilities. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. As of October 31, 2022, the Company has no finance leases.
The Company’s lease agreements do not contain residual value guarantees or material restrictive covenants.
Certain of the Company’s leases include escalation clauses, options to renew and options for early termination. The Company utilizes the base, non-cancelable period as the lease term when initially recognizing right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised.
Leases with an initial term of 12 months or less are not recorded on the Company’s condensed consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. The Company does not separate lease and non-lease components for its operating leases.
Operating lease costs were $1.8 million and $4.7 million for the three and nine months ended October 31, 2022, respectively. Variable lease expenses, short-term lease expenses and sublease income were immaterial for the three and nine months ended October 31, 2022.
Operating cash flows from operating leases were $1.9 million and $5.9 million for the three and nine months ended October 31, 2022, respectively.
Right of use assets obtained in exchange for operating lease liabilities were $11.7 million for the three and nine month periods ended October 31, 2022.
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Maturities of operating lease liabilities as of October 31, 2022 were as follows:
(in thousands)
Remainder of Fiscal Year 2023$1,834
20244,069
20255,147
20265,063
20273,905
Thereafter31
Total lease payments$20,049
Less: Imputed interest(2,487)
Total lease liabilities$17,562
Weighted average remaining lease term (years)3.8
Weighted average discount rate6.8 %

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 occurrencelease 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.

In accordance with ASC Topic 840, rent expense for the three and nine months ended October 31, 2021 was $0.8 million and $2.3 million, respectively, net of uncertain future events. Accordingly,sublease income. Sublease income was immaterial for the three and nine months ended October 31, 2021.
(7)Balance Sheet Components
Cash and Cash Equivalents and Restricted cash
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 balances of $5.7 million and $6.1 million as of MarchOctober 31, 2022 and January 31, 2022, respectively. The restricted cash balances as of October 31, 2022 primarily consisted of $4.1 million of collateral money market accounts for the Company’s headquarters and other domestic office operating leases and $1.3 million of performance guarantees required for the Company’s foreign sales activities. The restricted cash balances as January 31, 2022 primarily consisted of $4.2 million of collateral money market accounts for the Company’s headquarters and other domestic office operating leases and $1.6 million of performance guarantees required for the Company’s foreign sales activities.
A reconciliation of the Company’s cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of October 31, 2022 and January 31, 2022 is as follows:
 
(in thousands)October 31, 2022January 31, 2022
Cash and cash equivalents$199,124 $490,762 
Restricted cash, current527 309
Restricted cash, non-current5,163 5,743
Total cash, cash equivalents and restricted cash$204,814 $496,814 
The current restricted cash balances as of October 31, 2022 and January 31, 2022 are included in prepaid expenses and other current assets.
Short-term Investments
Short-term investments consisted of the following as of October 31, 2022:
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Gross Unrealized
(in thousands)Cost or Amortized CostGainsLossesFair Value
U.S Treasury securities$55,703 $— $(259)$55,444 
Commercial paper37,124 80 — 37,204 
Corporate bonds128,536 — (983)127,553 
U.S. government agency securities6,035 — (73)5,962 
Total short-term investments$227,398 $80 $(1,315)$226,163 
The following table summarizes the contracted maturities of the Company’s short-term investments as of October 31, 2022:
October 31, 2022
(in thousands)Amortized CostFair Value
Due in 1 year or less$139,754 $139,332 
Due in 1-2 years87,644 86,831 
$227,398 $226,163 
There were no short-term investments as of January 31, 2022.
Property and Equipment, Net
Property and equipment, net consists of the following:
(in thousands)October 31, 2022January 31, 2022
Satellites*$314,410 $310,861 
Leasehold improvements15,363 15,448 
Ground stations and ground station equipment15,024 12,685 
Office furniture, equipment and fixtures5,546 5,335 
Computer equipment and purchased software8,365 8,197 
Total property and equipment, gross358,708 352,526 
Less: Accumulated depreciation(243,323)(219,246)
Total property and equipment, net$115,385 $133,280 
*Satellites include $13.6 million and $13.7 million of satellites in process and not placed into service as of October 31, 2022 and January 31, 2022, respectively.
There was no interest expense associated with manufactured satellites for the three and nine months ended October 31, 2022. Interest expense associated with manufactured satellites was not material for the three and nine months ended October 31, 2021.

The Company’s long-lived assets by geographic region are as follows:
(in thousands)October 31, 2022January 31, 2022
United States$110,834 $130,230 
Rest of World4,5513,050
Total property and equipment, net$115,385 $133,280 
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 October 31, 2022 and January 31, 2022.
Total depreciation expense for the three and nine months ended October 31, 2022 was $9.4 million and $30.0 million, respectively, of which $9.0 million and $27.2 million, respectively, was depreciation expense specific to satellites. Total depreciation expense for the three and nine months ended October 31, 2021 29,432,891was $9.6 million and $28.1 million, respectively, of which $8.4 million and $24.5 million, respectively, was depreciation expense specific to satellites.
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Capitalized Internal-Use Software Development Costs
Capitalized internal-use software costs, net of accumulated amortization consists of the following:
(in thousands)October 31, 2022January 31, 2022
Capitalized internal-use software$38,795 $36,453 
Less: Accumulated amortization(27,614)(25,685)
Capitalized internal-use software, net$11,181 $10,768 
There was no interest expense associated with capitalized internal-use software costs for the three and nine months ended October 31, 2022. Interest expense associated with capitalized internal-use software costs was not material for the three and nine months ended October 31, 2021.
Amortization expense for capitalized internal-use software for the three and nine months ended October 31, 2022 was $0.7 million and $1.9 million, respectively. Amortization expense for capitalized internal-use software for the three and nine months ended October 31, 2021 was $1.3 million and $4.5 million, respectively.
Goodwill and Intangible Assets
Goodwill and Intangible assets consist of the following:
 October 31, 2022January 31, 2022
(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$16,557 $(8,548)$(8)$8,001 $16,557 $(7,583)$(9)$8,965 
Image library12,194(10,851)2621,60512,028(10,610)1041,522
Customer relationships3,951(2,619)71,3393,951(2,161)81,798
Trade names and other4,551(3,117)401,4744,551(2,678)391,912
Total intangible assets$37,253 $(25,135)$301 $12,419 $37,087 $(23,032)$142 $14,197 
Goodwill$101,413 $— $1,806 $103,219 $101,413 $— $1,806 $103,219 
Amortization expense for the three and nine months ended October 31, 2022 was $0.7 million and $2.1 million, respectively. Amortization expense for the three and nine months ended October 31, 2021 was $0.5 million and $1.3 million, respectively.
Estimated future amortization expense of intangible assets at October 31, 2022, is as follows:
(in thousands) 
Remainder of Fiscal Year 2023$775 
20243,056 
20252,136 
20261,214 
20271,108 
Thereafter4,130 
$12,419 
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Accrued and Other Current Liabilities
Accrued liabilities and other current liabilities consist of the following:

(in thousands)October 31, 2022January 31, 2022
Deferred R&D service liability (see Note 8)$22,673 $21,878 
Payroll and related expenses5,254 6,007 
Deferred hosting costs4,512 3,967 
Deferred rent— 2,193 
Withholding taxes and other taxes payable1,803 3,731 
Other accruals8,387 11,047 
Total accrued and other current liabilities$42,629 $48,823 

(8)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 a fee of $45.8 million to be paid to the Company as specified milestones are achieved over a three year period. The R&D Services Agreement 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 three and nine months ended October 31, 2022, the Company recognized $4.1 million and $10.7 million of fees and incurred $4.1 million and $10.7 million of research and development expenses, respectively, in connection with the R&D Services Agreement. During the three and nine months ended October 31, 2021, the Company recognized $1.4 million and $2.7 million of fees and incurred $1.5 million and $2.8 million of research and development expenses, respectively. As of October 31, 2022 and January 31, 2022 , the Company had received a total of $36.3 million and $26.7 million, respectively, under the R&D Services Agreement.

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 three and nine months ended October 31, 2022, the Company recognized $1.2 million and $1.4 million of fees and incurred $1.3 million and $1.6 million of research and development expenses, respectively, in connection with the R&D Services Agreement. As of October 31, 2022, the Company has not received any funding under the R&D Services Agreement.


(9)Commitments and Contingencies
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Launch Services
The Company has purchase commitments for future satellite launch services to be performed by third- parties subsequent to October 31, 2022. Future purchase commitments under noncancelable launch service contracts as of October 31, 2022 are as follows:

(in thousands)
Remainder of Fiscal Year 2023$45 
20241,025
Thereafter—
Total purchase commitments$1,070 
Other
The Company has minimum purchase commitments for hosting services from Google through January 31, 2028 (see Note 12). Future minimum purchase commitments under the noncancelable hosting service agreement with Google as of October 31, 2022 is as follows:
(in thousands) 
Remainder of Fiscal Year 2023$4,453 
202428,050 
202530,120 
202631,190 
202732,725 
Thereafter33,427 
Total purchase commitments$159,965 
Contingencies
The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims, individually or in the aggregate, that are expected to have a material adverse impact on its condensed consolidated financial statements as of each reporting period. From time to time however, 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.
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.
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(10)Debt, Convertible Notes, and Warrants
The terms of the Company's debt, convertible notes and warrants are described in Note 9, Debt, Convertible Notes, and Warrants, in the Notes to the Consolidated Financial Statements in the 2022 Form 10-K.
Venture Loan Amendment
On June 21, 2019, the Company amended the 2017 loan agreements with Venture Lending & Leasing, Inc. (“Venture”), an affiliate of Western Technology Investment (the “Amendment”). Following the Amendment, Tranche B, consisting of two separate subordinated contract liability instruments of $4.3 million each, remained outstanding for which the Company elected to apply the fair value option. The Tranche B loans were classified as a current liability and were measured at a fair value of $10.9 million at issuance. Changes in fair value were subsequently recognized in the condensed consolidated statements of operations and comprehensive loss.
In July 2021, the Company amended certain terms of its Venture Tranche B loans and certain terms of the warrants issued to Venture.
In connection with the Business Combination (see Note 3), the Venture Tranche B loans converted into 754,378 shares of the Company’s Class A common stock, and there were no loan amounts outstanding as of October 31, 2022 or January 31, 2022.
SVB & Hercules Loan
On June 21, 2019, the Company entered into a Credit Agreement with Silicon Valley Bank (“SVB”) and Hercules Capital, Inc. (“Hercules”) for a $50 million secured loan with an interest rate of 11.0% per annum (the prime rate plus 5.5%, minimum of 11%). The loan was scheduled to mature in June 2022. On June 5, 2020, the Company obtained an additional $15 million secured loan from SVB and Hercules. The loan bore an interest rate of 11.0% per annum and was scheduled to mature on June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes had not been converted into equity securities.
In connection with the loans, the Company issued warrants to the lenders and their affiliates for the purchase of 1,433,956 shares of the Company’s Class A common stock, consisting of 1,049,801 with an exercise price of $0.00001 per share which expire in June 2029, and 384,155 which expire in June 2030.
The Company incurred total loan fees of $0.9 million associated with its entry into the agreements and accrued $1.5 million of final loan fees payable upon maturity of the 2019 Credit Agreement. The proceeds of debt issuances were allocated between debt and the warrants based on their relative fair values. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to total debt discounts of $5.8 million. The discount amount due to the warrant of $5.8 million along with the total loan fees of $2.4 million was being amortized as interest expense through maturity using the effective interest method.
In connection with the Business Combination (see Note 3), the outstanding principal, accrued interest and repayment fees of $67.1 million relating to the Credit Agreement with SVB and Hercules was repaid. Therefore, there were no loan amounts outstanding as of October 31, 2022 or January 31, 2022.

