| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
April 30, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
DMY TECHNOLOGY GROUP, INC. IV
_______________.
| Delaware | |||||||||||||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification | |||||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||||||
(702) 781-4313
Not Applicable
(Former name or former address, if changed since last report)
Title of each class | Trading Symbol(s) |
| Name of each exchange on which registered | |||||||
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| Class A common stock, par value $0.0001 per share | PL | |||||||||
| Warrants | PL WS | |||||||||
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||
| Emerging growth company | |||||||||||||
As of May 14, 2021, 34,500,000
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PART I – FINANCIAL INFORMATION
Assets: Current assets: Cash Prepaid expenses Total current assets Investment held in Trust Account Deferred offering costs associated with initial public offering Total Assets Liabilities and Stockholders’ Equity: Current liabilities: Accounts payable Accrued expenses Franchise tax payable Due to related parties Total current liabilities Deferred underwriting commissions Derivative warrant liabilities Total Liabilities Commitments and Contingencies Class A common stock, $0.0001 par value; 29,432,891 and -0- shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 5,067,109 and -0- shares issued and outstanding (excluding 29,432,891 and -0- shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding Additional paid-in capital Accumulated deficit Total stockholders’ equity Total Liabilities and Stockholders’ Equity Statements.DMY TECHNOLOGY GROUP, INC. IV March 31, 2021 December 31, 2020 (Unaudited) $ 858,767 $ — 609,092 — 1,467,859 — 345,051,009 — — 85,750 $ 346,518,868 $ — $ 104,527 $ 10,000 280,310 51,000 50,450 400 — 750 435,287 62,150 12,075,000 — 34,679,665 — 47,189,952 62,150 294,328,910 — — — 507 — 863 863 19,549,351 24,137 (14,550,715 ) (1,400 ) 5,000,006 23,600 $ 346,518,868 $ 85,750 The accompanying notes are an integral part of these unaudited condensed financial statements.
DMY TECHNOLOGY GROUP, INC. IV
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
| April 30, 2023 | January 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 140,763 | $ | 181,892 | |||||||
| Short-term investments | 235,415 | 226,868 | |||||||||
| Accounts receivable, net of allowance of $1,299 and $1,289, respectively | 39,072 | 38,952 | |||||||||
| Prepaid expenses and other current assets | 19,275 | 27,943 | |||||||||
| Total current assets | 434,525 | 475,655 | |||||||||
| Property and equipment, net | 118,193 | 108,091 | |||||||||
| Capitalized internal-use software, net | 11,878 | 11,417 | |||||||||
| Goodwill | 112,748 | 112,748 | |||||||||
| Intangible assets, net | 13,999 | 14,831 | |||||||||
| Restricted cash and cash equivalents, non-current | 5,660 | 5,657 | |||||||||
| Operating lease right-of-use assets | 23,697 | 20,403 | |||||||||
| Other non-current assets | 2,757 | 3,921 | |||||||||
| Total assets | $ | 723,457 | $ | 752,723 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 14,657 | $ | 6,900 | |||||||
Accrued and other current liabilities (1) | 34,432 | 46,022 | |||||||||
Deferred revenue (1) | 44,620 | 51,900 | |||||||||
| Liability from early exercise of stock options | 11,653 | 12,550 | |||||||||
| Operating lease liabilities, current | 6,320 | 4,885 | |||||||||
| Total current liabilities | 111,682 | 122,257 | |||||||||
Deferred revenue (1) | 2,474 | 2,882 | |||||||||
Deferred hosting costs (1) | 10,671 | 8,679 | |||||||||
| Public and private placement warrant liabilities | 10,725 | 16,670 | |||||||||
| Operating lease liabilities, non-current | 19,912 | 17,145 | |||||||||
| Contingent consideration | 7,142 | 7,499 | |||||||||
| Other non-current liabilities | 1,502 | 1,487 | |||||||||
| Total liabilities | 164,108 | 176,619 | |||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ equity | |||||||||||
Common stock, $0.0001 par value, 570,000,000, 30,000,000 and 30,000,000 Class A, Class B and Class C shares authorized at April 30, 2023 and January 31, 2023, 252,542,296 and 250,625,975 Class A shares issued and outstanding at April 30, 2023 and January 31, 2023, respectively, 21,157,586 Class B shares issued and outstanding at April 30, 2023 and January 31, 2023, 0 Class C shares issued and outstanding at April 30, 2023 and January 31, 2023 (1) | 27 | 27 | |||||||||
| Additional paid-in capital | 1,531,380 | 1,513,102 | |||||||||
| Accumulated other comprehensive income | 1,682 | 2,271 | |||||||||
| Accumulated deficit | (973,740) | (939,296) | |||||||||
| Total stockholders’ equity | 559,349 | 576,104 | |||||||||
| Total liabilities and stockholders’ equity | $ | 723,457 | $ | 752,723 | |||||||
| Balance includes related-party transactions entered into with Google, LLC (“Google”). See Note 10. | |||||||
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| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
Revenue (1) | $ | 52,703 | $ | 40,127 | |||||||||||||||||||
Cost of revenue (1) | 24,556 | 23,628 | |||||||||||||||||||||
| Gross profit | 28,147 | 16,499 | |||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
Research and development (1) | 28,186 | 24,750 | |||||||||||||||||||||
| Sales and marketing | 23,125 | 18,855 | |||||||||||||||||||||
| General and administrative | 21,528 | 20,608 | |||||||||||||||||||||
| Total operating expenses | 72,839 | 64,213 | |||||||||||||||||||||
| Loss from operations | (44,692) | (47,714) | |||||||||||||||||||||
| Interest income | 4,506 | 112 | |||||||||||||||||||||
| Change in fair value of warrant liabilities | 5,945 | 3,276 | |||||||||||||||||||||
| Other income (expense), net | 104 | 280 | |||||||||||||||||||||
| Total other income (expense), net | 10,555 | 3,668 | |||||||||||||||||||||
| Loss before provision for income taxes | (34,137) | (44,046) | |||||||||||||||||||||
| Provision for income taxes | 307 | 314 | |||||||||||||||||||||
| Net loss | (34,444) | (44,360) | |||||||||||||||||||||
| Basic and diluted net loss per share attributable to common stockholders | $ | (0.13) | $ | (0.17) | |||||||||||||||||||
| Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders | 272,347,977 | 264,088,997 | |||||||||||||||||||||
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| Google. See Note 10. | ||||||||
The
DMY TECHNOLOGY GROUP, INC. IV
FOR THE THREE MONTHS ENDED MARCH 31, 2021
| Common Stock | Total | |||||||||||||||||||||||||||
| Class A | Class B | Additional Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance—December 31, 2020 | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (1,400 | ) | $ | 23,600 | |||||||||||||||
Sale of units in initial public offering, less fair value of public warrants | 34,500,000 | 3,450 | — | — | 332,782,550 | — | 332,787,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (18,932,369 | ) | — | (18,932,369 | ) | |||||||||||||||||||
Class A common stock subject to possible redemption | (29,432,891 | ) | (2,943 | ) | — | — | (294,325,967 | ) | — | (294,328,910 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (14,549,315 | ) | (14,549,315 | ) | |||||||||||||||||||
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Balance—March 31, 2021 (Unaudited) | 5,067,109 | $ | 507 | 8,625,000 | $ | 863 | $ | 19,549,351 | $ | (14,550,715 | ) | $ | 5,000,006 | |||||||||||||||
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The
