Planet Labs PBC 8-K, filed Dec 6, 2021
Planet Labs PBC (PL)
About this 8-K
Planet Labs PBC filed this 8-K on December 6, 2021, reporting on events of December 3, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| Class A common stock, par value $0.0001 per share |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 3, 2021, dMY Technology Group, Inc. IV, a Delaware corporation (“dMY IV” or “the Company”), held a special meeting of stockholders (the “Special Meeting”) in connection with its proposed business combination with Planet Labs Inc. At the Special Meeting, a total of 32,757,686 (75.96%) of dMY IV’s issued and outstanding shares of common stock held of record as of October 19, 2021, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. dMY IV’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1 | The Business Combination Proposal. To consider and vote upon a proposal to approve the agreement and plan of merger, dated as of July 7, 2021 (as may be amended and/or restated from time to time, 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; and Planet Labs Inc., a Delaware corporation (“Planet”); and the transactions contemplated thereby, pursuant to which First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the merger as a wholly owned subsidiary of dMY IV, and, pursuant to Planet’s election under the Merger Agreement, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into dMY IV (the “Second Merger” and together with the First Merger, the “Business Combination” and such proposal, the “Business Combination Proposal”), with dMY IV surviving the merger: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 32,751,055 |
538 | 4,093 | N/A |
| 2. | The Charter Proposals. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the new certificate of incorporation of dMY IV, as follows: |
Proposal No. 2 (A). A proposal to approve and adopt the second amended and restated certificate of incorporation of dMY IV (the “Proposed Charter”), which will replace dMY IV’s amended and restated certificate of incorporation, dated March 4, 2021 (the “Current Charter”) and will be in effect upon the closing of the Business Combination (the “Closing”) (“Charter Proposal A”):
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 31,276,616 | 1,473,042 | 6,028 | N/A |
Proposal No. 2 (B). A proposal to (i) approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of dMY IV Class A common stock from 380,000,000 shares to 570,000,000 shares of New Planet Class A common stock and the total number of authorized shares from 401,000,000 shares to 631,500,000 shares and (ii) to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL, which, if approved, will both be in effect upon the Closing (“Charter Proposal B”, and along with Charter Proposal A, the “Charter Proposals”):
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 30,960,156 | 1,782,010 | 13,520 | N/A |
| 3. | The Advisory Charter Proposals. To consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as eight separate subproposals (collectively, the “Advisory Charter Proposals”): |
Advisory Charter Proposal A – Under the Proposed Charter, New Planet (as defined in the proxy statement/prospectus filed with the SEC on November 5, 2021 (the “Definitive Proxy”)) will be authorized to issue 631,500,000 shares of capital stock (or 441,500,000 shares of capital stock in the event Charter Proposal B does not pass), consisting of (i) 570,000,000 shares of New Planet Class A common stock (or 380,000,000 shares of New Planet Class A common stock in the event Charter Proposal B does not pass), par value $0.0001 per share, (ii) 30,000,000 shares of New Planet Class B common stock (assuming the holders of dMY IV Class B common stock approve such increase), par value $0.0001 per share, (iii) 30,000,000 shares of New Planet Class C common stock, par value $0.0001 per share, and (iv) 1,500,000 shares of New Planet preferred stock, par value $0.0001 per share, as opposed to the Current Charter authorizing dMY IV to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,664,339 | 3,080,903 | 10,444 | N/A |
Advisory Charter Proposal B – Under the Proposed Charter, holders of shares of New Planet Class A common stock will be entitled to cast one vote per share of New Planet Class A common stock and holders of shares of New Planet Class B common stock will be entitled (prior to the Sunset Date, as defined in the Proposed Charter) to cast 20 votes per share of New Planet Class B common stock on each matter properly submitted to New Planet’s stockholders entitled to vote, as opposed to, under the Current Charter, each share of dMY IV Class A common stock and dMY IV Class B common stock being entitled to one vote per share on each matter properly submitted to dMY IV’s stockholders entitled to vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,630,632 | 3,106,936 | 18,118 | N/A |
Advisory Charter Proposal C – Under the Proposed Charter, until the Sunset Date (as defined in the Proposed Charter), any actions required to be taken or permitted to be taken by the stockholders of New Planet Class A common stock and New Planet Class B common stock may be taken by written consent signed by the stockholders of New Planet having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to, under the Current Charter, the lack of ability of holders of shares of dMY IV common stock to take stockholder action by written consent:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,676,494 | 3,069,410 | 9,782 | N/A |