2020 Convertible Notes
During the fiscal year ended January 31, 2021, the Company entered into a Convertible Note and Warrant Purchase Agreement with certain investors, pursuant to which it issued convertible promissory notes (the “2020 Convertible Notes”). The 2020 Convertible Notes bore interest at a rate of 6.0% per annum, which compounded quarterly and were scheduled to mature on June 22, 2022. The principal amount of 2020 Convertible Notes issued was $71.1 million in aggregate. The Company issued warrants for the purchase of Series D convertible preferred stock, equal to 20% of the original principal amount of the notes, with an exercise price of $9.3844. The warrants expire on the tenth anniversary of the date of issuance. The number of shares of Series D convertible preferred stock issuable under the warrants is 1,515,799 in aggregate. The Company elected to apply the fair value option to the outstanding 2020 Convertible Notes. As such, the 2020 Convertible Notes were recognized at fair value with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss.
In July 2021, the Company amended certain terms of its 2020 Convertible Notes to provide for, among other things, the automatic conversion of the outstanding principal and accrued interest under the 2020 Convertible Notes into shares of common stock immediately prior to the Business Combination. The amended terms of the 2020 Convertible Notes were not considered substantially different than the original terms of such 2020 Convertible
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Notes. As such, the 2020 Convertible Notes continued to be recognized at fair value pursuant to the fair value option.
In connection with the Business Combination (see Note 3), the 2020 Convertible Notes converted into 9,824,143 shares of the Company’s Class A Common Stock, therefore there were no 2020 Convertible Notes outstanding as of October 31, 2022 or January 31, 2022.
In connection with the Business Combination (see Note 3), 450,205 of the Series D convertible preferred stock warrants discussed above converted into warrants for Class A common stock and were exercised on a cashless basis, resulting in the issuance of 27,713 shares of Class A common stock. The remaining 1,065,594 Series D convertible preferred stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Net Loss Per Common Share

Net income (loss) per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company haswarrants that were not considered the effect of theexercised converted into warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,833,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented.

The Company’s unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock forshares and remained outstanding and exercisable as of October 31, 2022 and January 31, 2022. As of October 31, 2022, the three months ended March 31, 2021 is calculated by dividing the net gain from investments held in the Trust Account of approximately $51,000, net of applicable franchise taxes of approximately $50,000 for the three months ended March 31, 2021, by theoutstanding warrants have a weighted average numberremaining term of shares7.4 years.

The following table presents the interest expense related to the contractual interest coupon, the amortization of Class A common stock outstanding fordebt issuance costs and the period. Net loss per share, basicamortization of debt discounts.
Three Months Ended October 31,Nine Months Ended October 31,
(in thousands)2022202120222021
Contractual interest coupon$— $1,828 $— $5,422 
Amortization of debt issuance costs—229—679
Amortization of debt discounts—555—1,649
Total interest expense$— $2,612 $— $7,750 


(11)Public and diluted for Class B common stock for the three months ended March 31, 2021 is calculated by dividing the general and administration expenses of approximately $273,000, offering costs associated with derivative warrant liabilities of approximately $711,000, loss upon issuance of Private Placement Warrants of approximately $14.1 million, and change in fair value of derivative warrant liabilities of approximately $495,000, resulting in a net loss of approximately $14.6 million, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in

In connection with dMY IV’s initial public offering, which those temporary differences are expected to be recovered or settled. The effectoccurred on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of March 31, 2021.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 5, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3—Initial Public Offering

On March 9, 2021, the Company consummated its Initial Public Offering ofdMY IV issued 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions.

Each Unit consistsunits, each unit consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, (each,at a “Public Warrant”).price of $10.00 per unit. Each Public Warrantwhole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Note 4—Related Party Transactions

Founder Shares

On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the directors. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million.

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Related Party Loans

On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company fully borrowed $200,000 under the Note and received an advance of approximately $791,000 from the related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on the date that the Company’s securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months ended March 31, 2021, the Company accrued $10,000 in connection with such services in the accompanying unaudited condensed balance sheet as of March 31, 2021.

The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

Note 5—Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on March 9, 2021.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Stockholders’ Equity

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021, there were 5,067,109 shares of Class A common stock issued or outstanding, excluding 29,432,891 shares subject to possible redemption.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 16, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. Of the 8,625,000 shares of Class B common stock outstanding, an aggregate of up to 1,250,000 shares of Class B common stock were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 — Derivative Warrant Liabilities

As of March 31, 2021, the Company has 6,900,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case 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). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connectionadjustment (the “Public Warrants”). Simultaneously with the closing of its initial public offering, dMY IV completed the initial Business Combinationprivate sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at an issue price or effective issuea purchase price of less than $9.20$1.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable for one share of Class A common stock (with such issue price or effective issue priceat $11.50 per share.

Additionally, pursuant to be determineda lock-up agreement entered into with the dMY Sponsor in good faith byconnection with the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise2,966,667 of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination,are subject to certain limited exceptions. Additionally, thevesting conditions (the “Private Placement Vesting Warrants”). The Private Placement Vesting Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the 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.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Redemption of warrantsvest in four equal tranches (i) when the price per share of Class A common stock equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for$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 30-trading day period endingchange 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 third tradingfirst business day prior toafter five years from the date on whichclosing of the Company sendsBusiness Combination will be forfeited without any further consideration.

As of October 31, 2022 and January 31, 2022, there were 6,899,982 Public Warrants and 5,933,333 Private Placement Warrants, including 2,966,667 Private Placement Vesting Warrants, outstanding.

(12)Related Party Transactions
As of October 31, 2022 and January 31, 2022, Google owned greater than 10% of the noticeCompany’s common shares with a total investment of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the31,942,641 shares of Class A common stock issuable upon exercisestock.

In March 2020, Google purchased $10.0 million of 2020 Convertible Notes (Note 10). Upon issuance of such 2020 Convertible Notes to Google, the Company also issued warrants is effective and a current prospectus relating to thoseGoogle for the purchase of 213,119 shares of Series D preferred stock. In connection with the Business Combination, such 2020 Convertible Notes converted to shares of Class A common stock is available throughout the 30-day redemption period.

Redemption ofand such Series D preferred stock warrants converted to and were exercised for when the price per shareshares of Class A common stock equals or exceeds $10.00:

Once the warrants become exercisable,stock.

In April 2017, the Company and Google entered into a five year content license agreement pursuant to which the Company licenses imagery content to Google. In April 2022, the agreement automatically renewed for a period of one-year. The agreement will terminate in April 2023, unless it is extended for up to one year if the delivery
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obligations are not met by the company, or it is otherwise renewed at Google’s discretion for an additional year, in each case in accordance with its terms. Additionally, Google may redeemterminate the agreement prior to April 2023 once the Company’s outstanding warrants:

delivery obligations are completed. As of October 31, 2022 and January 31, 2022, the deferred revenue balance associated with the content license agreement was $2.5 million and $12.2 million, respectively. For the three and nine months ended October 31, 2022, the Company recognized revenue of $3.3 million and $9.7 million, respectively, related to the content license agreement. For the three and nine months ended October 31, 2021, the Company recognized revenue of $1.5 million and $5.6 million, respectively, related to the content license agreement.

In addition, the Company purchases hosting and other services from Google, of which $14.4 million and $16.1 million is deferred as of October 31, 2022 and January 31, 2022, respectively. For the three and nine months ended October 31, 2022, the Company recorded hosting expense of $6.0 million and $17.7 million, respectively. For the three and nine months ended October 31, 2021, the Company recorded hosting expense of $5.0 million and $13.7 million, respectively. As of October 31, 2022 and January 31, 2022, the Company’s accounts payable and accrued liabilities balance included $2.5 million and $2.0 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, increases the aggregate purchase commitments to $193.0 million. The amended agreement commenced on August 1, 2021 and extends through January 31, 2028. See Note 9 for future Google hosting purchase commitments, including the amended commitments, as of October 31, 2022.