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Net loss | $ | (34,444) | $ | (44,360) | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment | (45) | 175 | |||||||||||||||||||||
| Change in fair value of available-for-sale securities | (544) | — | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (589) | 175 | |||||||||||||||||||||
| Comprehensive loss | $ | (35,033) | $ | (44,185) | |||||||||||||||||||
DMY TECHNOLOGY GROUP, INC. IV
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Cash Flows from Operating Activities: | ||||
Net loss | $ | (14,549,315 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party under promissory note | 1,000 | |||
Gain on investments (net), dividends and interest, held in Trust Account | (51,009 | ) | ||
Loss upon issuance of private placement warrants | 14,062,000 | |||
Offering costs associated with derivative warrant liabilities | 710,745 | |||
Change in fair value of derivative warrant liabilities | (495,335 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (184,092 | ) | ||
Accounts payable | 85,333 | |||
Accrued expenses | 109,290 | |||
Franchise tax payable | 50,050 | |||
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Net cash used in operating activities | (261,333 | ) | ||
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Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (345,000,000 | ) | ||
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Net cash used in investing activities | (345,000,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds from loans from related parties | 125,006 | |||
Repayment of loans from related parties | (990,856 | ) | ||
Proceeds received from initial public offering, gross | 345,000,000 | |||
Proceeds received from private placement | 8,900,000 | |||
Offering costs paid | (6,914,050 | ) | ||
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Net cash provided by financing activities | 346,120,100 | |||
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Net increase in cash | 858,767 | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | 858,767 | ||
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Supplemental disclosure of noncash activities: | ||||
Offering costs included in accounts payable | $ | 9,194 | ||
Offering costs included in accrued expenses | $ | 170,020 | ||
Offering costs paid by related party under promissory note | $ | 439,100 | ||
Prepaid expenses paid by related party under promissory note | $ | 425,000 | ||
Reversal of accrued expenses | $ | 50,000 | ||
Deferred underwriting commissions in connection with the initial public offering | $ | 12,075,000 | ||
Value of Class A common stock subject to possible redemption | $ | 294,328,910 |
The
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at January 31, 2022 | 262,175,273 | $ | 27 | $ | 1,423,151 | $ | 2,096 | $ | (777,029) | $ | 648,245 | ||||||||||||||||||||||||||||||||||||
| Cumulative effect of adoption of ASU 2016-13 | — | — | — | — | (301) | (301) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock from the exercise of common stock options | 3,524,182 | — | 6,203 | — | — | 6,203 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon vesting of restricted stock units | 215,178 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of early exercised stock options | 91,911 | — | 896 | — | — | 896 | |||||||||||||||||||||||||||||||||||||||||
| Class A common stock withheld to satisfy employee tax withholding obligations | (75,442) | — | (411) | — | — | (411) | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 20,259 | — | — | 20,259 | |||||||||||||||||||||||||||||||||||||||||
| Change in translation | — | — | — | 175 | — | 175 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (44,360) | (44,360) | |||||||||||||||||||||||||||||||||||||||||
| Balances at April 30, 2022 | 265,931,102 | $ | 27 | $ | 1,450,098 | $ | 2,271 | $ | (821,690) | $ | 630,706 | ||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at January 31, 2023 | 271,783,561 | 27 | 1,513,102 | 2,271 | (939,296) | 576,104 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock from the exercise of common stock options | 1,018,385 | — | 3,295 | — | — | 3,295 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon vesting of restricted stock units | 1,278,161 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of early exercised stock options | 91,911 | — | 896 | — | — | 896 | |||||||||||||||||||||||||||||||||||||||||
| Class A common stock withheld to satisfy employee tax withholding obligations | (472,136) | — | (1,896) | — | — | (1,896) | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 15,983 | — | — | 15,983 | |||||||||||||||||||||||||||||||||||||||||
| Net unrealized loss on available-for-sale securities, net of taxes | — | — | — | (544) | — | (544) | |||||||||||||||||||||||||||||||||||||||||
| Change in translation | — | — | — | (45) | — | (45) | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (34,444) | (34,444) | |||||||||||||||||||||||||||||||||||||||||
| Balances at April 30, 2023 | 273,699,882 | $ | 27 | $ | 1,531,380 | $ | 1,682 | $ | (973,740) | $ | 559,349 | ||||||||||||||||||||||||||||||||||||
DMY TECHNOLOGY GROUP, INC. IV
| Three Months Ended April 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (34,444) | $ | (44,360) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation and amortization | 10,248 | 11,625 | |||||||||
| Stock-based compensation, net of capitalized cost of $627 and $437, respectively | 15,356 | 19,822 | |||||||||
| Change in fair value of warrant liabilities | (5,945) | (3,276) | |||||||||
| Change in fair value of contingent consideration | (423) | — | |||||||||
| Other | (1,634) | 504 | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | (121) | 19,982 | |||||||||
| Prepaid expenses and other assets | 2,770 | (403) | |||||||||
| Accounts payable, accrued and other liabilities | (10,713) | (3,712) | |||||||||
| Deferred revenue | (7,765) | (6,947) | |||||||||
| Deferred hosting costs | 2,070 | 231 | |||||||||
| Net cash used in operating activities | (30,601) | (6,534) | |||||||||
| Investing activities | |||||||||||
| Purchases of property and equipment | (6,336) | (2,861) | |||||||||
| Capitalized internal-use software | (739) | (645) | |||||||||
| Maturities of available-for-sale securities | 30,000 | — | |||||||||
| Purchases of available-for-sale securities | (35,229) | — | |||||||||
| Other | (277) | (146) | |||||||||
| Net cash used in investing activities | (12,581) | (3,652) | |||||||||
| Financing activities | |||||||||||
| Proceeds from the exercise of common stock options | 3,295 | 4,963 | |||||||||
| Class A common stock withheld to satisfy employee tax withholding obligations | (1,896) | (411) | |||||||||
| Net cash provided by financing activities | 1,399 | 4,552 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents | 177 | (649) | |||||||||
| Net decrease in cash and cash equivalents, and restricted cash and cash equivalents | (41,606) | (6,283) | |||||||||
| Cash and cash equivalents, and restricted cash and cash equivalents at the beginning of the period | 188,076 | 496,814 | |||||||||
| Cash and cash equivalents, and restricted cash and cash equivalents at the end of the period | $ | 146,470 | $ | 490,531 | |||||||
launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. The Company’s mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. The Company is headquartered in San Francisco, California, with operations throughout the United States (
“U.S.”), Canada, Asia and Europe.As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investment held in Trust Account (as defined below).
