SEC Form S-8 filed by Planet Labs PBC
$PL
Radio And Television Broadcasting And Communications Equipment
Technology
As filed with the Securities and Exchange Commission on March 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Planet Labs PBC
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 85-4299396 (I.R.S. Employer Identification No.) | ||||
645 Harrison Street, Floor 4 San Francisco, California 94107 (415) 829-3313 | 94107 | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Planet Labs PBC 2021 Incentive Award Plan
Planet Labs PBC 2021 Employee Stock Purchase Plan
(Full title of the plan)
Thomas Murphy
General Counsel
Planet Labs PBC
645 Harrison Street, Floor 4
San Francisco, California 94107
(Name and address of agent for service)
(415) 728-8247
(Telephone number, including area code, of agent for service)
Copies to:
Katharine A. Martin
Gordon W. Grafft
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTION
This Registration Statement on Form S-8 is being filed by Planet Labs PBC (the “Registrant”) to register an additional 15,004,764 shares of the Registrant’s Class A common stock, par value $0.0001 per share, issuable under Planet Labs PBC 2021 Incentive Award Plan (the “2021 Plan”) and an additional 3,000,952 shares of the Registrant’s Class A common stock, par value $0.0001 per share, issuable under Planet Labs PBC 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of each of the 2021 Plan and the 2021 ESPP that provide for an automatic annual increase in the number of shares reserved for issuance under these respective plans.
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2022 (Registration No. 333-262734), March 30, 2023 (Registration No. 333-270998) and March 29, 2024 (Registration No. 333-278357) which relate to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference and made a part hereof, in each case to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
EXHIBIT INDEX
Exhibit | Description | |||||||
4.1 | ||||||||
4.2 | ||||||||
| 4.3# | ||||||||
| 4.4# | ||||||||
5.1* | ||||||||
| 23.1* | ||||||||
23.2* | ||||||||
23.3* | ||||||||
24.1* | ||||||||
107.1* | ||||||||
* Filed herewith
# Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 26th day of March, 2025.
| PLANET LABS PBC | |||||||||||
| By: | /s/ William Marshall | ||||||||||
| Name: | William Marshall | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
Each person whose signature appears below constitutes and appoints William Marshall and Ashley Johnson as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement on Form S-8 (and any additional registration statement that is to be effective upon filing under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities held on the dates indicated.
| Signature | Title | Date | ||||||||||||
/s/ William Marshall William Marshall | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | March 26, 2025 | ||||||||||||
/s/ Ashley Johnson Ashley Johnson | President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 26, 2025 | ||||||||||||
/s/ Robert Schingler, Jr. Robert Schingler, Jr. | Director | March 26, 2025 | ||||||||||||
/s/ Carl Bass Carl Bass | Director | March 26, 2025 | ||||||||||||
/s/ Ita Brennan Ita Brennan | Director | March 26, 2025 | ||||||||||||
/s/ Niccolo de Masi Niccolo de Masi | Director | March 26, 2025 | ||||||||||||
/s/ Vijaya Gadde Vijaya Gadde | Director | March 26, 2025 | ||||||||||||
/s/ J. Heidi Roizen J. Heidi Roizen | Director | March 26, 2025 | ||||||||||||
/s/ Kristen Robinson Kristen Robinson | Director | March 26, 2025 | ||||||||||||
/s/ John W. Raymond John W. Raymond | Director | March 26, 2025 | ||||||||||||