(13)Stock-based Compensation
Prior to the Business Combination, the Company issued equity awards under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (previously named the Cosmogia Inc. 2011 Stock Incentive Plan) (the “Legacy Incentive Plans”). In connection with the Business Combination, the Company adopted the Planet Labs PBC 2021 Incentive Award Plan (the “Incentive Plan”). No further awards will be granted under the Legacy Incentive Plans. Directors, employees and consultants are eligible to receive awards under the Incentive Plan; however, ISOs may only be granted to employees. The Company's plans are described in wholeNote 13, Stock-based Compensation, in the Notes to the Consolidated Financial Statements in the 2022 Form 10-K.
Stock-Based Compensation
The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows:
 Three Months Ended October 31,Nine Months Ended October 31,
(in thousands)2022202120222021
Cost of revenue$1,317 $226 $3,992 $688 
Research and development8,282 1,901 25,903 4,582 
Sales and marketing3,221 677 10,615 1,959 
General and administrative6,990 2,020 20,592 5,904 
Total expense19,810 4,824 61,102 13,133 
Capitalized to internal-use software development costs and property and equipment(372)(181)(1,261)(514)
Total stock-based compensation expense$19,438 $4,643 $59,841 $12,619 
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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, 202241,907,551$4.63 6.71
Exercised(4,893,120)$2.23 
Forfeited(968,342)$5.82 
Balances at October 31, 202236,046,089$4.93 6.33$48,339 
Vested and exercisable at October 31, 202225,820,674$3.95 5.57$44,025 
As of October 31, 2022, total unrecognized compensation cost related to stock options was $35.4 million, which is expected to be recognized over a period of 2.3 years.
Restricted Stock Units
A summary of Restricted Stock Unit (“RSU”) activity is as follows:
 
Number of
RSUs
 
Weighted
Average
Grant Date
Fair Value
Balances at January 31, 20225,439,736$9.42 
Vested(2,094,413)$7.16 
Granted13,962,454$4.91 
Forfeited(933,977)$5.73 
Balances at October 31, 202216,373,800$6.08 
During the nine months ended October 31, 2022, the Company granted 13,962,454 RSUs, which 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 three and nine months ended October 31, 2022 was $8.5 million and $26.2 million, respectively. As of October 31, 2022, total unrecognized compensation cost related to RSUs was $74.5 million which are expected to be recognized over a period of approximately 3.0 years.
RSUs granted in periods prior to the Business Combination were subject to both time-based service and liquidity event vesting requirements. The liquidity event requirement was met upon the closing of the Business Combination on December 7, 2021 and recognition of stock-based compensation commenced on such date. Accordingly, there was no expense recognized for RSUs during the three and nine months ended October 31, 2021.
Early Exercises of Stock Options
The Legacy Incentive Plans 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. As of October 31, 2022, the Company had a $13.4 million liability recorded for the early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 1,378,654.
Earn-out Shares
Pursuant to the Merger Agreement for the Business Combination, Former Planet equity award holders have the right to receive Earn-out Shares that are contingently issuable 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 Class A common stock; and

if, and only if,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 $10.00 per Public Share (as adjusted) for$15.00, $17.00, $19.00 and $21.00, over any 20 trading days within the 30-tradingany 30 day period ending three trading days beforeperiod prior to December 7, 2026 or (ii) when the Company sends noticeconsummates a change of redemptioncontrol 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.

No Earn-out Shares vested during the three and nine months ended October 31, 2022. As of October 31, 2022, there were 4,469,659 Earn-out Shares outstanding relating to Former Planet equity award holders.
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During the three and nine months ended October 31, 2022, the Company recognized $6.3 million and $20.6 million of stock-based compensation expense related to the warrant holders.

Earn-out Shares, respectively. As of October 31, 2022, total unrecognized compensation cost related to the Earn-out Shares was $11.4 million. These costs are expected to be recognized over a period of approximately 1 year.


(14) Income Taxes
The “fair market value”Company recorded income tax expense of $0.4 million and $0.9 million for the three and nine months ended October 31, 2022. The Company recorded income tax expense of $0.4 million and $0.8 million for the three and nine months ended October 31, 2021. For the three and nine months ended October 31, 2022 and 2021, the income tax expense was primarily driven by the current tax on foreign earnings. The effective tax rates for the three and nine months ended October 31, 2022 and 2021 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of the Company’s U.S. and foreign deferred tax assets and foreign rate differences.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. There are two major corporate tax provisions included in the Act.

The IRA creates a 15% corporate alternative minimum tax (“CMAT”) on any corporation that has average annual “adjusted financial statement income” of a $1 billion or more for the three-year period preceding the tax year that exceeds $1 billion. The CMAT is effective for tax years beginning after December 31, 2022.

The IRA also imposes a 1% excise tax on the repurchase of stock by publicly traded US corporations. The excise tax is effective for stock repurchases after December 31, 2022.

The Company does not expect the aforementioned provisions in the IRA to have any impact on the Company’s financial statements.

Under the Tax Cuts and Jobs Act of 2017, qualified research expenses incurred after 2021 are no longer immediately deductible and must be amortized over 5 years for tax purposes. The Company does not expect this provision to have a material impact on the Company’s financial statements.

The Company evaluates its tax positions on a quarterly basis and revises its estimates accordingly. Gross unrecognized tax benefits were $6.5 million and $5.7 million as of October 31, 2022 and January 31, 2022, respectively. The gross unrecognized tax benefits, if recognized, would not affect the effective tax rate due to the valuation allowance against the deferred tax assets. The Company determined that no accrual for interest and penalties was required as of October 31, 2022 and January 31, 2022 and no such expenses were incurred in the periods 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.

(15)Net Loss Per Share Attributable to Common Stockholders
Net loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization.
The Company computes net loss per share of the Class A common stock shall meanand Class B common stock using the volume weighted average pricetwo-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 duringand Class B common stock (amounts in thousands, except share and per share amounts):

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 Three Months Ended October 31,Nine Months Ended October 31,
 2022202120222021
Numerator:
Net loss attributable to common stockholders$(40,236)$(41,541)$(124,125)$(91,159)
Denominator:
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders267,947,66147,137,377266,104,96246,360,220
Basic and diluted net loss per share attributable to common stockholders$(0.15)$(0.88)$(0.47)$(1.97)

Basic and diluted net loss per share was the 10 trading days immediately followingsame for each period presented as the date on which the noticeinclusion 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 ofall potential Class A common stock per warrant (subject to adjustment).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 8—Fair Value Measurements

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model. For the three months ended March 31, 2021, the Company recognized a charge to the accompanying unaudited condensed statement of operations resulting from an decrease of in the fair value of liabilities of approximately $495,000 presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statement of operations.

Class B common stock outstanding would have been anti-dilutive.

DMY TECHNOLOGY GROUP, INC. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table presents information about the Company’s financial assetspotential common stock outstanding that are measured at fair value on a recurring basiswas excluded from the computation of diluted net loss per share of common stock as of March 31, 2021 by level within the fair value hierarchy:

March 31, 2021

  Quoted Prices in Active  Significant Other  Significant Other 
  Markets  Observable Inputs  Unobservable Inputs 

Description

 (Level 1)  (Level 2)  (Level 3) 

Assets:

   

Investments held in Trust Account - U.S. Treasury Securities (1)

 $345,050,040  $—    $—   

Liabilities:

   

Derivative warrant liabilities

 $—    $—    $34,679,665 

(1)

Excludes $969 of cash balance held within the Trust Account

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the three months ended March 31, 2021.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

   At initial issuance  As of March 31, 2021 

Exercise price

  $11.50  $11.50 

Stock price

  $9.65  $9.68 

Volatility

   23.0% - 44.3%   23.3% - 42.6% 

Term (years)

   6.56   6.50 

Risk-free rate

   1.14%   1.28% 

Dividend yield

   0.0%   0.0% 

The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows:

Derivative warrant liabilities at January 1, 2021

  $—   

Issuance of Public and Private Warrants

   35,175,000 

Change in fair value of derivative warrant liabilities

   (495,335) 
  

 

 

 

Derivative warrant liabilities at March 31, 2021 (Unaudited)

  $34,679,665 
  

 

 

 

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued, and determined that thereperiods presented because including them would have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

antidilutive:


 As of October 31,
 20222021
Convertible Preferred Stock—131,252,627
Convertible notes—8,096,863
Warrants to purchase Series B Convertible Preferred Stock—761,340
Warrants to purchase Series D Convertible Preferred Stock—2,261,713
Warrants to purchase Class A common stock1,065,594—
Common stock options36,046,08944,518,179
Restricted Stock Units16,373,8005,338,467
Earn-out Shares25,928,669—
dMY Sponsor Earn-out Shares862,500—
Public Warrants6,899,982—
Private Placement Warrants5,933,333—
Early exercised common stock options, subject to future vesting1,378,6541,746,297
Shares issued in connection with acquisition, subject to future vesting339,619—
94,828,240193,975,486

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to dMY Technology Group, Inc. IV. Operations



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PLANET
The following discussionManagement’s Discussion and analysisAnalysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the Company’s financial condition andreader understand the results of operations and financial condition of Planet Labs PBC. The MD&A is provided as a supplement and should be read in conjunction with the unaudited condensed consolidated financial statements and therelated notes thereto contained elsewhereincluded in Part I, Item I of this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, , as well as all otherour audited annual consolidated financial statements other thanand related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 (the “2022 Form 10-K”). This discussion contains forward-looking statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include,and involves numerous risks and uncertainties, including, but are not limited to, those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report and Part I, Item 1A, “Risk Factors” of our other Securities2022 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Business and Exchange CommissionOverview
Our mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. Our platform includes imagery, insights, and machine learning that empower companies, governments, and communities around the world to make timely decisions about our evolving world.

As a public benefit corporation, our purpose is to accelerate humanity toward a more sustainable, secure, and prosperous world, by illuminating the most important forms of environmental and social change.

We deliver a differentiated data set: a new image of the entire Earth landmass every day. To collect this powerful data set, we design, build and operate hundreds of satellites, making our fleet the largest Earth observation fleet of satellites in history. Our daily stream of proprietary data and machine learning analytics, delivered through our cloud-native platform, helps companies, governments and civil society use satellite imagery to discover insights as change happens.

To help further our mission, we have developed advanced satellite technology that increases the cost performance of each satellite. This has enabled us to launch large fleets of satellites at lower cost and in turn record over 2,000 images on average for every point on Earth’s landmass, a non-replicable historical archive for analytics, machine learning, and insights. We have advanced data processing capabilities that enable us to produce “AI-ready” data sets. As this data set continues to grow, we believe its value to our customers will further increase.

We currently serve over 800 customers across large commercial and government verticals, including agriculture, mapping, forestry, finance and insurance, as well as federal, state, and local government bodies. Our products serve a variety of diverse customer needs. For example, our products help farmers make decisions that result in significant increases in their harvests, while using fewer resources, by timely alerting them to changes happening within their fields. Governments use our data to help deliver public services more effectively in disaster response. Mapping companies use our data to keep online maps up to date. Also, journalists and human rights organizations use our data to uncover and report the truth about events in hard-to-reach places.

