SEC Form SC 13G filed by dMY Technology Group Inc. IV
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Planet Labs PBC
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
72703X106
(CUSIP Number)
December 7, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 2 of 8 |
| 1 |
NAMES OF REPORTING PERSONS
Google LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) ☐ b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | SOLE VOTING POWER
31,942,641(1) | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
31,942,641(2) | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,942,641(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.2%(4) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Consists of 31,942,641 shares of Class A common stock, par value $0.0001 per share, of the Issuer (as defined below) (“Class A Common Stock”) held directly by Google LLC. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares. |
| (2) | Consists of 31,942,641 shares of Class A Common Stock held directly by Google LLC. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares. |
| (3) | The Reporting Persons (as defined below) disclaim beneficial ownership in the shares of Class A Common Stock reported herein except to the extent of their pecuniary interest therein. |
| (4) | The percentages used herein are calculated based upon the 241,542,778 shares of Class A Common Stock outstanding after giving effect to the transactions consummated on December 7, 2021, including the mergers and other transactions contemplated by the merger agreement, dated July 7, 2021, between the Issuer (f/k/a dMY Technology Group, Inc. IV), Photon Merger Sub Inc., Photon Merger Sub Two, LLC and Planet Labs Inc. (together, the “Transactions”), the redemption of 689,670 shares sold in the Issuer’s initial public offering (the “Redemption”), and the consummation of the purchase of 25,200,000 newly issued shares of Class A Common Stock by certain investors (the “PIPE Investment”), as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021. |
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 3 of 8 |
| 1 |
NAMES OF REPORTING PERSONS
XXVI Holdings Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) ☐ b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | SOLE VOTING POWER
31,942,641(1) | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
31,942,641(2) | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,942,641(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.2%(4) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Consists of 31,942,641 shares of Class A Common Stock held directly by Google LLC. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares. |
| (2) | Consists of 31,942,641 shares of Class A Common Stock held directly by Google LLC. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares. |
| (3) | The Reporting Persons disclaim beneficial ownership in the shares of Class A Common Stock reported herein except to the extent of their pecuniary interest therein. |
| (4) | The percentages used herein are calculated based upon the 241,542,778 shares of Class A Common Stock outstanding after giving effect to the Transactions, the Redemption, and the PIPE Investment, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021. |
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 4 of 8 |
| 1 |
NAMES OF REPORTING PERSONS
Alphabet Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) ☐ b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | SOLE VOTING POWER
31,942,641(1) | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
31,942,641(2) | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,942,641(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.2%(4) | |||||
| 12 | TYPE OF REPORTING PERSON
CO, HC | |||||
| (1) | Consists of 31,942,641 shares of Class A Common Stock held directly by Google LLC. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares. |
| (2) | Consists of 31,942,641 shares of Class A Common Stock held directly by Google LLC. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares. |
| (3) | The Reporting Persons disclaim beneficial ownership in the shares of Class A Common Stock reported herein except to the extent of their pecuniary interest therein. |
| (4) | The percentages used herein are calculated based upon the 241,542,778 shares of Class A Common Stock outstanding after giving effect to the Transactions, the Redemption, and the PIPE Investment, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021. |
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 5 of 8 |
Item 1. (a) Name of Issuer:
Planet Labs PBC (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
645 Harrison Street, Floor 4
San Francisco, California 94107
Item 2. (a) Name of Person Filing:
This Schedule 13G is being filed by each of the following persons (each a “Reporting Person,” and together, the “Reporting Persons”):
Google LLC
XXVI Holdings Inc.
Alphabet Inc.
Each of Google LLC, XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the securities owned directly by Google LLC. The Reporting Persons disclaim beneficial ownership in the shares of Class A Common Stock reported herein except to the extent of their pecuniary interest therein.
(b) Address or Principal Business Office, or, if None, Residence:
The address of the principal business office for each of the Reporting Persons is:
1600 Amphitheatre Parkway
Mountain View, CA 94043
(c) Citizenship:
Google LLC is a Delaware limited liability company, XXVI Holdings Inc. is a Delaware corporation, and Alphabet Inc. is a Delaware corporation.
(d) Title of Class of Securities:
Class A Common Stock, $0.0001 par value
(e) CUSIP Number:
72703X106
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing are:
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See the responses to row 9 on the attached cover pages for each Reporting Person.
(b) Percent of class: See the responses to row 11 on the attached cover pages for each Reporting Person.
(c) Number of shares as to which such person has:
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 6 of 8 |
| (i) | Sole power to vote or to direct the vote: See the responses to row 5 on the attached cover pages for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: See the responses to row 6 on the attached cover pages for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of: See the responses to row 7 on the attached cover pages for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: See the responses to row 8 on the attached cover pages for each Reporting Person. |
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 17, 2021
| GOOGLE LLC | ||
| By: | /s/ Kathryn Hall | |
| Name: | Kathryn Hall | |
| Title: | Assistant Secretary | |
| XXVI HOLDINGS INC. | ||
| By: | /s/ Kathryn Hall | |
| Name: | Kathryn Hall | |
| Title: | Assistant Secretary | |
| ALPHABET INC. | ||
| By: | /s/ Kathryn Hall | |
| Name: | Kathryn Hall | |
| Title: | Assistant Secretary | |
| CUSIP No. 72703X106 | SCHEDULE 13G | Page 8 of 8 |
EXHIBIT INDEX
The following exhibits are filed herewith as part of this Schedule 13G:
| Exhibit Number |
Exhibit | |
| 99.1 | Joint Filing Agreement | |