The Company’s sponsor is dMY Sponsor IV,Photon Merger Sub Two, LLC, a Delaware limited liability company (the “Sponsor”and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respectPursuant to the Class A common stock included inMerger Agreement, upon the Units being offered,favorable vote of dMY IV’s stockholders on December 3, 2021, on December 7, 2021, First Merger Sub merged with and into Former Planet (the “Surviving Corporation”), with Former Planet surviving the “Public Shares”merger as a wholly owned subsidiary of dMY IV (the “First Merger”), including 4,500,000 additional Unitsand pursuant to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million,Former Planet’s election immediately following the First Merger and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5).
Simultaneously with the closingas part of the Initial Public Offering,same overall transaction as the Company consummatedFirst Merger, the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant”Surviving Corporation merged with and collectively,into dMY IV, with dMY IV surviving the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million (Note 4).
Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amendedmerger (the “Investment Company Act”“Business Combination”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i). Following the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of the Company’s Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then helddMY IV was renamed Planet Labs PBC.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classifiedstate of Delaware on December 28, 2010. Former Planet was originally incorporated as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by lawCosmogia Inc., and the Company does not decidename was subsequently changed to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its CertificatePlanet Labs Inc. on June 24, 2013.
The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
As of March 31, 2021, the Company had approximately $859,000 in cash, approximately $51,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $1.1 million (not taking into account tax obligations of approximately $50,000 that may be paid using investment income earned in Trust Account). Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.
The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), loan amount of $200,000 under the Note (as defined in Note 4) and an advance of approximately $791,000 from related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.
Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
Note 2—Summary of Significant Accounting Policies
and Principles of Consolidation
In April 2021,disclosures contained in the Company identified a misstatement in its accounting treatment for warrants issuedCompany’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 9, 2021 included in its CurrentCompany’s Annual Report on Form 8-K, filed March 15, 2021. The Warrants were reflected as a component of equity as opposed to liabilities on10-K for the balance sheet. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $21.1 million increase to derivative liabilities and offsetting decrease to Class A common shares subject to possible redemption to the March 9, 2021 balance sheet. There was no impact to the Company’s financial position, net losses or cash flows.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012fiscal year ended January 31, 2023 (the “JOBS Act”“2023 Form 10-K”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of March 31, 2021 and December 31, 2020,inception, the Company has not experiencedincurred net losses on these accounts and management believesnegative cash flows from operations. The Company expects to incur additional operating losses and negative cash flows from operations as it seeks to expand its business. As of April 30, 2023 and January 31, 2023, the Company is not exposed to significant risks on such accounts.
Cashhad $140.8 million and Cash Equivalents
The$181.9 million of cash and cash equivalents, respectively. Additionally, as of April 30, 2023 and January 31, 2023, the Company considers allhad short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021$235.4 million and December 31, 2020.
Investments Held$226.9 million, respectively, which are highly liquid in the Trust Account
The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gainsnature and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement ofavailable for current operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Making estimates requires managementand such differences may be material to exercise significant judgment. Itthe unaudited condensed consolidated financial statements.
| Three Months Ended April 30, | |||||||||||||||||||||||
| (in thousands) | 2023 | 2022 | |||||||||||||||||||||
| United States | $ | 23,127 | $ | 18,752 | |||||||||||||||||||
| Rest of World | 29,576 | 21,375 | |||||||||||||||||||||
| Total revenue | $ | 52,703 | $ | 40,127 | |||||||||||||||||||
the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term.
| (in thousands) | April 30, 2023 | January 31, 2023 | |||||||||
| Deferred commission, current | $ | 2,310 | $ | 2,405 | |||||||
| Deferred commission, non-current | 1,942 | 2,206 | |||||||||
| Total deferred commission | $ | 4,252 | $ | 4,611 | |||||||
TheAssets and Liabilities
Fair Value Measurements
Fair value is defined asfinancial statements are categorized based upon the price that would be received for salelevel of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances,judgment associated with the inputs used to measure their respective fair values.
As The Company’s assessment of March 31, 2021 and December 31, 2020, the carrying valuessignificance of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values duea particular input to the short-term nature offair value measurement in its entirety requires management to make judgments and considers factors specific to the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. asset or liability.
| April 30, 2023 | |||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||||
| Assets | |||||||||||||||||
| Cash equivalents: | |||||||||||||||||
| Money market funds | 90,136 | — | — | ||||||||||||||
| U.S. Treasury securities | 990 | — | — | ||||||||||||||
| Restricted cash equivalents: money market funds | 5,486 | — | — | ||||||||||||||
| Short-term investments: | |||||||||||||||||
| U.S. Treasury securities | 73,355 | — | — | ||||||||||||||
| Commercial paper | — | 9,435 | — | ||||||||||||||
| Corporate bonds | — | 140,597 | — | ||||||||||||||
| U.S. government agency securities | — | 12,028 | — | ||||||||||||||
| Total assets | $ | 169,967 | $ | 162,060 | $ | — | |||||||||||
| Liabilities | |||||||||||||||||
| Public Warrants | 4,347 | — | — | ||||||||||||||
| Private Placement Warrants | — | — | 6,378 | ||||||||||||||
| Contingent consideration for acquisition of business | — | — | 7,607 | ||||||||||||||
| Total liabilities | $ | 4,347 | $ | — | $ | 13,985 | |||||||||||
| January 31, 2023 | |||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||||
| Assets | |||||||||||||||||
| Cash equivalents: | |||||||||||||||||
| Money market funds | 72,382 | — | — | ||||||||||||||
| Commercial paper | — | 999 | — | ||||||||||||||
| Restricted cash equivalents: money market funds | 5,486 | — | — | ||||||||||||||
| Short-term investments: | |||||||||||||||||
| U.S. Treasury securities | 59,433 | — | — | ||||||||||||||
| Commercial paper | — | 19,849 | — | ||||||||||||||
| Corporate bonds | — | 139,589 | — | ||||||||||||||
| U.S. government agency securities | — | 7,997 | — | ||||||||||||||
| Total assets | $ | 137,301 | $ | 168,434 | $ | — | |||||||||||
| Liabilities | |||||||||||||||||
| Public Warrants | 6,969 | — | — | ||||||||||||||
| Private Placement Warrants | — | — | 9,701 | ||||||||||||||
| Contingent consideration for acquisition of business | — | — | 8,030 | ||||||||||||||
| Total liabilities | $ | 6,969 | $ | — | $ | 17,731 | |||||||||||
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivativesthe market approach. There were no realized or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair valueunrealized gains or losses on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of the ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for the Initial Public Offering and the underwriting commissions. Upon the completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities of approximately $0.7 million were charged to operations. Offering costs associated with the Class A common stock of approximately $18.9 million were charged to stockholders’ equity upon the completion of the Initial Public Offering.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 29,432,891 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Loss Per Common Share
Net income (loss) per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,833,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented.