Our proprietary data set and analytics are delivered pursuant to subscription and usage-based data licensing agreements and are accessed by our customers through our online platform and subscription APIs. We believe our efficient cost structure, one-to-many business model and differentiated data set have enabled us to grow our customer base across multiple vertical markets. As of October 31, 2022, our EoP Customer Count was 864 customers, which represented a 16% year-over-year growth when compared to October 31, 2021. Our EoP Customer Count has grown quarter-over-quarter for every quarter in the prior two years. For a definition of EoP Customer Count see the section titled “Key Operational and Business Metrics.” Over 90% of our customers sign annual or multiyear contracts, with an average contract length of approximately two years, weighted on an annual contract value basis.
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The Business Combination
On July 7, 2021, Planet Labs Inc. (“SEC”Former Planet”) filings.

Overview

We areentered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. IV (“dMY IV”), a blank checkspecial purpose acquisition company (“SPAC”) incorporated in Delaware on December 15, 2020. We were formed for the purpose2020, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Our Sponsor is dMY Sponsor IV (“First Merger Sub”), and Photon Merger Sub Two, LLC, a Delaware limited liability company.

The registration statement for our Initial Public Offering was declared effectivecompany and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). Pursuant to the Merger Agreement, upon the favorable vote of dMY IV’s stockholders on March 4, 2021. On March 9,December 3, 2021, we consummated our Initial Public Offeringon 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 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million,dMY IV (the “First Merger”), and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions.

Simultaneously withpursuant to Former Planet’s election immediately following the closingFirst Merger and as part of the Initial Public Offering, we consummatedsame overall transaction as the PrivateFirst Merger, the Surviving Corporation merged with and into dMY IV, with dMY IV surviving the merger (the “Business Combination”). Following the completion of 5,933,333 Private Placement Warrants, atthe Business Combination, dMY IV was renamed Planet Labs PBC.


The Business Combination was accounted for as a pricereverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under the guidance in Accounting Standard Codification 805, Business Combinations, dMY IV was treated as the “acquired” company for financial reporting purposes. Former Planet was deemed to be the accounting predecessor of $1.50 per Private Placement Warrantthe combined business, and Planet Labs PBC, as the parent company of the combined business, is the successor SEC registrant, meaning that our reported consolidated assets, liabilities and results of operations prior to the Sponsor, generating proceedsBusiness Combination are those of $8.9 million.

Former Planet.

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the netBusiness Combination, we received aggregate gross proceeds of $590.4 million, including $252.0 million in gross proceeds from a Private Investment in Public Equity financing which closed substantially simultaneously with the Initial Public Offering and certainBusiness Combination. We paid approximately $57.2 million of the proceeds of the Private Placement was placed in a Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The issuance of additional sharestransaction expenses in connection with a business combination to the ownersBusiness Combination. We also repaid our existing debt of approximately $67.1 million, including repayment fees associated with the target or other investors:

may significantly dilute the equity interestdebt of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principalapproximately $2.0 million and accrued interest, if any, ifafter the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Going Concern Consideration

As of March 31, 2021, we had approximately $859,000 in cash, approximately $51,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $1.1 million (not taking into account tax obligations of approximately $50,000 that may be paid using investment income earned in Trust Account). Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

Our liquidity needsBusiness Combination was consummated. In addition, immediately prior to the consummationeffective time of the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor to purchase Founder Shares, loan amount of $200,000 under the Note and an advance of approximately $791,000 from related parties. We fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent from the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

Based on the foregoing, management believes that we will not have sufficient working capital to meet our needs through the earlier of the consummation of a Business Combination, or one year from this filing. The accompanying unaudited condensed financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Our management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception through March 31, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of gain on investment (net), dividends and interest held in Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2021, we had a net loss of approximately $14.5 million, which consisted of approximately $273,000 in general and administrative expenses, approximately $50,000 of franchise tax expense, approximately $14.1 million in loss upon issuance of private placement warrants, offering costs associated with derivative warrant liabilities of approximately $711,000, and which was partially offset by approximately $51,000 in interest income and net gain on investments held in the Trust Account, and decrease from changes in fair value of derivative warrant liabilities of approximately $495,000.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and anyFormer Planet’s outstanding convertible notes were automatically converted into shares of Class A common stock, issuable uponand as such, the exerciseconverted convertible notes are no longer outstanding and ceased to exist at the effective time of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant toBusiness Combination.


As a registration rights agreement signed upon the consummationresult of the Initial Public Offering.Business Combination, we are an SEC-registered company listed on the NYSE which requires us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources, including increased personnel costs, audit and other professional service fees. Our results of operations and statements of financial position may not be comparable between periods as a result of the Business Combination described above.

Impact of COVID-19
COVID-19 continues to spread throughout the United States and other parts of the world and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place” and quarantine restrictions. We have taken measures to protect the health and safety of our employees. We have also worked with our customers and suppliers to minimize disruptions, and we support our community in addressing the challenges posed by this ongoing global pandemic.

The COVID-19 pandemic has generally disrupted the operations of our vendors, customers, and prospective customers, and may continue to disrupt their operations, including as a result of travel restrictions and/or business shutdowns, uncertainty in the financial markets, or other harm to their business and financial results. This disruption could result in a reduction to information technology budgets, delayed purchasing decisions, longer sales cycles, extended payment terms, the timing of payments, and postponed or canceled projects, all of which could negatively impact our business and operating results, including sales and cash flows. The ultimate impact of COVID-19, including the impact of any new strains or variants of the virus, on our financial and operating results is unknown and will depend on the length of time that the disruptions to our vendors, customers and prospective customers exist. The full extent of the impact of COVID-19 is unknown but we do not expect the COVID-19 pandemic to have a material impact on our business going forward.

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Our Business Model
We primarily generate revenue through selling licenses to our data and analytics to customers over an entirely cloud-based platform via fixed price subscription and usage-based contracts. Data licensing subscriptions and minimum commitment usage-based contracts provide a large recurring revenue base for our business with a low incremental cost to serve each additional customer. Payment terms of our customer agreements are most commonly in advance on an either quarterly or annual basis, although a small number of large contracts have required payment terms that are monthly or quarterly in arrears. We also generate an immaterial amount of revenue from sales of third-party imagery, professional services, and customer support.

We employ a “land-and-expand” go-to-market strategy with the goal to deliver increasing value to our customers and generate more revenue with each customer over time by expanding the scope of the services we offer. We work closely with our customers and partners to enable their early success, both from an account management and technical management perspective. Deeper adoption from our customers comes in many forms, including more users, more area coverage, and more advanced software analytics capabilities.

Two key elements of our growth strategy include scaling in existing verticals and expanding into new verticals.

Scaling in Existing Verticals:
We plan to invest in sales, marketing and software solutions to drive our expansion within our existing customer base and further penetrate verticals that are early adopters of geospatial data, such as Civil Government, Agriculture, Defense & Intelligence, and Mapping. In addition, we plan to invest in expanding the analytic tools we make available to these customers with the goal of increasing the services we provide to these customers and more deeply embed our data and analytics into their business intelligence systems.
Expansion into New Verticals:
We plan to invest in our software engineering teams to develop solutions to address use cases in emerging markets in our industry such as Energy & Infrastructure, Finance & Insurance, and Consumer Packaged Goods. In addition, to expand our reach within vertical markets, we intend to leverage our open data platform with specific vertical partners to deliver vertical market-specific solutions. We believe our increased investment in developing software analytics solutions has the potential to accelerate the usage of our data and analytics across broader audiences.
Factors Affecting the Results of Operations
We believe that our financial condition and result of operations have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below, in Part II, Item 1A “Risk Factors” of this Quarterly Report and in Part I, Item 1A, “Risk Factors” of our 2022 Form 10-K.
Continuing to Acquire New Customers
Attracting new customers is an important factor affecting our future growth and operating performance. We believe our ability to attract customers will be driven by our ability to continue to improve our data and offer software and analytic solutions that make our data easier to consume and integrate into our customers’ workflows, our success in offering new data sets and products to solve customer problems, increases in our global sales presence and increases in our marketing investments. We plan to invest in making our data more digestible and accessible to non-technical business users and build solutions to address more use cases and expand our addressable market. As a result of this strategy, we anticipate our research and development expenditures will increase in the near term. In addition, to expand our reach with customers, we intend to partner with independent software vendors and solution providers who are building vertical market-specific solutions. While we have customers and partners today in many markets, we believe that our increased investment in developing software analytics solutions has the potential to accelerate the usage of our data and analytics across broader audiences.
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Retention and Expansion of Existing Customers
We are focused on increasing customer retention and expanding revenue with existing customers because this will affect our financial results, including revenues, gross profit, operating loss, and operating cash flows. To increase customer retention and expansion of revenue from existing customers, we are making a number of investments in our operations. Areas of investment that affect customer retention and expansion include our customer success function, continuous improvements to our existing data, and the software tools and analytic tools that make our data easier to consume. Additionally, customer retention and expansion is driven by the speed with which our customers realize the value of our data once they become customers, our ability to cross-sell our different products to our existing customers and our ability to offer new products to our customers. As a result of the foregoing, we anticipate our cost of revenue, operating expenses, and capital expenditures will continue to increase and consequently, we are likely to experience losses in the near term, delaying our ability to achieve profitability and adversely affecting cash flows.
Developing New Sensors and Data Sets
We expect that our ability to provide new data sets through new sensors and new proprietary data will be an important factor for our long-term growth and future market penetration. We believe offering new data sets and fusing new data sets with our existing data sets will enable us to deliver greater value to our existing customers and help us attract new customers. This may require significant investment in technology and personnel and result in increased research and development costs as well as costs of revenue.
Investment Decisions
We regularly review our existing customers and target markets to determine where we should invest in our product and technology roadmap, both for our space systems engineering to enable new geospatial coverage models, as well as our software engineering focused on providing sophisticated analytics models and tools to service an expanding set of markets and use cases. Our financial performance relies heavily on effective balance between driving continued growth, maintaining technology leadership, and improving margins across the business.
Seasonality
We have experienced, and expect to continue to experience, seasonality in our business and fluctuations in our operating results due to customer behavior, buying patterns and usage-based contracts. For example, we typically have customers who increase their usage of our data services when they need more frequent data monitoring over broader areas during peak agricultural seasons, during natural disasters or other global events, or when commodity prices are at certain levels. These holders were entitledcustomers may expand their usage and then subsequently scale back. We believe that the seasonal trends that we have experienced in the past may occur in the future. To the extent that we experience seasonality, it may impact our operating results and financial metrics, as well as our ability to forecast future operating results and financial metrics. Additionally, when we introduce new products to the market, we may not have sufficient experience in selling certain products to determine if demand for these products are or will be subject to material seasonality.