Advisory Charter Proposal D – In addition to any vote required by applicable law, heightened standards for amendments of certain provisions in the Proposed Charter relating to: (i) designations, powers, privileges and rights, and the qualifications, limitations or restrictions in respect of each class of capital stock of New Planet, (ii) classification and election of the New Planet Board, (iii) actions taken by the stockholders of New Planet, (iv) exculpation of personal liability of a director of New Planet, (v) business combination with an interested stockholder, (vi) indemnification of persons serving as directors or officers of New Planet, (vii) forum for certain legal actions, (viii) mergers or consolidations that would result in New Planet no longer being a public benefit corporation with identical charter provisions identifying the public benefit(s), (ix) competition and corporate opportunities and (x) amendment to the Proposed Charter:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 31,215,896 | 1,519,947 | 19,843 | N/A |
Advisory Charter Proposal E – Under the Proposed Charter, New Planet will no longer be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) and, instead, the Proposed Charter will include a provision that is substantially similar to Section 203 of the DGCL, but excludes certain parties’ from the definition of “interested stockholder,” and will make certain related changes; however, New Planet’s election to opt out of Section 203 of the DGCL will take effect twelve months following the date the Proposed Charter is filed and, during this twelve-month waiting period immediately following the filing of the Proposed Charter, the Section 203 restrictions on business combinations will continue to apply:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,605,555 | 3,076,851 | 73,280 | N/A |
Advisory Charter Proposal F – The Proposed Charter will also include a provision with respect to corporate opportunities, that will provide that each “Identified Person” is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as New Planet or any of its subsidiaries, subject to certain limited exceptions:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,598,721 | 3,129,280 | 27,685 | N/A |
Advisory Charter Proposal G – The Proposed Charter designates New Planet as a public benefit corporation and identifies its public benefit as to accelerate humanity toward a more sustainable, secure and prosperous world by illuminating environmental and social change as opposed to the Current Charter, which provides that dMY IV’s purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 32,714,578 | 29,438 | 11,670 | N/A |
Advisory Charter Proposal H – The directors of New Planet will be classified into three classes, with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i) until the last applicable Sunset Date (as defined in the Proposed Charter), a director may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of New Planet entitled to vote at an election of directors and (ii) following the last applicable Sunset Date (as defined in the Proposed Charter), a director may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New Planet entitled to vote at an election of directors:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,627,574 | 3,113,620 | 14,492 | N/A |
| 4. | The Stock Issuance Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal and Charter Proposal A are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of dMY IV common stock pursuant to the terms of the Merger Agreement and (y) shares of dMY IV Class A common stock to certain institutional investors and individuals (the “PIPE Investors”) in connection with the Private Placement (as defined in the Definitive Proxy), plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (the “Stock Issuance Proposal”): |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 32,710,097 | 37,280 | 8,309 | N/A |
| 5. | The Incentive Plan Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A and the Stock Issuance Proposal are approved and adopted, the New Planet 2021 Incentive Award Plan (the “Incentive Plan”), a copy of which is attached to the Definitive Proxy as Annex D, including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”): |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 31,005,348 | 1,729,051 | 21,287 | N/A |
| 6. | The ESPP Proposal. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the New Planet 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the Definitive Proxy as Annex E, including the authorization of the initial share reserve under the ESPP (the “ESPP Proposal”): |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 31,262,697 | 1,478,506 | 14,483 | N/A |
| Item 7.01 | Regulation FD Disclosure. |
On December 3, 2021, dMY IV issued a press release announcing that its shareholders voted to approve the previously announced Business Combination with Planet. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.
| Item 8.01 | Other Events. |
In connection with the business combination, the transactions are expected to generate approximately $590 million of gross proceeds (including $252 million from the Private Placement) after giving effect to redemptions of 702,522 shares but before payment of transaction expenses.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated December 3, 2021. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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 hereunto duly authorized.
| DMY TECHNOLOGY GROUP, INC. IV | ||||||
| By: |
/s/ Niccolo de Masi | |||||
| Name: |
Niccolo de Masi | |||||
| Title: |
Chief Executive Officer | |||||
| Date: December 3, 2021 |
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Exhibit 99.1
dMY Technology Group, Inc. IV Stockholders Approve Proposed Business Combination with Planet
Transaction Expected to Close on December 7, 2021
San Francisco, CA– December 3, 2021 – Planet Labs Inc. (“Planet”), a leading provider of daily data and insights about earth, today announced that its proposed business combination with dMY Technology Group, Inc. IV (NYSE:DMYQ) (“dMY IV”), a special purpose acquisition company, was approved by dMY IV’s stockholders at its special meeting held on December 3, 2021.