The Company’s unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stockmoney market funds for the three months ended MarchApril 30, 2023 and 2022.
| (in thousands) | Private Placement Warrants | Technical Milestone Contingent Consideration* | Customer Contract Earnout Contingent Consideration* | ||||||||||||||
| Fair value at end of year, January 31, 2022 | $ | 12,460 | $ | — | $ | — | |||||||||||
| Change in fair value | (1,068) | — | — | ||||||||||||||
| Fair value at April 30, 2022 | $ | 11,392 | $ | — | $ | — | |||||||||||
| Fair value at end of year, January 31, 2023 | $ | 9,701 | $ | 4,433 | $ | 3,597 | |||||||||||
| Change in fair value | (3,323) | 5 | (428) | ||||||||||||||
| Fair value at April 30, 2023 | $ | 6,378 | $ | 4,438 | $ | 3,169 | |||||||||||
| (in thousands) | April 30, 2023 | January 31, 2023 | |||||||||
| Cash and cash equivalents | $ | 140,763 | $ | 181,892 | |||||||
| Restricted cash and cash equivalents, current | 47 | 527 | |||||||||
| Restricted cash and cash equivalents, non-current | 5,660 | 5,657 | |||||||||
| Total cash, cash equivalents, and restricted cash and cash equivalents | $ | 146,470 | $ | 188,076 | |||||||
| April 30, 2023 | |||||||||||||||||||||||
| Gross Unrealized | |||||||||||||||||||||||
| (in thousands) | Cost or Amortized Cost | Gains | Losses | Fair Value | |||||||||||||||||||
| U.S Treasury securities | $ | 73,417 | $ | 72 | $ | (134) | $ | 73,355 | |||||||||||||||
| Commercial paper | 9,426 | 9 | — | 9,435 | |||||||||||||||||||
| Corporate bonds | 140,878 | 166 | (447) | 140,597 | |||||||||||||||||||
| U.S. government agency securities | 12,077 | 6 | (55) | 12,028 | |||||||||||||||||||
| Total short-term investments | $ | 235,798 | $ | 253 | $ | (636) | $ | 235,415 | |||||||||||||||
| January 31, 2023 | |||||||||||||||||||||||
| Gross Unrealized | |||||||||||||||||||||||
| (in thousands) | Cost or Amortized Cost | Gains | Losses | Fair Value | |||||||||||||||||||
| U.S Treasury securities | $ | 59,255 | $ | 296 | $ | (118) | $ | 59,433 | |||||||||||||||
| Commercial paper | 19,744 | 105 | — | 19,849 | |||||||||||||||||||
| Corporate bonds | 139,644 | 34 | (89) | 139,589 | |||||||||||||||||||
| U.S. government agency securities | 8,063 | — | (66) | 7,997 | |||||||||||||||||||
| Total short-term investments | $ | 226,706 | $ | 435 | $ | (273) | $ | 226,868 | |||||||||||||||
| April 30, 2023 | January 31, 2023 | ||||||||||||||||||||||
| (in thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||
| Due in 1 year or less | $ | 157,755 | $ | 157,515 | $ | 124,068 | $ | 124,234 | |||||||||||||||
| Due in 1-2 years | 78,043 | 77,900 | 102,638 | 102,634 | |||||||||||||||||||
| $ | 235,798 | $ | 235,415 | $ | 226,706 | $ | 226,868 | ||||||||||||||||
| (in thousands) | April 30, 2023 | January 31, 2023 | |||||||||
| Satellites* | $ | 320,284 | $ | 307,720 | |||||||
| Leasehold improvements | 15,462 | 15,389 | |||||||||
| Ground stations and ground station equipment | 17,209 | 15,113 | |||||||||
| Office furniture, equipment and fixtures | 6,272 | 5,787 | |||||||||
| Computer equipment and purchased software | 8,849 | 8,638 | |||||||||
| Total property and equipment, gross | 368,076 | 352,647 | |||||||||
| Less: Accumulated depreciation | (249,883) | (244,556) | |||||||||
| Total property and equipment, net | $ | 118,193 | $ | 108,091 | |||||||
| * | Satellites include $22.9 million and $13.8 million of satellites in process and not placed into service as of April 30, 2023 and January 31, 2023, respectively. | ||||
| (in thousands) | April 30, 2023 | January 31, 2023 | |||||||||
| United States | $ | 113,004 | $ | 103,366 | |||||||
| Rest of World | 5,189 | 4,725 | |||||||||
| Total property and equipment, net | $ | 118,193 | $ | 108,091 | |||||||
Income Taxes
three months ended April 30, 2023. The change in estimate is expected to result in a $5.0 million increase in depreciation expense for the fiscal year ended January 31, 2024.
| (in thousands) | April 30, 2023 | January 31, 2023 | |||||||||
| Capitalized internal-use software | $ | 40,480 | $ | 39,535 | |||||||
| Less: Accumulated amortization | (28,602) | (28,118) | |||||||||
| Capitalized internal-use software, net | $ | 11,878 | $ | 11,417 | |||||||
| April 30, 2023 | January 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Foreign Currency Translation | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Foreign Currency Translation | Net Carrying Amount | |||||||||||||||||||||||||||||||||||||||
| Developed technology | $ | 18,618 | $ | (9,244) | $ | (8) | $ | 9,366 | $ | 18,619 | $ | (8,871) | $ | (8) | $ | 9,740 | |||||||||||||||||||||||||||||||
| Image library | 12,637 | (11,382) | 246 | 1,501 | 12,384 | (11,004) | 231 | 1,611 | |||||||||||||||||||||||||||||||||||||||
| Customer relationships | 4,935 | (2,990) | 7 | 1,952 | 4,935 | (2,788) | 7 | 2,154 | |||||||||||||||||||||||||||||||||||||||
| Trade names and other | 4,551 | (3,410) | 39 | 1,180 | 4,551 | (3,264) | 39 | 1,326 | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | 40,741 | $ | (27,026) | $ | 284 | $ | 13,999 | $ | 40,489 | $ | (25,927) | $ | 269 | $ | 14,831 | |||||||||||||||||||||||||||||||
| Goodwill | $ | 110,942 | $ | — | $ | 1,806 | $ | 112,748 | $ | 110,942 | $ | — | $ | 1,806 | $ | 112,748 | |||||||||||||||||||||||||||||||
| (in thousands) | April 30, 2023 | January 31, 2023 | |||||||||
| Deferred R&D service liability (see Note 7) | $ | 13,370 | $ | 19,959 | |||||||
| Payroll and related expenses | 4,609 | 8,518 | |||||||||
| Deferred hosting costs | 4,772 | 4,694 | |||||||||
| Withholding taxes and other taxes payable | 2,642 | 2,272 | |||||||||
| Other accruals | 9,039 | 10,579 | |||||||||
| Total accrued and other current liabilities | $ | 34,432 | $ | 46,022 | |||||||
ASC 740 prescribes a recognition threshold and a measurement attributeimmaterial for the financial statement recognitionthree months ended April 30, 2023 and measurement2022.