Key Operational and “piggyback” registration rights. Business Metrics
In addition to the measures presented in our consolidated financial statements, we use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.
ACV and EoP ACV Book of Business
In connection with the calculation of several of the key operational and business metrics we utilize, we calculate Annual Contract Value (“ACV”) for contracts of one year or greater as the total amount of value that a customer has contracted to pay for the most recent 12 month period for the contract. For short-term contracts (contracts less than 12 months), ACV is equal to total contract value.

We will bear the expenses incurredalso calculate EoP ACV Book of Business in connection with the filingcalculation of several of the key operational and business metrics we utilize. We define EoP ACV Book of Business as the sum of the ACV of all contracts that are active on the last day of the period pursuant to the effective dates and end dates of such contracts. Active contracts exclude any such registration statements.

Underwriting Agreement

We grantedcontract that has been canceled, expired prior to the underwriters a 45-day optionlast day of the period without renewing, or for any other reason is not expected to generate revenue in the subsequent period. For contracts ending on the last

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day of the period, the ACV is either updated to reflect the ACV of the renewed contract or, if the contract has not yet renewed or extended, the ACV is excluded from the dateEoP ACV Book of Business. We do not annualize short-term contracts in calculating our EoP ACV Book of Business. We calculate the final prospectus relating ACV of usage-based contracts based on the committed contracted revenue or the revenue achieved on the usage-based contract in the prior 12-month period.
Net Dollar Retention Rate
Nine Months Ended October 31,
20222021
Net Dollar Retention Rate122.6 %98.0 %
We define Net Dollar Retention Rate as the percentage of ACV generated by existing customers in a given period as compared to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any,ACV of all contracts at the Initial Public Offering price, less underwriting discountsbeginning of the fiscal year from the same set of existing customers. We define existing customers as customers with an active contract with Planet. We believe our Net Dollar Retention Rate is a useful metric for investors as it can be used to measure our ability to retain and commissions.grow revenue generated from our existing customers, on which our ability to drive long-term growth and profitability is, in part, dependent. We use Net Dollar Retention Rate to assess customer adoption of new products, inform opportunities to make improvements across our products, identify opportunities to improve operations, and manage go to market functions, as well as to understand how much future growth may come from cross-selling and up-selling customers. Management applies judgment in determining the value of active contracts in a given period, as set forth in the definition of ACV above. Net Dollar Retention Rate increased to 122.6% for the nine months ended October 31, 2022, as compared to 98.0% for the nine months ended October 31, 2021, primarily due to higher renewal value of large government contracts and the expansion of large agricultural customers in the nine months ended October 31, 2022.

Net Dollar Retention Rate including Winbacks

Nine Months Ended October 31,
20222021
Net Dollar Retention Rate including Winbacks124.5 %105.0 %
We report on two metrics for net dollar retention—net retention excluding winbacks and including winbacks. A winback is a previously existing customer who was inactive at the start of the current fiscal year, but has reactivated during the current fiscal year. The underwriter exercised its over-allotment optionreactivation period must be within 24 months from the last active contract with the customer; otherwise, the customer is counted as a new customer and therefore excluded from the retention rate metrics. We define Net Dollar Retention Rate including winbacks as the percentage of ACV generated by existing customers and winbacks in fulla given period as compared to the ACV of all contracts at the beginning of the fiscal year from the same set of existing customers. We believe this metric is useful to investors as it captures the value of customer contracts that resume business with Planet after being inactive and thereby provides a quantification of Planet’s ability to recapture lost business. Management uses this metric to understand the adoption of our products and long-term customer retention, as well as the success of marketing campaigns and sales initiatives in re-engaging inactive customers. Beyond the judgments underlying managements’ calculation of Net Dollar Retention set forth above, there are no additional assumptions or estimates made in connection with Net Dollar Retention Rate including winbacks. Net Dollar Retention Rate including winbacks increased to 124.5% for the nine months ended October 31, 2022, as compared to 105.0% for the nine months ended October 31, 2021, primarily due to higher renewal value of large government contracts and the expansion of large agricultural customers in the nine months ended October 31, 2022.
EoP Customer Count
As of October 31,
20222021
EoP Customer Count864742
We define EoP Customer Count as the total count of all existing customers at the end of the period. We define existing customers as customers with an active contract with us at the end of the reported period. For the purpose of this metric, we define a customer as a distinct entity that uses our data or services. We sell directly to customers, as well as indirectly through our partner network. If a partner does not provide the end customer’s name, then the
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partner is reported as the customer. Each customer, regardless of the number of active opportunities with us, is counted only once. For example, if a customer utilizes multiple products of Planet, we only count that customer once for purposes of EoP Customer Count. A customer with multiple divisions, segments, or subsidiaries are also counted as a single unique customer based on March 9,the parent organization or parent account. We believe EoP Customer Count is a useful metric for investors and management to track as it is an important indicator of the broader adoption of our platform and is a measure of our success in growing our market presence and penetration. Management applies judgment as to which customers are deemed to have an active contract in a period, as well as whether a customer is a distinct entity that uses our data or services. The EoP Customer Count increased to 864 as of October 31, 2022, as compared to 742 as of October 31, 2021.

The underwriters were entitledincrease was primarily attributable to the increased demand for our data as well as the acquisition of VanderSat in December 2021.

Percent of Recurring ACV
As of October 31,
20222021
% Recurring ACV94.0 %94.0 %
Percent of Recurring ACV is the portion of the total EoP ACV Book of Business that is recurring in nature. We define Percent of Recurring ACV as the dollar value of all data subscription contracts and the committed portion of usage-based contracts divided by the total dollar value of all contracts in our ACV Book of Business at a specific point in time. We believe Percent of Recurring ACV is useful to investors to better understand how much of our revenue is from customers that have the potential to renew their contracts over multiple years rather than being one-time in nature. We track Percent of Recurring ACV to inform estimates for the future revenue growth potential of our business and improve the predictability of our financial results. There are no significant estimates underlying management’s calculation of Percent of Recurring ACV, but management applies judgment as to which customers have an active contract at a period end for the purpose of determining ACV Book of Business, which is used as part of the calculation of Percent of Recurring ACV.

Capital Expenditures as a Percentage of Revenue
Three Months Ended October 31,Nine Months Ended October 31,
2022202120222021
Capital Expenditures as Percentage of Revenue6.0 %8.9 %7.8 %9.3 %
We define capital expenditures as purchases of property and equipment plus capitalized internally developed software development costs, which are included in our statements of cash flows from investing activities. We define Capital Expenditures as a Percentage of Revenue as the total amount of capital expenditures divided by total revenue in the reported period. Capital Expenditures as a Percentage of Revenue is a performance measure that we use to evaluate the appropriate level of capital expenditures needed to support demand for our data services and related revenue, and to provide a comparable view of our performance relative to other earth observation companies, which may invest significantly greater amounts in their satellites to deliver their data to customers. We use an agile space systems strategy, which means we invest in a larger number of significantly lower cost satellites and software infrastructure to automate the management of the satellites and to deliver our data to clients. As a result of our strategy and our business model, our capital expenditures may be more similar to software companies with large data center infrastructure costs. Therefore, we believe it is important to look at our level of capital expenditure investments relative to revenue when evaluating our performance relative to other earth observation companies or to other software and data companies with significant data center infrastructure investment requirements. We believe Capital Expenditures as a Percentage of Revenue is a useful metric for investors because it provides visibility to the level of capital expenditures required to operate our business and our relative capital efficiency. Capital Expenditures as a Percentage of Revenue decreased to 6.0% and 7.8% for the three and nine months ended October 31, 2022, as compared to 8.9% and 9.3% for the three and nine months ended October 31, 2021, respectively. The decrease in Capital Expenditures as a Percentage of Revenue was primarily attributable to an underwriting discountincrease in revenue. Capital Expenditures for the three and nine months ended October 31, 2022 as compared to the three and nine ended October 31, 2021 increased. The increase was primarily attributable to an increase in ground station assets, offset in part by a decrease in capitalized internal-use software.
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Components of Results of Operations
Revenue
We derive revenue principally from licensing rights to use our imagery that is delivered digitally through our online platform in addition to providing related services. Imagery licensing agreements vary by contract, but generally have annual or $6.9 millionmulti-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 our imagery or derived imagery data that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content licenses.

We also provide an immaterial 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 our imagery, data and technology. 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 and analytics contracts. Training revenues are recognized as the services are performed.
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, 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. To a lesser extent, cost of revenue includes costs from professional services, including costs paid to subcontractors and certain third-party fees.

We expect cost of revenue to continue to increase as we invest in our delivery organization and future product sets that will likely require higher compute capacity. As we continue to grow our subscription revenue contracts and increase the revenue associated with our analytic capabilities, we anticipate further economies of scale on our satellites and other infrastructure costs as we incur lower marginal cost with each new customer we add to our platform.
Research and Development
Research and development expenditures 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. Fees and funding for our performance of research and development services are recognized as a reduction of research and development expenses based on a cost incurred method.

We continue to iterate on the design of our satellites and the capabilities of our automated operations to optimize for
efficiency and technical capability of each satellite. Satellite costs associated with the design, manufacturing, launch, and commissioning of experimental satellites or other space related research and development activities are expensed as incurred.

We intend to continue to invest in our software platform development, machine learning and analytic tools and applications and new satellite technologies for both the satellite fleet operations and data collection capabilities to drive incremental value to our existing customers and to enable us to expand our traction in emerging markets and with new customers. As a result of the foregoing, we expect research and development expenditures to increase in future periods.
Sales and Marketing
Sales and marketing expenditures primarily include costs incurred to market and distribute our products. Such costs include expenses related to advertising and conferences, sales commissions, salaries, benefits and stock-based compensation for our sales and marketing personnel and sales office expenses. Sales and marketing costs are expensed as incurred.

