As filed with the Securities and Exchange Commission on March 30, 2023
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)
 
Amy Keating
Chief Legal Officer
Planet Labs PBC
645 Harrison Street, Floor 4
San Francisco, California 94107
(Name and address of agent for service)

(415) 829-3313
(Telephone number, including area code, of agent for service)
Copies to:
Phillip Stoup
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600 
 
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 13,696,386 shares of 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 2,739,277 shares of 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 General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2022 (Registration No. 333-262734) which relates to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.


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*
  


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 30th day of March, 2023.
 
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 (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 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 30, 2023
/s/ Ashley Johnson            
Ashley Johnson
Chief Financial and Operating Officer
(Principal Financial Officer and
Principal Accounting Officer)
 March 30, 2023
/s/ Robert Schingler, Jr.           
Robert Schingler, Jr.
  Director March 30, 2023
/s/ Carl Bass                      
Carl Bass
  Director March 30, 2023
/s/Ita Brennan               
Ita Brennan
  Director March 30, 2023
/s/ Niccolo de Masi                
Niccolo de Masi
  Director March 30, 2023
/s/ Vijaya Gadde                
Vijaya Gadde
  Director March 30, 2023
/s/ J. Heidi Roizen               
J. Heidi Roizen
  Director March 30, 2023
/s/ Kristen Robinson            
Kristen Robinson
  Director March 30, 2023


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