| (in thousands) | |||||
| Remainder of Fiscal Year 2024 | $ | 5,965 | |||
| 2025 | 8,607 | ||||
| 2026 | 8,371 | ||||
| 2027 | 5,232 | ||||
| 2028 | 1,206 | ||||
| Thereafter | 857 | ||||
| Total lease payments | $ | 30,238 | |||
| Less: Imputed interest | (4,006) | ||||
| Total lease liabilities | $ | 26,232 | |||
| Weighted average remaining lease term (years) | 3.8 | ||||
| Weighted average discount rate | 7.9 | % | |||
| (in thousands) | |||||||||||
| Remainder of Fiscal Year 2024 | $ | 475 | |||||||||
| Total purchase commitments | $ | 475 | |||||||||
| (in thousands) | |||||
| Remainder of Fiscal Year 2024 | $ | 19,802 | |||
| 2025 | 30,120 | ||||
| 2026 | 31,190 | ||||
| 2027 | 32,725 | ||||
| 2028 | 33,427 | ||||
| Total purchase commitments | $ | 147,264 | |||
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditionsaggregate, that are required for equity-linked contractsexpected to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 5, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material adverse impact on its condensed consolidated financial statements as of each reporting period. From time to time however, the Company may have certain contingent liabilities that arise in the ordinary course of business activities including those arising from disputes and claims and events arising from revenue contracts entered into by the Company. The Company accrues a liability for
Note 3—Initial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
Onand Private Placement Warrants
Each Unit consistsunits, each unit consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, (each,at a “Public Warrant”).price of $10.00 per unit. Each Public Warrantwhole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Note 4—Related Party Transactions
Founder Shares
On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the directors. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.
The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million.
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Related Party Loans
On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company fully borrowed $200,000 under the Note and received an advance of approximately $791,000 from the related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
Commencing on the date that the Company’s securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months ended March 31, 2021, the Company accrued $10,000 in connection with such services in the accompanying unaudited condensed balance sheet as of March 31, 2021.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on March 9, 2021.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 6—Stockholders’ Equity
Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no shares of preferred stock issued or outstanding.
Class A Common Stock—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021, there were 5,067,109 shares of Class A common stock issued or outstanding, excluding 29,432,891 shares subject to possible redemption.
Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 16, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. Of the 8,625,000 shares of Class B common stock outstanding, an aggregate of up to 1,250,000 shares of Class B common stock were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 7 — Derivative Warrant Liabilities
As of March 31, 2021, the Company has 6,900,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connectionadjustment (the “Public Warrants”). Simultaneously with the closing of its initial public offering, dMY IV completed the initial Business Combinationprivate sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at an issue price or effective issuea purchase price of less than $9.20$1.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable for one share of Class A common stock (with such issue price or effective issue priceat $11.50 per share.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise2,966,667 of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination,are subject to certain limited exceptions. Additionally, thevesting conditions (the “Private Placement Vesting Warrants”). The Private Placement Vesting Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Redemption of warrantsvest in four equal tranches (i) when the price per share of Class A common stock equals or exceeds $18.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days’ prior written notice of redemption; and
if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for$15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a 30-trading day period endingchange of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Private Placement Vesting Warrants that remains unvested on the third tradingfirst business day priorafter five years from the closing of the Business Combination will be forfeited without any further consideration.
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to thosepurchase shares of Class A common stock is available throughoutwith a weighted average exercise price of $9.384 which were outstanding and exercisable as of April 30, 2023 and January 31, 2023. As of April 30, 2023, the 30-day redemption period.
Redemptionoutstanding warrants have a weighted average remaining term of warrants for when6.9 years.
Once the warrants become exercisable,stock.
Notes to the Consolidated Financial Statements in wholethe 2023 Form 10-K.
| Three Months Ended April 30, | |||||||||||||||||||||||
| (in thousands) | 2023 | 2022 | |||||||||||||||||||||
| Cost of revenue | $ | 917 | $ | 1,319 | |||||||||||||||||||
| Research and development | 6,585 | 8,666 | |||||||||||||||||||||
| Sales and marketing | 3,080 | 3,637 | |||||||||||||||||||||
| General and administrative | 5,401 | 6,637 | |||||||||||||||||||||
| Total expense | 15,983 | 20,259 | |||||||||||||||||||||
| Capitalized to internal-use software development costs and property and equipment | (627) | (437) | |||||||||||||||||||||
| Total stock-based compensation expense | $ | 15,356 | $ | 19,822 | |||||||||||||||||||
| Options Outstanding | |||||||||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Balances at January 31, 2023 | 33,721,774 | $ | 5.08 | 6.3 | |||||||||||||||||||
| Exercised | (1,018,385) | $ | 3.24 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Forfeited | (551,142) | $ | 8.18 | ||||||||||||||||||||
| Balances at April 30, 2023 | 32,152,247 | $ | 5.09 | 6.0 | $ | 13,203 | |||||||||||||||||
| Vested and exercisable at April 30, 2023 | 25,077,219 | $ | 4.32 | 5.5 | $ | 13,088 | |||||||||||||||||
Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Balances at January 31, 2023 | 16,972,601 | $ | 5.90 | ||||||||
| Vested | (1,278,161) | $ | 5.87 | ||||||||
| Granted | 15,709,449 | $ | 3.98 | ||||||||
| Forfeited | (308,214) | $ | 5.15 | ||||||||
| Balances at April 30, 2023 | 31,095,675 | $ | 4.94 | ||||||||
|
if, and only if,shares of Class A common stock. The Earn-out Shares may be earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for$15.00, $17.00, $19.00 and $21.00, over any 20 trading days within the 30-tradingany 30 day period ending three trading days beforeperiod prior to December 7, 2026 or (ii) when the Company sends noticeconsummates a change of redemptioncontrol transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
The “fair market value”Earn-out Shares, respectively. As of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sentApril 30, 2023, total unrecognized compensation cost related to the holdersEarn-out Shares was $2.8 million, which is expected to be recognized over a period of warrants. approximately
Ifan employee and former owner of VanderSat which are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting. The shares vest in quarterly increments over two years commencing on December 13, 2021. During three months ended April 30, 2023 and 2022, the Company is unablerecognized $0.6 million and $0.6 million of stock-based compensation expense related to completethese shares, respectively. As of April 30, 2023, unrecognized compensation cost related to these shares was $1.6 million. These costs are expected to be recognized over a Business Combination withinperiod of approximately 0.7 years.
Note 8—Fair Value Measurements
The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model.2022. For the three months ended March 31, 2021,April 30, 2023 and 2022, the Company recognized a charge toincome tax expense was primarily driven by the accompanying unaudited condensed statement of operations resulting from an decrease of in the fair value of liabilities of approximately $495,000 presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statement of operations.
