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SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedJanuary 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Planet Labs PBC (Exact name of registrant as specified in its charter) 85-4299396 (State or other jurisdiction of incorporation ororganization)(I.R.S. Employer Identification No.) 645 Harrison Street,Floor 4,San Francisco,California (415)829-3313 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the votingand non-voting stock held by non-affiliates of the registrant, was $598,227,498based upon the closing price of the registrant’s Class Acommon stock on such date on the New York Stock Exchange. The registrant had281,093,438outstanding shares of Class A common stock and21,157,586outstanding shares of Class B commonstock, as of March 21, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which will be filed with theSecurities and Exchange Commission within 120 days of January 31, 2025, are incorporated by reference into Part III of this AnnualReport on Form 10-K. TABLE OF CONTENTS PagePart I1Item 1. Business2Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments52Item 1C. Cybersecurity52Item 2. Properties53Item 3. Legal Proceedings54Item 4. Mine Safety Disclosures54Part II55Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55Item 6. [Reserved]56Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations56Item 7A. Quantitative and Qualitative Disclosures About Market Risk74Item 8. Financial Statementsand Supplementary Data75Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures121Item 9A. Controls and Procedures121Item 9B. Other Information122Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.122Part III122Item 10. Directors, Executive Officers and Corporate Governance122Item 11. Executive Compensation122Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stock