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We intend to continue to invest in our selling and marketing capabilities in the aggregate, paidfuture and expect this expense to increase in future periods as we look to upsell new product features and expand into new market verticals. Selling and marketing expenses as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of our investments.
General and Administrative
General and administrative expenses include personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally consisting of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative expenses are expensed as incurred.

We expect to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of public companies, and increased costs for insurance, investor relations, and professional services. As a result, we expect that our general and administrative expenses will increase in future periods and vary from period to period as a percentage of revenue, but we expect to realize operating scale with respect to these expenses over time as we grow our revenue.
Interest Income
Interest income primarily consists of interest earned on our cash, cash equivalents and short-term investments. Our cash equivalent and short-term investment portfolio is invested with a goal of preserving our access to capital, and generally consists of money market funds, commercial paper, corporate debt securities and U.S. government and U.S. government agency debt securities.
Interest Expense
Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt issuance costs for our loans. Our debt as of October 31, 2021 included loans with Venture Lending & Leasing, Inc. (“Venture”), an affiliate of Western Technology Investment and our Credit Agreement with Silicon Valley Bank (“SVB”) and Hercules Capital, Inc. (“Hercules”). We repaid our debt in connection with the Business Combination and we had no debt outstanding as of October 31, 2022.
Change in fair value of convertible notes and warrant liabilities
Change in fair value of liabilities includes the change in fair value of warrant liabilities, including the change in fair value of the public and private placement warrant liabilities assumed in connection with the Business Combination, and the change in fair value of our convertible notes, which converted into Class A common stock in connection with the Business Combination. We expect to incur other incremental income or expense for fair value adjustments resulting from warrant liabilities that remain outstanding.
Other Income (Expenses), net
Other income (expenses), net, primarily consists of net gains or losses on foreign currency.
Provision for Income Taxes
Our income tax provision consists of an estimate for U.S. federal and state income taxes, as well as those foreign jurisdictions where we have business operations, based on enacted tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We believe that it is more likely than not that the majority of the U.S. and foreign deferred tax assets will not be realized. Accordingly, we recorded a valuation allowance against our deferred tax assets in these jurisdictions.

Results of Operations
Three months ended October 31, 2022 compared to three months ended October 31, 2021
The following table sets forth a summary of our consolidated results of operations for the interim periods indicated and the changes between such periods.

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  Three Months Ended October 31, 
$
 
%
(in thousands, except percentages) 2022 2021 
Change
 
Change
Revenue$49,704  $31,700 $18,004 57 %
Cost of revenue24,728  20,811 3,917 19 %
Gross profit24,976 10,889 14,087 129 %
Operating expenses
Research and development27,59814,959 12,639 84 %
Sales and marketing 19,38312,441  6,942 56 %
General and administrative 20,62711,800  8,827 75 %
Total operating expenses 67,608 39,200  28,408 72 %
Loss from operations (42,632)(28,311) (14,321)51 %
Interest income2,8538 2,845 35,563 %
Interest expense —(2,612) 2,612 (100)%
Change in fair value of convertible notes and warrant liabilities (19)(10,172) 10,153 (100)%
Other income (expense), net 1(60) 61 (102)%
Total other income (expense), net 2,835 (12,836) 15,671 (122)%
Loss before provision for income taxes (39,797) (41,147) 1,350 (3)%
Provision for income taxes 439394  45 11 %
Net loss $(40,236) $(41,541) $1,305 (3)%
Revenue
Revenue increased $18.0 million, or 57%, to $49.7 million for the three months ended October 31, 2022 from $31.7 million for the three months ended October 31, 2021. The increase was primarily due to net expansion of existing customer contracts of $12.3 million and an increase in total customers worldwide of $5.7 million. EoP Customer Count increased approximately 16% to 864 as of October 31, 2022 from 742 as of October 31, 2021. The increase in total customers and the associated revenue from those customers was largely due to our investment in expanding our sales and marketing teams, and increased usage from our customers in the current period.
Cost of Revenue
Cost of revenue increased $3.9 million, or 19%, to $24.7 million for the three months ended October 31, 2022, from $20.8 million for the three months ended October 31, 2021. The increase was primarily due to a $2.1 million increase in employee related costs, partially due to increased headcount and a $1.1 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the Initial Public Offering. In addition, $0.35 per unit,Business Combination and increased headcount. The increase was also partially due to a $1.0 million increase in hosting costs associated with an increase in archive data and growth in our customer base and a $0.3 million increase in depreciation expense primarily due to an increase in value of depreciating assets in service resulting from additional satellites placed into service.
Research and Development
Research and development expenses increased $12.6 million, or approximately $12.184%, to $27.6 million for the three months ended October 31, 2022, from $15.0 million for the three months ended October 31, 2021. The increase was primarily due to an increase of $11.6 million in employee related expenses, partially due to increased headcount and a $6.2 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the aggregate will be payablerecognition of expense commenced upon the closing of the Business Combination and increased headcount.

Sales and Marketing
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Sales and marketing expenses increased $6.9 million, or 56%, to $19.4 million, for the three months ended October 31, 2022, from $12.4 million for the three months ended October 31, 2021. The increase was primarily due to an increase of $6.4 million in employee related expenses associated with our sales and marketing teams, partially due to increased headcount, increased commission expense, and a $2.5 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the Business Combination and increased headcount.
General and Administrative
General and administrative expenses increased $8.8 million, or 75%, to $20.6 million for the three months ended October 31, 2022, from $11.8 million for the three months ended October 31, 2021. The increase was primarily due to an increase of $6.3 million in employee related expenses, partially due to increased headcount and a $5.0 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the Business Combination and increased headcount. The increase was also partially due to an increase of finance and accounting costs of $1.1 million, primarily due to accounting and consulting fees, an increase of $1.0 million in directors’ and officers’ insurance, and $0.5 million increase in lease expense.

Interest Income
Interest income was $2.9 million for the three months ended October 31, 2022 as compared to an immaterial amount for the three months ended October 31, 2021. The increase was primarily due to our short-term investment balances and an increase in interest rates.

Interest Expense
No interest expense was recognized during the three months ended October 31, 2022 because we had no debt outstanding during the period.
Interest expense for the three months ended October 31, 2021 was related to our credit agreement with SVB and Hercules which we repaid upon completion of the Business Combination.

Change in fair value of convertible notes and warrant liabilities
The change in fair value of convertible notes and warrant liabilities was an immaterial loss for the three months ended October 31, 2022 as compared to a loss of $10.2 million for the three months ended October 31, 2021.
The change in fair value of convertible notes and warrant liabilities during the three months ended October 31, 2022 resulted from the revaluation of the liability classified public and private placement warrants that were assumed in connection with the Business Combination.
The change in fair value of convertible notes and warrant liabilities during the three months ended October 31, 2021 reflects a $6.0 million loss due to the underwriters for deferred underwriting commissions. The deferred fee will become payablerevaluation of the 2020 convertible promissory notes and a $4.8 million loss due to the underwriters fromrevaluation of the amounts held in the Trust Account solely in the event that we completeliability classified preferred stock warrants, offset by a Business Combination, subject$0.6 million gain due to the termsrevaluation of the underwriting agreement.

Venture Tranche B convertible note.

Administrative Services Agreement

Commencing

Other Income (Expense), net
Other income (expense), net, for both of the three month periods ended October 31, 2022 and 2021 primarily consisted of net gains or losses on the date that our securities were first listed on New York Stock Exchange in March 2021foreign currency.

Provision for Income Taxes
Provision for income taxes was $0.4 million for both of three month periods ended October 31, 2022 and continuing until the earlier of our consummation of a Business Combination or our liquidation, we agreed to pay our Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of our management team.2021. For the three months ended MarchOctober 31, 2022 and 2021, the income tax expense was primarily driven by the current tax on foreign earnings. The effective tax rates for the three months ended October 31, 2022 and 2021 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of our U.S. and foreign deferred tax assets and foreign rate differences.
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Nine months ended October 31, 2022 compared to nine months ended October 31, 2021
The following table sets forth a summary of our consolidated results of operations for the interim periods indicated and the changes between such periods.

  Nine Months Ended October 31, 
$
 
%
(in thousands, except percentages) 20222021 
Change
 
Change
Revenue$138,281 $94,063 $44,218 47 %
Cost of revenue73,333 59,757 13,576 23 %
Gross profit64,94834,306 30,642 89 %
Operating expenses
Research and development79,08539,521 39,564 100 %
Sales and marketing 57,72133,691  24,030 71 %
General and administrative 61,12831,939  29,189 91 %
Total operating expenses 197,934105,151  92,783 88 %
Loss from operations (132,986)(70,845) (62,141)88 %
Interest income4,27612 4,264 35,533 %
Interest expense —(7,750) 7,750 (100)%
Change in fair value of convertible notes and warrant liabilities 5,369(11,429) 16,798 (147)%
Other income (expense), net 123(325) 448 (138)%
Total other income (expense), net 9,768(19,492) 29,260 (150)%
Loss before provision for income taxes (123,218)(90,337) (32,881)36 %
Provision for income taxes 907822  85 10 %
Net loss $(124,125)$(91,159) $(32,966)36 %
Revenue
Revenue increased $44.2 million, or 47%, to $138.3 million for the nine months ended October 31, 2022 from $94.1 million for the nine months ended October 31, 2021. The increase was primarily due to net expansion of existing customer contracts of $32.5 million and an increase in total customers worldwide of $11.7 million. EoP Customer Count increased approximately 16% to 864 as of October 31, 2022 from 742 as of October 31, 2021. The increase in total customers and the associated revenue from those customers was largely due to our investment in expanding our sales and marketing teams. The increase in revenue was also attributable to increased usage from our customers in the current period.

Cost of Revenue
Cost of revenue increased $13.6 million, or 23%, to $73.3 million for the nine months ended October 31, 2022, from $59.8 million for the nine months ended October 31, 2021. The increase was primarily due to a $7.6 million increase in employee related costs, partially due to increased headcount and a $3.3 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the Business Combination and increased headcount. The increase was also partially due to a $4.0 million increase in hosting costs associated with an increase in archive data and growth in our customer base and a $1.6 million increase in depreciation expense primarily due to an increase in value of depreciating assets in service resulting from additional satellites placed into service.
Research and Development
Research and development expenses increased $39.6 million, or 100%, to $79.1 million for the nine months ended October 31, 2022, from $39.5 million for the nine months ended October 31, 2021. The increase was primarily due to an increase of $35.1 million in employee related expenses, partially due to increased headcount and a $20.6 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the
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Business Combination and increased headcount. The increase was also partially due to a $1.1 million increase in software and maintenance expenses and a $1.2 million increase in travel and entertainment expenses.

