Planet Labs PBC-A美股招股说明书(2026-06-05版)

Up to $1,500,000,000 ofClassA Common Stock We have entered into an equity distribution agreement (the “equity distribution agreement”) with GoldmanSachs & Co. LLC,Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., DeutscheBank Securities Inc., BofA Securities,Inc., Cantor Fitzgerald & Co., Citizens JMP Securities, LLC, Craig-Hallum Capital Group LLC, Needham & Company, LLC,Northland Securities, Inc., Wedbush Securities Inc., Clear Street LLC and JonesTrading Institutional Services, LLC, as our salesagents (in such capacity, the “sales agents”), the forward sellers (as defined below) and the forward purchasers (as defined below)relating to the sale of shares of our ClassA common stock, par value $0.0001 per share (“common stock”), offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, wemay offer and sell shares of our common stock having an aggregate offering price of up to $1,500,000,000 from time to timethrough or to the sales agents, acting as our agents or principal, or through the offer and sale of borrowed shares of our commonstock by one or more forward sellers pursuant to any range forward sale agreement (as defined below) entered into by us with therelevant forward purchaser pursuant to the equity distribution agreement. The equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock throughthe sales agents acting as our agents or directly to the sales agents acting as principals, we also may enter into one or more forwardsale agreements (each a “range forward sale agreement”) under separate forward sale confirmations between us and each ofGoldman Sachs Bank USA and Citibank, N.A. Each of these entities, when acting in such capacity, is referred to in this prospectussupplement as a “forward purchaser.” In connection with each range forward sale agreement, the relevant forward purchaser will, atour request, use commercially reasonable and good faith efforts to borrow from third-party stock lenders and, through its affiliatedforward seller, sell a number of shares of our common stock equal to the number of shares intended to underlie such range forwardsale agreement to hedge such range forward sale agreement. Each of Goldman Sachs & Co. LLC and Citigroup Global MarketsInc., when acting as the agent for its respective forward purchaser, is referred to in this prospectus supplement as a “forward seller.”Transactions contemplated by the range forward sale agreements are referred to herein as “range forward transactions.” Pursuant to any range forward sale agreement, we will agree to sell to the relevant forward purchaser up to the number ofshares of our common stock specified in such range forward sale agreement (subject to adjustment as set forth therein) and therelevant forward purchaser will use commercially reasonable efforts in good faith to borrow from third-party stock lenders suchmaximum number of shares and sell such borrowed shares (the “hedging shares”) through the relevant forward seller over a periodof time to be agreed between us and such forward purchaser and forward seller (an “initial hedging period”), all subject to the termsof the equity distribution agreement and such range forward sale agreement. We have been advised by each forward purchaser thatit expects that, on the same days during the applicable initial hedging period when the relevant forward seller is selling a number ofhedging shares necessary to introduce into the public market the maximum number of shares underlying the relevant range forwardtransaction, such forward purchaser or its affiliates or agents will be contemporaneously purchasing a substantial portion of suchnumber of shares in the open market for its own account in a manner designed to avoid the matching or crossing of those sales andpurchases, as each forward purchaser expects its initial hedge position in respect of the relevant range forward transaction to be lessthan the maximum number of shares underlying such range forward transaction. We expect that each range forward transaction willconsist of a number of components equal to the number of Exchange Business Days (as defined in the relevant range forward saleagreement) during the applicable initial hedging period, each of which components will correspond to a single Exchange BusinessDay during such initial hedging period. The floor price and the cap price for each component of a range forward transaction will bedetermined upon completion of the applicable initial hedging period by multiplying the volume weighted average price at which therelevant forward seller will have sold the hedging shares for such component on the relevant Exchange Business Day during suchinitial hedging period (the “hedge reference price”) by the floor percentage and the cap percentage specified in the relevant rangeforward sale agreement, respectively. The forward pr