| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on July 7, 2021, dMY Technology Group, Inc. IV, a Delaware corporation (“dMY IV,” “we,” “us,” “our” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among dMY IV, Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”), and Planet Labs Inc., a Delaware corporation (“Planet”). Pursuant to the Merger Agreement, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the First Merger as a wholly owned subsidiary of dMY IV, and, at Planet’s election, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation may merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of dMY IV. In addition, dMY IV will be renamed “Planet Labs PBC” (“New Planet”) in connection with the consummation of the Business Combination. Concurrently with the execution of the Merger Agreement, the Company entered into certain subscription agreements, each dated as of July 7, 2021 (the “Initial Subscription Agreements”), with certain investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 20,000,000 shares of Class A common stock of dMY IV for $10.00 per share, for an aggregate purchase price of $200,000,000 (the “Initial PIPE Investment”).
On September 13, 2021, dMY IV entered into subscription agreements (the “Additional Subscription Agreements”) with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) (the “Subscribers”) on substantially similar terms as the Subscription Agreements, pursuant to which the Subscribers agreed to purchase, and dMY IV agreed to sell to the Subscribers, an aggregate of 5,200,000 shares (the “Additional PIPE Shares”). The purchase price for the Additional PIPE Shares will be $10.00 per share, for a maximum aggregate purchase price of $52 million (the “Additional PIPE Investment”), and will close concurrently with the Initial PIPE Investment.
The closing of the sale of Additional PIPE Shares pursuant to the Additional Subscription Agreement is conditioned upon, among other things, customary closing conditions and the consummation of the Business Combination. The consummation of the Business Combination is conditioned upon, among other things, dMY IV having a minimum of $250 million available to it at the closing of the Business Combination (the “Minimum Cash Closing Condition”) (though this condition may be waived by Planet). The Minimum Cash Closing Condition is expected to be satisfied by the Initial PIPE Investment and the Additional PIPE Investment.
The foregoing description of the Additional Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Additional Subscription Agreement, a form of which is filed as Exhibit 10.1 hereto and which is incorporated by reference herein.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of dMY IV common stock in connection with the Additional PIPE Investment is incorporated by reference herein. The shares of common stock issuable in connection with the Additional PIPE Investment will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
| Item 7.01. | Regulation FD Disclosure. |
On September 16, 2021, dMY IV and Planet issued a joint press release announcing the execution of the Additional Subscription Agreements described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Notwithstanding the foregoing, information contained on the websites of dMY IV, Planet or any of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report on Form 8-K.
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