Sales and Marketing
Sales and marketing expenses increased $24.0 million, or 71%, to $57.7 million, for the nine months ended October 31, 2022, from $33.7 million for the nine months ended October 31, 2021. The increase was primarily due to an increase of $18.6 million in employee related expenses associated with our sales and marketing teams, partially due to increased headcount, increased commission expense and a $8.7 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the Business Combination and increased headcount. Also contributing to the increase was a $3.2 million increase in travel and entertainment expenses, a $0.6 million increase in software and maintenance expenses, and a $0.5 million increase in professional services fees.
General and Administrative
General and administrative expenses increased $29.2 million, or 91%, to $61.1 million for the nine months ended October 31, 2022, from $31.9 million for the nine months ended October 31, 2021. The increase was partially due to an increase of $20.8 million in employee related expenses, partially due to increased headcount and a $14.7 million increase in stock-based compensation. The increase in stock-based compensation was primarily due to earn-out shares and restricted stock unit awards for which the recognition of expense commenced upon the closing of the Business Combination and increased headcount. The increase was also partially due to an increase of $3.5 million in directors’ and officers’ insurance, an increase of finance and accounting costs of $2.4 million, primarily due to accounting and consultant fees, and a $0.8 million increase in software and maintenance expenses to support public company infrastructure.

Interest Income
Interest income was $4.3 million for the nine months ended October 31, 2022 as compared to an immaterial amount for the nine months ended October 31, 2021. The increase was primarily due to our short-term investment balances and an increase in interest rates.

Interest Expense
No interest expense was recognized during the nine months ended October 31, 2022 because we had no debt outstanding during the period.
Interest expense for the nine months ended October 31, 2021 was related to our credit agreement with SVB and Hercules which we accrued $10,000repaid upon completion of the Business Combination.

Change in fair value of convertible notes and warrant liabilities
The change in fair value of convertible notes and warrant liabilities increased $16.8 million to a gain of $5.4 million for the nine months ended October 31, 2022, from a loss of $11.4 million for the nine months ended October 31, 2021.
The change in fair value of convertible notes and warrant liabilities during the nine months ended October 31, 2022 reflects a $5.4 million gain due to the revaluation of the liability classified public and private placement warrants that were assumed in connection with the Business Combination.
The change in fair value of convertible notes and warrant liabilities during the nine months ended October 31, 2021 reflects a $9.1 million loss due to the revaluation of the 2020 convertible promissory notes and a $2.7 million loss due to the revaluation of the liability classified preferred stock warrants, offset by a $0.4 million gain due to the revaluation of the Venture Tranche B convertible note.

Other Income (Expense), net
Other income (expense), net, for both of the nine month periods ended October 31, 2022 and 2021 primarily consisted of net gains or losses on foreign currency.

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Provision for Income Taxes
Provision for income taxes was $0.9 million and $0.8 million for the nine months ended October 31, 2022 and 2021, respectively. For the nine months ended October 31, 2022 and 2021, the income tax expense was primarily driven by the current tax on foreign earnings. The effective tax rates for the nine months ended October 31, 2022 and 2021 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of our U.S. and foreign deferred tax assets and foreign rate differences.

Non-GAAP Information
This Quarterly Report on Form 10-Q includes Non-GAAP Gross Profit and Adjusted EBITDA, which are non-GAAP performance measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe Non-GAAP Gross Profit and Adjusted EBITDA are useful in evaluating our operating performance, as they are similar to measures reported by our public competitors and are regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.

Non-GAAP Gross Profit and Adjusted EBITDA are non-GAAP measures, and are additions, not substitutes for or superior to, measures of financial performance prepared in accordance with U.S. GAAP and should not be considered as an alternative to gross profit, net income, operating income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of liquidity. Further, Non-GAAP Gross Profit and Adjusted EBITDA are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly-titled measures presented by other companies. We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and facilitates comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

We include these non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.

Non-GAAP Gross Profit excludes stock-based compensation expenses that are classified as cost of revenue from gross profit, which is required in accordance with U.S. GAAP. Non-GAAP Gross Profit also excludes amortization of acquired intangible assets related to business combinations, which is a non-cash expense required in accordance with U.S. GAAP. Adjusted EBITDA excludes certain expenses from net income (loss) that are required in accordance with U.S. GAAP. We exclude in this calculation certain non-cash expenses, such servicesas depreciation and amortization, stock-based compensation and change in fair value of convertible notes and warrant liabilities, and expenses that are considered unrelated to our underlying business performance, such as interest income, interest expense, and taxes.
Non-GAAP Gross Profit
We define and calculate Non-GAAP Gross Profit as gross profit adjusted for stock-based compensation and amortization of acquired intangible assets classified as cost of revenue, and Non-GAAP Gross Margin percentage as the percentage of Non-GAAP Gross Profit to revenue as outlined in the accompanyingreconciliation below.

The table below reconciles our Gross Profit (the most directly comparable U.S. GAAP measure) to Non-GAAP Gross Profit, for the periods indicated:

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  Three Months Ended October 31,Nine Months Ended October 31,
(in thousands, except percentages) 2022202120222021
Gross Profit $24,976 $10,889 $64,948 $34,306 
Cost of revenue—Stock-based compensation 1,317 226 3,992 688 
Amortization of acquired intangible assets366 — 1,163 — 
Non-GAAP Gross Profit $26,659  $11,115  $70,103 $34,994 
Gross Margin percentage 50 % 34 % 47 %36 %
Non-GAAP Gross Margin percentage 54 % 35 % 51 %37 %
Adjusted EBITDA
We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax expense and depreciation and amortization, and further adjusted for the following items: stock-based compensation, change in fair value of convertible notes and warrant liabilities, gain or loss on the extinguishment of debt and non-operating income and expenses such as foreign currency exchange gain or loss, as outlined in the reconciliation below.

The table below reconciles our net loss (the most directly comparable U.S. GAAP measure) to Adjusted EBITDA for the periods indicated:

  Three Months Ended October 31,Nine Months Ended October 31,
(in thousands) 2022202120222021
Net loss $(40,236)$(41,541)$(124,125)$(91,159)
Interest expense —2,612—7,750
Interest income (2,853)(8)(4,276)(12)
Income tax provision 439394907822
Depreciation and amortization 10,78511,34933,99733,865
Change in fair value of convertible notes and warrant liabilities 1910,172(5,369)11,429
Stock-based compensation 19,4384,64359,84112,619
Other (income) expense (1)60(123)325
Adjusted EBITDA $(12,409) $(12,319)$(39,148)$(24,361)
There are a number of limitations related to the use of Adjusted EBITDA, including:
•Adjusted EBITDA excludes stock-based compensation, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
•Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated and amortized will have to be replaced in the future;
•Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us;
•Adjusted EBITDA does not reflect income tax expense that reduces cash available to us; and
•the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similar measures when they report their operating results.
Liquidity and Capital Resources

Since inception, we have incurred net losses and negative cash flows from operations. Our operations have historically been primarily funded by the net proceeds from the sale of our equity securities and borrowings under credit facilities, as well as cash received from our customers. We currently have no debt outstanding.

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations, including debt obligations, and other commitments, with cash flows from operations and other sources of funding. Our current working capital needs
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relate mainly to our continued development of our platform and product offerings in new markets, as well as compensation and benefits of our employees. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.

As of October 31, 2022 and January 31, 2022, we had $199.1 million and $490.8 million, respectively, in cash and cash equivalents. Additionally, as of October 31, 2022, we had short-term investments of $226.2 million which are highly liquid in nature and available for current operations. There were no short-term investments as of January 31, 2022. We believe our anticipated operating cash flows together with our cash on hand provide us with the ability to meet our obligations as they become due during the next 12 months.

We expect our capital expenditures and working capital requirements to continue to increase in the foreseeable future as we seek to grow our business. We could also need additional cash resources due to significant acquisitions, an accelerated manufacturing timeline for new satellites, competitive pressures or regulatory requirements. To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financial covenants that would restrict our operations. We cannot assure you that any such equity or debt financing will be available on favorable terms, or at all. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in software and market expansion efforts or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

As of October 31, 2022, our principal contractual obligations and commitments include lease obligations for real estate and ground stations, purchase commitments for future satellite launch services, and minimum purchase commitments for hosting services from Google, LLC. Refer to Notes 6, 9, and 12 to our unaudited condensed balanceconsolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding these cash requirements.

We do not engage in any off-balance sheet as of March 31, 2021.

Our Sponsor, executive officers and directors,activities or have any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connectionarrangements or relationships with activities on our behalfunconsolidated entities, such as identifying potential target businessesvariable interest, special purpose, and performing due diligence on suitable business combinations. Our audit committee will review onstructured finance entities.


Statement of Cash Flows
The following tables present a quarterly basis all payments that were made to our Sponsor, executive officers or directors, orsummary of cash flows from operating, investing and financing activities for the Company’s or their affiliates.

following comparative periods. For additional detail, please see the unaudited condensed consolidated statements of cash flows as presented within the unaudited condensed consolidated financial statements.