DMY TECHNOLOGY GROUP, INC. IV
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
current tax on foreign earnings. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy:
March 31, 2021
| Quoted Prices in Active | Significant Other | Significant Other | ||||||||||
| Markets | Observable Inputs | Unobservable Inputs | ||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account - U.S. Treasury Securities (1) | $ | 345,050,040 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | — | $ | — | $ | 34,679,665 | ||||||
|
Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levelseffective tax rates for the three months ended March 31, 2021.
The estimated fair valueApril 30, 2023 and 2022 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of the Private Placement Warrants,Company’s U.S. and the Public Warrants prior to being separately listedforeign deferred tax assets and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interestforeign rate and dividend yield. differences.
is subject.
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (34,444) | $ | (44,360) | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders | 272,347,977 | 264,088,997 | |||||||||||||||||||||
| Basic and diluted net loss per share attributable to common stockholders | $ | (0.13) | $ | (0.17) | |||||||||||||||||||
| At initial issuance | As of March 31, 2021 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock price | $ | 9.65 | $ | 9.68 | ||||
Volatility | 23.0% - 44.3 | % | 23.3% - 42.6 | % | ||||
Term (years) | 6.56 | 6.50 | ||||||
Risk-free rate | 1.14 | % | 1.28 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % | ||||
the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.
Derivative warrant liabilities at January 1, 2021 | $ | — | ||
Issuance of Public and Private Warrants | 35,175,000 | |||
Change in fair value of derivative warrant liabilities | (495,335 | ) | ||
|
| |||
Derivative warrant liabilities at March 31, 2021 (Unaudited) | $ | 34,679,665 | ||
|
|
Note 9—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued, and determined that thereperiods presented because including them would have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Warrants to purchase Class A common stock | 1,065,594 | 1,065,594 | |||||||||||||||||||||
| Common stock options | 32,152,247 | 38,924,582 | |||||||||||||||||||||
| Restricted Stock Units | 31,095,675 | 13,949,577 | |||||||||||||||||||||
| Earn-out Shares | 25,567,385 | 26,172,277 | |||||||||||||||||||||
| dMY Sponsor Earn-out Shares | 862,500 | 862,500 | |||||||||||||||||||||
| Public Warrants | 6,899,982 | 6,899,982 | |||||||||||||||||||||
| Private Placement Warrants | 5,933,333 | 5,933,333 | |||||||||||||||||||||
| Early exercised common stock options, subject to future vesting | 1,194,830 | 1,562,476 | |||||||||||||||||||||
| Shares issued in connection with acquisition, subject to future vesting | 203,771 | 475,467 | |||||||||||||||||||||
| 104,975,317 | 95,845,788 | ||||||||||||||||||||||
Overview Operations.References to the “Company,” “our,” “us” or “we” refer to dMY Technology Group, Inc. IV. OperationsdiscussionManagement’s Discussion and analysisAnalysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the Company’s financial condition andreader understand the results of operations and financial condition of Planet Labs PBC. The MD&A is provided as a supplement and should be read in conjunction with the unaudited condensed consolidated financial statements and therelated notes thereto contained elsewhereincluded in Part I, Item I of this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Cautionary Note Regarding Forward-Looking StatementsThis Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, all otherour audited annual consolidated financial statements other thanand related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 (the “2023 Form 10-K”). This discussion contains forward-looking statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include,and involves numerous risks and uncertainties, including, but are not limited to, those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report and Part I, Item 1A, “Risk Factors” of our other Securities2023 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.Exchange Commission (“SEC”) filings.blank check company incorporatednumber of investments in Delawareour operations. Areas of investment that affect customer retention and expansion include our customer success function, continuous improvements to our existing data, and the software tools and analytic tools that make our data easier to consume. Additionally, customer retention and expansion is driven by the speed with which our customers realize the value of our data once they become customers, our ability to cross-sell our different products to our existing customers and our ability to offer new products to our customers. As a result of the foregoing, we anticipate our cost of revenue, operating expenses, and capital expenditures will continue to increase and consequently, we are likely to experience losses in the near term, delaying our ability to achieve profitability and adversely affecting cash flows.December 15, 2020. providing sophisticated analytics models and tools to service an expanding set of markets and use cases. Our financial performance relies heavily on effective balance between driving continued growth, maintaining technology leadership, and improving margins across the business.were formedhave experienced, and expect to continue to experience, seasonality in our business and fluctuations in our operating results due to customer behavior, buying patterns and usage-based contracts. For example, we typically have customers who increase their usage of our data services when they need more frequent data monitoring over broader areas during peak agricultural seasons, during natural disasters or other global events, or when commodity prices are at certain levels. These customers may expand their usage and then subsequently scale back. We believe that the seasonal trends that we have experienced in the past may occur in the future. To the extent that we experience seasonality, it may impact our operating results and financial metrics, as well as our ability to forecast future operating results and financial metrics. Additionally, when we introduce new products to the market, we may not have sufficient experience in selling certain products to determine if demand for these products are or will be subject to material seasonality.purposemost recent 12 month period for the contract. For short-term contracts (contracts less than 12 months), ACV is equal to total contract value.effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Our Sponsor is dMY Sponsor IV, LLC, a Delaware limited liability company.The registration statement for our Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, we consummated our Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions.SimultaneouslyBusiness in connection with the closingcalculation of several of the Initial Public Offering,key operational and business metrics we consummatedutilize. We define EoP ACV Book of Business as the Privatesum of 5,933,333 Private Placement Warrants, at a pricethe ACV of $1.50 per Private Placement Warrantall contracts that are active on the last day of the period pursuant to the Sponsor, generating proceedseffective dates and end dates of $8.9 million.Uponsuch contracts. Active contracts exclude any contract that has been canceled, expired prior to the closinglast day of the Initial Public Offering andperiod without renewing, or for any other reason is not expected to generate revenue in the Private Placement, $345.0 million ($10.00 per Unit)subsequent period. For contracts ending on the last day of the net proceedsperiod, the ACV is either updated to reflect the ACV of the Initial Public Offering and certainrenewed contract or, if the contract has not yet renewed or extended, the ACV is excluded from the EoP ACV Book of Business. We do not annualize short-term contracts in calculating our EoP ACV Book of Business. We calculate the ACV of usage-based contracts based on the committed contracted revenue or the revenue achieved on the usage-based contract in the prior 12-month period.Three Months Ended April 30, 2023 2022 Net Dollar Retention Rate 98 % 105 % proceedsfiscal year from the same set of existing customers. We define existing customers as customers with an active contract with Planet. We believe our Net Dollar Retention Rate is a useful metric for investors as it can be used to measure our ability to retain and grow revenue generated from our existing customers, on which our ability to drive long-term growth and profitability is, in part, dependent. We use Net Dollar Retention Rate to assess customer adoption of new products, inform opportunities to make improvements across our products, identify opportunities to improve operations, and manage go to market functions, as well as to understand how much future growth may come from cross-selling and up-selling customers. Management applies judgment in determining the value of active contracts in a given period, as set forth in the definition of ACV above. Net Dollar Retention Rate decreased to 98% for the three months ended April 30, 2023, as compared to 105% for the three months ended April 30, 2022, primarily