Approximately 99% of the votes cast at the meeting on the business combination proposal voted to approve the transaction.
The closing of the business combination is expected to take place on December 7, 2021. The transaction will result in at least $590 million in gross proceeds for the post-closing company, including proceeds from the dMY IV trust account and the previously announced committed private placement. Following the closing, the post-closing company will be renamed “Planet Labs PBC” and its common stock is expected to begin trading on the New York Stock Exchange beginning on December 8 under the ticker symbol “PL”.
“We are excited to announce the approval of this transaction and look forward to using this capital to continue driving innovation in Earth data and analytics to solve some of the world’s most pressing problems as a public company. Our forthcoming status as a public benefit corporation once we are listed emphasizes this commitment,” said Planet co-founder and CEO Will Marshall. “With our leading data and imaging platform and the experience of the Planet and dMY IV teams, we will further scale our business and accelerate on our growth initiatives.”
“As a pioneer in the industry, Planet has created an exceptional platform that leverages data-driven insights to harness the power of space to help life on Earth,” said Niccolo de Masi, CEO of dMY IV. “With the support of our stockholders for the business combination, we look forward to the next phase of our partnership with Will and the Planet team as they become public and cement their leadership position in the data ecosystem.”
The formal results of the vote will be included in a Current Report on Form 8-K, to be filed by the post-closing company with the Securities and Exchange Commission.
# # #
About Planet
Planet is a leading provider of global, daily satellite imagery and geospatial solutions. Planet is driven by a mission to image the world every day, and make change visible, accessible and actionable. Founded in 2010 by three NASA scientists, Planet designs, builds, and operates the largest Earth observation fleet of imaging satellites, capturing and compiling data from over 3 million images per day. Planet provides mission-critical data, advanced insights, and software solutions to over 700 customers, comprising the world’s leading agriculture, forestry, intelligence, education and finance companies and government agencies, enabling users to simply and effectively derive unique value from satellite imagery. Earlier this year, Planet entered into a definitive merger agreement with dMY Technology Group, Inc. IV (NYSE:DMYQ), a special purpose acquisition company, to become a publicly-traded company later this year. To learn more visit www.planet.com and follow us on Twitter at @planet.
About dMY IV
dMY Technology Group, Inc. IV is a special purpose acquisition company founded by Niccolo de Masi and Harry You for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Its Class A common stock, units and warrants trade on the NYSE under the ticker symbols DMYQ, DMYQ.U and DMYQ WS, respectively. More information can be found at www.dmytechnology.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between dMY IV and Planet, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Planet and the markets in which it operates. dMY IV’s and Planet’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “would,” “believes,” “predicts,” “potential,” “strategy,” “opportunity,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, dMY IV’s and Planet’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside dMY IV’s and Planet’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the lack of a third party valuation in determining whether the proposed transaction is fair to the stockholders from a financial point of view; (3) the outcome of any legal proceedings that may be instituted against dMY IV and Planet following the announcement of the merger agreement and the transactions contemplated therein; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Planet’s business and/or the ability of the parties to complete the business combination; (6) the inability to obtain or maintain the listing of the combined company’s Class A common stock on the New York Stock Exchange following the business combination; (7) the risk that the
business combination disrupts current plans, operations, business relationships, performance and business generally as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, and the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (12) the possibility that Planet or dMY IV may be adversely affected by other economic, business, and/or competitive factors; and (13) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” therein, and in dMY IV’s other filings with the SEC. dMY IV cautions that the foregoing list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of dMY IV’s Quarterly Reports on Form 10-Q, the Registration Statement and proxy statement/prospectus discussed above and other documents filed by dMY IV from time to time with the SEC. These filings identify and address or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. dMY IV and Planet caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. dMY IV and Planet do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Investor Contacts
Investor:
Chris Genualdi
Planet
ir@planet.com
Press Contacts:
Megan Zaroda
Planet
Comms@planet.com
John Christiansen/Cassandra Bujarski
Sard Verbinnen & Co
Planet-SVC@sardverb.com
ICR
dMY Technology Group, Inc. IV
dmy4@icrinc.com