  Nine Months Ended October 31,
(in thousands) 20222021
Net cash provided by (used in)  
Operating activities $(59,118)$(21,016)
Investing activities $(237,478)$(9,183)
Financing activities $6,377 $19,513 
Net cash used in operating activities
Net cash used in operating activities for the nine months ended October 31, 2022, primarily consisted of the net loss of $124.1 million, adjusted for non-cash items and changes in operating assets and liabilities. Non-cash items primarily included depreciation and amortization expense of $34.0 million and stock-based compensation expense of $59.8 million, which was offset by a change in fair value of warrant liabilities of $5.4 million. The net change in operating assets and liabilities primarily consisted of a $19.4 million decrease in deferred revenue, a $8.6 million decrease in accounts payable, accrued and other liabilities and a $9.5 million increase in prepared expenses and other assets, which was offset by a $15.2 million decrease in accounts receivable.
Net cash used in operating activities for the nine months ended October 31, 2021, primarily consisted of the net loss of $91.2 million, adjusted for non-cash items and changes in operating assets and liabilities. Non-cash items included depreciation and amortization expense of $33.9 million, stock-based compensation expense of $12.6 million and a change in fair value of warrant liabilities and convertible notes of $11.4 million. The net change in operating assets and liabilities primarily consisted of a $32.3 million decrease in accounts receivable, a $2.0 million increase in accounts payable, accrued and other liabilities and a $6.8 million increase in deferred hosting costs,
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which was offset by a $17.4 million decrease in deferred revenue and $12.9 million increase in prepaid expenses and other assets.
Net cash used in investing activities
Net cash used in investing activities for the nine months ended October 31, 2022, primarily consisted of purchases of property and equipment of $9.0 million, capitalized internal-use software costs of $1.7 million and purchases of available-for-sale securities of $239.3 million, partially offset by maturities of available-for-sale securities of $13.0 million.
Net cash used in investing activities for the nine months ended October 31, 2021, primarily consisted of purchases of property and equipment of $6.1 million and capitalized internal-use software costs of $2.7 million.
Net cash provided by financing activities
Net cash provided by financing activities for the nine months ended October 31, 2022, primarily consisted of proceeds from the exercise of common stock options of $10.9 million, which was partially offset by payment of tax withholding obligations for vesting of restricted stock units of $4.3 million.

Net cash provided by financing activities for the nine months ended October 31, 2021, consisted of proceeds from the exercise of common stock options of $24.8 million, inclusive of an early exercise of $17.9 million in July 2021, which was partially offset by payment of deferred transaction costs of $5.3 million.

Critical Accounting Policies and Estimates

This management’s

Our discussion and analysis of our financial condition and results of operations isare based onupon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assetsrelated disclosures. The accounting policies that have been identified as critical to our business operations and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances,understanding the results of which form the basis for making judgments about the carrying valuesour operations pertain to revenue recognition, stock-based compensation and common stock valuations, public and private placement warrant liabilities, property and equipment and long-lived assets, goodwill, and income taxes. The application of assets and liabilities that are not readily apparent from other sources. Actual results may differ fromeach of these estimates under different assumptions or conditions. We have identified the following as its critical accounting policies:

Investments Heldpolicies and estimates is discussed in the Trust Account

Our portfolioPart II, Item 7, “Management’s Discussion and Analysis of investments is comprised solelyFinancial Condition and Results of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. Our investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or

subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outsideOperations” of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 31,055,758 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net Loss Per Common Share

Net income (loss) per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,833,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented.

Our unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock for the three months ended March 31, 2021 is calculated by dividing the net gain from investments held in the Trust Account of approximately $51,000, net of applicable franchise taxes of approximately $50,000 for the three months ended March 31, 2021, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the three months ended March 31, 2021 is calculated by dividing the general and administration expenses of approximately $273,000, offering costs associated with derivative warrant liabilities of approximately $711,000, loss upon issuance of Private Placement Warrants of approximately $14.1 million, and change in fair value of derivative warrant liabilities of approximately $495,000, resulting in a net loss of approximately $14.6 million, by the weighted average number of Class B common stock outstanding for the period.

2022 Form 10-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Accounting Election


We qualify asare an “emerging growth company” and underwithin the meaning of the Securities Act, as modified by the JOBS Act, are allowedand have elected to complytake advantage of the benefits of the extended transition period for complying with new or revised accounting pronouncements based on the effective datestandards. We expect to use this extended transition period for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not complycomplying with new or revised accounting standards onuntil the relevant dates on which adoptionearlier of such standards is required the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided for non-emerging growth companies. As a result,in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements asresults of another public company effective dates.

Additionally,that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.


In addition, we are in the process of evaluating the benefits of relyingintend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emergingemerging growth company,” we choose to rely on such exemptions we mayare not be required to, among other things, (i)things: (a) provide an auditor’s attestation report on our system of internal controlscontrol over financial reporting pursuant to Section 404, (ii)404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the auditAct; and the financial statements (auditor discussion and analysis) and (iv)(c) disclose certain executive compensation relatedcompensation-related items such as the correlation between executive compensation and performance and comparisonscomparison of the CEO’sChief Executive Officer’s compensation to median employee compensation. These exemptions

We will apply for a periodremain an emerging growth company under the JOBS Act until the earliest of five years(a) the last day of our first fiscal year following the completionfifth anniversary of dMY IV’s initial public offering, (b) the last date of the fiscal year in which our total annual gross revenue is at least $1.07 billion, (c) the last date of the fiscal year in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which would occur if at least $700.0 million of our Initial Public Offeringoutstanding securities were held by non-affiliates as of the last business day of the second fiscal quarter of such
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year or until(d) the date on which we are no longer an “emerging growth company,” whichever is earlier.

have issued more than $1.0 billion in non-convertible debt securities during the previous three years.


Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

Refer to Note 2 in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on February 5, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Our management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

Asstatements included in Part I, Item 1 of March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

this Form 10-Q for more information regarding recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2have in the past and may in the future be exposed to certain market risks, including foreign currency exchange risk, interest rate risk and inflation risk, in the ordinary course of our business. For information relating to quantitative and qualitative disclosures about these market risks, refer to Item 7A “Quantitative and Qualitative Disclosures About Market Risk” contained in Part II of our 2022 Form 10-K. With the exception of the Exchange Act and below, our exposure to market risk has not changed materially since January 31, 2022.
As of October 31, 2022, we had $226.2 million of short-term investments, consisting of available-for-sale securities. The available-for-sale securities are not requiredrecorded at fair market value with unrealized gains or losses resulting from changes in fair value reported as a component of Other comprehensive income (loss), net of tax, We also had $69.2 million of cash equivalents that are comprised primarily of money market funds. We determined that, based on the composition of our investment portfolio, there was no material interest rate risk exposure to provide the information otherwise required under this item.

our condensed consolidated financial statements or liquidity as of October 31, 2022.

Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures

Under the supervision and


Our management, with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation ofevaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level, due solely to the material weakness in our internal control over financial reporting,) as of the end of the period covered by this Quarterly Report due solely to the significant change in the accounting treatment ofon Form 10-Q, and have concluded that, based on such evaluation, our warrants. As described in the Notes to Financial Statements under Item 1 of this Quarterly Report, the accounting treatment of our warrants for the reporting period covered by this Quarterly Report is significantly different from the accounting treatment of such securities for our prior financial reporting periods as reflected in our financial statements previously filed with the SEC. We have performed additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosuredisclosure controls and procedures are designedwere effective as of October 31, 2022 at the reasonable assurance level to ensure that information required to be disclosed by us in ourthe reports that we file or submit under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officerofficers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting


There waswere no changechanges in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarterthree months ended MarchOctober 31, 2021, covered by this Quarterly Report on Form 10-Q2022 that has have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.


Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. 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. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

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Part II – OTHER INFORMATION

- Other Information

Item 1.1 Legal Proceedings

None.


In the ordinary course of business, we are involved in various pending and threatened litigation matters. In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and could adversely affect our business. In addition, from time to time, we may receive letters or other forms of communication asserting claims against us. We are not currently a party to any material legal proceedings.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our prospectus dated March 4, 2021 filed with the SEC on March 8, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there


There have been no material changes to our assessment of the risk factors disclosed in our prospectus dated March 4, 2021 filed2022 Form 10-K, except for the additional disclosure provided below.

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

Our cash equivalent and investment portfolio is invested with a goal of preserving our access to capital, and generally consists of money market funds, commercial paper, corporate debt securities, U.S. government and U.S. government agency debt securities. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. However, volatility in the SEC on March 8, 2021. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings withglobal financial markets can negatively impact the SEC.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on ourinvestments. If financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Financemarkets experience volatility, investments in some financial instruments may pose risks arising from market liquidity and Acting Chief Accountant of the SEC together issued a statement regarding the accountingcredit concerns. Our investments are designated as available-for-sale and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 6,900,000 public warrants and 5,933,333 private placement warrants, and determined to classify the warrants as derivative liabilities measuredcarried at fair value with changes in fair value each periodreporting period. Unrealized gains and losses are excluded from earnings and are reported in earnings.

Asas a result, included on our balance sheet ascomponent of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”)Other comprehensive income (loss), provides fornet of tax, until the remeasurement ofsecurity is sold, the security has matured, or we determine that the fair value of such derivatives at each balance sheet date, withthe security has declined below its adjusted cost basis and the decline is not due to a resulting non-cash gaincredit loss. Although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions, market liquidity or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement,credit availability, and can provide no assurance that our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that weinvestment portfolio will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as liability, which may make it more difficult for us to consummate an initial business combination with a target business.

remain materially unimpaired.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales

On December 16, 2020, our Sponsor paid an aggregate


None, other than the shares repurchased pursuant to net settlement by employees in satisfaction of $25,000 for certain offering costs on our behalf in exchange for issuanceincome tax withholding obligations incurred through the vesting of 7,187,500 Class B commonrestricted stock (the “Founder Shares”). In February, 2021, our Sponsor transferred 25,000 founder shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, our director nominees, resulting in our sponsor holding 7,112,500 founder shares. On March 4, 2021, we effected a 1:1.2 stock split of our Class B common stock, resulting in an aggregate of 8,625,000 Founder Shares outstanding of which 8,550,000 are held by our Sponsor. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 4, 2021, the underwriter exercised its over-allotment option in full.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

In connection with the Initial Public Offering, we incurred offering costs of approximately $19.6 million (including deferred underwriting commissions of approximately $12.1 million). Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $345.0 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement Units (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

awards.

Item 3. Defaults Upon Senior Securities

None.


Not applicable.

Item 4. Mine Safety Disclosures


Not applicable.


Item 5. Other Information


None.

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Item 6. Exhibits.

Exhibits


Exhibit

Number

Description

31.1
31.2
32.1*
32.2*Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*

These certifications are furnished to the SECadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of

32.2*
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Inline XBRL)


*    Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th day of June 2021.

authorized.
Date: December 14, 2022
DMY TECHNOLOGY GROUP, INC. IV
By:

/s/ Niccolo de Masi

PLANET LABS PBC
Name:Niccolo de Masi
Title:By:/s/ Ashley Johnson
Ashley Johnson
Chief ExecutiveFinancial and Operating Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)




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