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
DirectorMarch 26, 2025


0001836833EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00018368332025-03-262025-03-26000183683312025-03-262025-03-26000183683322025-03-262025-03-26
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Planet Labs PBC
(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount
to be
Registered
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering Price
Fee Rate
Amount of
Registration Fee
(1)
Equity
Class A common stock, $0.0001 par value per share, reserved for issuance pursuant to the Registrant’s 2021 Incentive Award PlanOther15,004,764$3.50$52,516,674.000.0001531$8,040.31
(2)
Equity
Class A common stock, $0.0001 par value per share, reserved for issuance pursuant to the Registrant’s 2021 Employee Stock Purchase PlanOther  3,000,952$2.98$8,942,836.960.0001531$1,369.15
Total Offering Amounts$61,459,510.96$9,409.46
Total Fee Offsets$0.00
Net Fee Due$9,409.46
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that become issuable under the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Class A Common Stock that increases the number of outstanding shares of Class A Common Stock.

The amount to be registered represents Class A Common Stock that became available for issuance under the 2021 Plan on February 1, 2025 pursuant to an annual automatic increase provision contained therein.

The proposed maximum offering amount is estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and the low prices of shares of Class A Common Stock as reported on the New York Stock Exchange (“NYSE”) on March 21, 2025 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)).

(2) Pursuant to Rule 416(a) of the Securities Act, this Registration Statement covers any additional shares of Class A Common Stock that become issuable under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend,


stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Class A Common Stock that increases the number of outstanding shares of Class A Common Stock.

The amount to be registered represents Class A Common Stock that became available for issuance under the 2021 ESPP on February 1, 2025 pursuant to an annual automatic increase provision contained therein.

The proposed maximum offering amount is estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and the low prices of shares of Class A Common Stock as reported on NYSE on March 21, 2025 (such date being within five business days of the date that this Registration Statement was filed with the SEC), multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 ESPP.

Exhibit 5.1

    

imagea.jpg
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811



March 26, 2025


Planet Labs PBC
645 Harrison Street, Floor 4
San Francisco, California 94107

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Planet Labs PBC, a Delaware public benefit corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 18,005,716 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), consisting of: (i) 15,004,764 shares of Class A Common Stock that may be issued under the 2021 Incentive Award Plan (the “2021 Plan”), and (ii) 3,000,952 shares of Class A Common Stock that may be issued under the 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and together with the 2021 Plan, the “Plans”).

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.


Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati, P.C.

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation


Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 26, 2025, with respect to the consolidated financial statements of Planet Labs PBC, and the effectiveness of internal control over financial reporting, incorporated herein by reference.


/s/ KPMG LLP

San Francisco, California
March 26, 2025


Exhibit 23.2
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Planet Labs PBC 2021 Incentive Award Plan and the Planet Labs PBC 2021 Employee Stock Purchase Plan of our report dated March 28, 2024, with respect to the consolidated financial statements of Planet Labs PBC included in its Annual Report (Form 10-K) for the year ended January 31, 2025, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

San Jose, California
March 26, 2025


v3.25.1
Submission
Mar. 26, 2025
Submission [Line Items]  
Central Index Key 0001836833
Registrant Name Planet Labs PBC
Form Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.1
Offerings
Mar. 26, 2025
USD ($)
shares
Offering: 1  
Offering:  
Other Rule true
Security Type Equity
Amount Registered | shares 15,004,764
Proposed Maximum Offering Price per Unit 3.5
Maximum Aggregate Offering Price $ 52,516,674
Fee Rate 0.01531%
Amount of Registration Fee $ 8,040.31
Offering Note Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that become issuable under the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Class A Common Stock that increases the number of outstanding shares of Class A Common Stock.
The amount to be registered represents Class A Common Stock that became available for issuance under the 2021 Plan on February 1, 2025 pursuant to an annual automatic increase provision contained therein.

The proposed maximum offering amount is estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and the low prices of shares of Class A Common Stock as reported on the New York Stock Exchange (“NYSE”) on March 21, 2025 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)).
Offering: 2  
Offering:  
Other Rule true
Security Type Equity
Amount Registered | shares 3,000,952
Proposed Maximum Offering Price per Unit 2.98
Maximum Aggregate Offering Price $ 8,942,836.96
Fee Rate 0.01531%
Amount of Registration Fee $ 1,369.15
Offering Note Pursuant to Rule 416(a) of the Securities Act, this Registration Statement covers any additional shares of Class A Common Stock that become issuable under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Class A Common Stock that increases the number of outstanding shares of Class A Common Stock.

The amount to be registered represents Class A Common Stock that became available for issuance under the 2021 ESPP on February 1, 2025 pursuant to an annual automatic increase provision contained therein.

The proposed maximum offering amount is estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and the low prices of shares of Class A Common Stock as reported on NYSE on March 21, 2025 (such date being within five business days of the date that this Registration Statement was filed with the SEC), multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 ESPP.
v3.25.1
Fees Summary
Mar. 26, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 61,459,510.96
Total Fee Amount 9,409.46
Total Offset Amount 0
Net Fee $ 9,409.46
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