due to timing of renewing certain government contracts in the three months ended April 2023, as compared to several government expansion contracts signed in the same period in 2022.Three Months Ended April 30, 2023 2022 Net Dollar Retention Rate including Winbacks 99 % 105 % Private Placement was placed in a Trust Account located incurrent fiscal year, but has reactivated during the United States with Continental Stock Transfer & Trust Company acting as trustee, and willcurrent fiscal year. The reactivation period must be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.If we are unable to complete a Business Combination within 24 months from the closinglast active contract with the customer; otherwise, the customer is counted as a new customer and therefore excluded from the retention rate metrics. We define Net Dollar Retention Rate including winbacks as the percentage of ACV generated by existing customers and winbacks in a given period as compared to the ACV of all contracts at the beginning of the Initial Public Offering,fiscal year March 9,estimates made in connection with Net Dollar Retention Rate including winbacks. Net Dollar Retention Rate including winbacks decreased to 99% for the three months ended April 30, 2023, (the “Combination Period”),as compared to 105% for the three months ended April 30, 2022, primarily due to delays in renewing certain government contracts in the three months ended April 2023, as compared to several government expansion contracts signed in the same period in 2022.Three Months Ended April 30, 2023 2022 EoP Customer Count 903 826 will (i) ceasedefine a customer as a distinct entity that uses our data or services. We sell directly to customers, as well as indirectly through our partner network. If a partner does not provide the end customer’s name, then the partner is reported as the customer. Each customer, regardless of the number of active opportunities with us, is counted only once. For example, if a customer utilizes multiple products of Planet, we only count that customer once for purposes of EoP Customer Count. A customer with multiple divisions, segments, or subsidiaries are also counted as a single unique customer based on the parent organization or parent account. We believe EoP Customer Count is a useful metric for investors and management to track as it is an important indicator of the broader adoption of our platform and is a measure of our success in growing our market presence and penetration. Management applies judgment as to which customers are deemed to have an active contract in a period, as well as whether a customer is a distinct entity that uses our data or services. The EoP Customer Count increased to 903 as of April 30, 2023, as compared to 826 as of April 30, 2022. The increase was primarily attributable to the increased demand for our data.Three Months Ended April 30, 2023 2022 % Recurring ACV 93 % 92 % operations exceptdata subscription contracts and the committed portion of usage-based contracts divided by the total dollar value of all contracts in our ACV Book of Business at a specific point in time. We believe Percent of Recurring ACV is useful to investors to better understand how much of our revenue is from customers that have the potential to renew their contracts over multiple years rather than being one-time in nature. We track Percent of Recurring ACV to inform estimates for the future revenue growth potential of our business and improve the predictability of our financial results. There are no significant estimates underlying management’s calculation of Percent of Recurring ACV, but management applies judgment as to which customers have an active contract at a period end for the purpose of winding up, (ii)determining ACV Book of Business, which is used as promptlypart of the calculation of Percent of Recurring ACV. Percent of Recurring ACV increased to 93% for the three months ended April 30, 2023, as reasonably possible but notcompared to 92% for the three months ended April 30, 2022.Three Months Ended April 30, 2023 2022 Capital Expenditures as Percentage of Revenue 13 % 9 % than ten business days thereafter, redeem the Public Shares,similar to software companies with large data center infrastructure costs. Therefore, we believe it is important to look at our level of capital expenditure investments relative to revenue when evaluating our performance relative to other earth observation companies or to other software and data companies with significant data center infrastructure investment requirements. We believe Capital Expenditures as a per-share price, payable in cash, equalPercentage of Revenue is a useful metric for investors because it provides visibility to the aggregatelevel of capital expenditures required to operate our business and our relative capital efficiency. Capital Expenditures as a Percentage of Revenue increased to 13.0% for the three months ended April 30, 2023, as compared to 9% for the three months ended April 30, 2022. The increase was primarily attributable to an increase in capitalized labor and material related to the build of high resolution and medium resolution satellites.thenof other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to our imagery, data and technology. These revenues are recognized as the services are rendered, on deposita proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services and analytics contracts. Training revenues are recognized as the services are performed.Trust Account,future and expect this expense to increase in future periods as we look to upsell new product features and expand into new market verticals. Selling and marketing expenses as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of our investments.funds heldchange in fair value of the public and private placement warrants. We expect to incur other incremental income or expense for fair value adjustments resulting from warrant liabilities that remain outstanding.Trust Accounttax law. We believe that it is more likely than not that the majority of the U.S. and foreign deferred tax assets will not be realized. Accordingly, we recorded a valuation allowance against our deferred tax assets in these jurisdictions. Three Months Ended April 30, % (in thousands, except percentages) 2023 2022 Revenue $ 52,703 $ 40,127 $ 12,576 31 % Cost of revenue 24,556 23,628 928 4 % Gross profit 28,147 16,499 11,648 71 % Operating expenses Research and development 28,186 24,750 3,436 14 % Sales and marketing 23,125 18,855 4,270 23 % General and administrative 21,528 20,608 920 4 % Total operating expenses 72,839 64,213 8,626 13 % Loss from operations (44,692) (47,714) 3,022 (6) % Interest income 4,506 112 4,394 3,923 % Change in fair value of warrant liabilities 5,945 3,276 2,669 81 % Other income (expense), net 104 280 (176) (63) % Total other expense, net 10,555 3,668 6,887 188 % Loss before provision for income taxes (34,137) (44,046) 9,909 (22) % Provision for income taxes 307 314 (7) (2) % Net loss $ (34,444) $ (44,360) $ 9,916 (22) % previously releasedsubstitutes for or superior to, usmeasures of financial performance prepared in accordance with U.S. GAAP and should not bepaygross profit, net income, operating income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of liquidity. Further, Non-GAAP Gross Profit and Adjusted EBITDA are not based on any standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly-titled measures presented by other companies. We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our taxes (less upindustry and facilitates comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.$100,000evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Three Months Ended April 30, (in thousands, except percentages) 2023 2022 Gross Profit $ 28,147 $ 16,499 Cost of revenue—Stock-based compensation 917 1,319 Amortization of acquired intangible assets 439 431 Non-GAAP Gross Profit $ 29,503 $ 18,249 Gross Margin percentage 53 % 41 % Non-GAAP Gross Margin percentage 56 % 45 % pay dissolution expenses), divided byAdjusted EBITDA for the periods indicated: Three Months Ended April 30, (in thousands) 2023 2022 Net loss $ (34,444) $ (44,360) Interest income (4,506) (112) Income tax provision 307 314 Depreciation and amortization 10,248 11,625 Change in fair value of warrant liabilities (5,945) (3,276) Stock-based compensation 15,356 19,822 Other (income) expense, net (104) (280) Adjusted EBITDA $ (19,088) $ (16,267) then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subjectlimitations related to the approvaluse of Adjusted EBITDA, including:remaining stockholdersforeseeable future, a significant recurring expense for our business and an important part of our compensation strategy;board of directors, liquidateassets being depreciated and dissolve, subject in each caseamortized will have to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The issuance of additional shares in connection with a business combination to the owners of the target or other investors:
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisionsbe replaced in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;
may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;
could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
may adversely affect prevailing market prices for our Class A common stock and/or warrants.
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders•Adjusted EBITDA does not reflect interest expense, or the owners of a target, it could result in:
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficientcash requirements necessary to repay our debt obligations;
acceleration of our obligations to repay the indebtedness even if we make allservice interest or principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
our inability to pay dividends on our Class A common stock;
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce reduces cash available to us;
limitations on our flexibility in planning for and reacting to changesitems that we exclude in our business and incalculation of Adjusted EBITDA may differ from the industry in which we operate;
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
limitations on our ability to borrow additional amounts for expenses capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposesitems, if any, that other companies may exclude from similar measures when they report their operating results.
Going Concern Consideration
As of March 31, 2021, we had approximately $859,000 in cash, approximately $51,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $1.1 million (not taking into account tax obligations of approximately $50,000 that may be paid using investment income earned in Trust Account). Further,
negative cash flows from operations. Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor to purchase Founder Shares, loan amount of $200,000 under the Note and an advance of approximately $791,000 from related parties. We fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent from the consummation of the Initial Public Offering, our liquidity hasoperations have historically been satisfied throughprimarily funded by the net proceeds from the consummationsale of our equity securities and borrowings under credit facilities, as well as cash received from our customers. We currently have no debt outstanding.
Based on the foregoing, management believes that we will not have sufficient working capitalability to meet our needs throughobligations as they become due during the earliernext 12 months.
Our management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations, and/or search for a target company, the specific impact is not readily determinable as of the datePart I, Item 1 of this financial statements. The financial statementsQuarterly Report on Form 10-Q for more information regarding these cash requirements.
Results of Operations
Our entire activity since inception through March 31, 2021 related to our formation, the preparationoperating, investing and financing activities for the Initial Public Offering, and sincefollowing comparative periods. For additional detail, refer to the closingunaudited condensed consolidated statements of cash flows as presented within the Initial Public Offering, the searchunaudited condensed consolidated financial statements.
| Three Months Ended April 30, | |||||||||||
| (in thousands) | 2023 | 2022 | |||||||||
| Net cash provided by (used in) | |||||||||||
| Operating activities | $ | (30,601) | $ | (6,534) | |||||||
| Investing activities | $ | (12,581) | $ | (3,652) | |||||||
| Financing activities | $ | 1,399 | $ | 4,552 | |||||||
For the three months ended March 31, 2021, we had a
Contractual Obligations
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurredinvesting activities
Underwriting Agreement
We granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on March 9, 2021.
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwritersinvesting activities for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Administrative Services Agreement
Commencing on the date that our securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of our consummation of a Business Combination or our liquidation, we agreed to pay our Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of our management team. For the three months ended March 31, 2021, we accrued $10,000April 30, 2023, primarily consisted of purchases of property and equipment of $6.3 million and purchases of available-for-sale securities of $35.2 million, partially offset by sales and maturities of available-for-sale securities of $30.0 million.
Our Sponsor, executive officerspurchases of property and directors, or anyequipment of their respective affiliates will be reimbursed
three months ended
April 30, 2022, primarily consisted of proceeds from the exercise of common stock options of $5.0 million.This management’s
Investments Heldpolicies and estimates is discussed in the Trust Account
Our portfolioPart II, Item 7, “Management’s Discussion and Analysis of investments is comprised solelyFinancial Condition and Results of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. Our investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outsideOperations” of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 31,055,758 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet.
Net Loss Per Common Share
Net income (loss) per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,833,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented.
Our unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock for the three months ended March 31, 2021 is calculated by dividing the net gain from investments held in the Trust Account of approximately $51,000, net of applicable franchise taxes of approximately $50,000 for the three months ended March 31, 2021, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the three months ended March 31, 2021 is calculated by dividing the general and administration expenses of approximately $273,000, offering costs associated with derivative warrant liabilities of approximately $711,000, loss upon issuance of Private Placement Warrants of approximately $14.1 million, and change in fair value of derivative warrant liabilities of approximately $495,000, resulting in a net loss of approximately $14.6 million, by the weighted average number of Class B common stock outstanding for the period.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
2023 Form 10-K.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
Our management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our unaudited condensed consolidated financial statements.
Off-Balance Sheet Arrangements
Asstatements included in Part I, Item 1 of March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)this Form 10-Q for more information regarding recently issued accounting pronouncements.
are a smaller reporting company as defined by Rule 12b-2have in the past and may in the future be exposed to certain market risks, including foreign currency exchange risk, interest rate risk and inflation risk, in the ordinary course of the Exchange Actour business. For information relating to quantitative and arequalitative disclosures about these market risks, refer to Item 7A “Quantitative and Qualitative Disclosures About Market Risk” contained in Part II of our 2023 Form 10-K. Our exposure to market risk has not required to provide the information otherwise required under this item.changed materially since January 31, 2023.
Under the supervision and our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation ofevaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level, due solely to the material weakness in our internal control over financial reporting,) as of the end of the period covered by this Quarterly Report due solely to the significant change in the accounting treatment ofon Form 10-Q, and have concluded that, based on such evaluation, our warrants. As described in the Notes to Financial Statements under Item 1 of this Quarterly Report, the accounting treatment of our warrants for the reporting period covered by this Quarterly Report is significantly different from the accounting treatment of such securities for our prior financial reporting periods as reflected in our financial statements previously filed with the SEC. We have performed additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.Disclosuredisclosure controls and procedures are designedwere effective as of April 30, 2023 at the reasonable assurance level to ensure that information required to be disclosed by us in ourthe reports that we file or submit under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officerofficers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.waswere no changechanges in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarterthree months ended March 31, 2021, covered by this Quarterly Report on Form 10-QApril 30, 2023 that has have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.– OTHER INFORMATION- Other Information
None.
FactorsFactors. that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our prospectus dated March 4, 2021 filed with the SEC on March 8, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, thereprospectus dated March 4, 2021 filed with the SEC on March 8, 2021. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 6,900,000 public warrants and 5,933,333 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.As a result, included on our balance sheet as of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as liability, which may make it more difficult for us to consummate an initial business combination with a target business. from Registered SecuritiesUnregistered SalesOn December 16, 2020, our Sponsor paid an aggregate$25,000 for certain offering costs on our behalf in exchange for issuanceincome tax withholding obligations incurred through the vesting of 7,187,500 Class B commonrestricted stock (the “Founder Shares”). In February, 2021, our Sponsor transferred 25,000 founder shares to eachawards.
None.
Exhibit
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| By: | /s/ Ashley Johnson | |||||||
| Ashley Johnson | ||||||||
Chief (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer) | ||||||||