Planet Labs PBC(PL) - 2022 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed financial statements and management's analysis of the company's financial condition and operations Item 1. Condensed Financial Statements This section presents the company's unaudited condensed financial statements, including balance sheets, statements of operations, and cash flows, along with explanatory notes Condensed Balance Sheets The balance sheet as of March 31, 2021, shows total assets of $346.5 million, primarily trust investments, and total liabilities of $47.2 million Condensed Balance Sheet Data (Unaudited) | | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Assets | | | | Cash | $858,767 | $— | | Investment held in Trust Account | $345,051,009 | $— | | Total Assets | $346,518,868 | $85,750 | | Liabilities | | | | Total current liabilities | $435,287 | $62,150 | | Deferred underwriting commissions | $12,075,000 | $— | | Derivative warrant liabilities | $34,679,665 | $— | | Total Liabilities | $47,189,952 | $62,150 | | Stockholders' Equity | | | | Class A common stock subject to possible redemption | $294,328,910 | $— | | Total stockholders' equity | $5,000,006 | $23,600 | Unaudited Condensed Statement of Operations The statement of operations for the three months ended March 31, 2021, reports a net loss of $14.5 million, mainly due to warrant-related charges Statement of Operations Highlights (For the three months ended March 31, 2021) | Metric | Amount | | :--- | :--- | | Loss from operations | $(322,918) | | Loss upon issuance of private placement warrants | $(14,062,000) | | Change in fair value of derivative warrant liabilities | $495,335 | | Net loss | $(14,549,315) | Unaudited Condensed Statement of Cash Flows The cash flow statement for the three months ended March 31, 2021, shows a net increase in cash of $858,767, driven by IPO proceeds and trust account investments Cash Flow Summary (For the three months ended March 31, 2021) | Activity | Net Cash Flow | | :--- | :--- | | Net cash used in operating activities | $(261,333) | | Net cash used in investing activities | $(345,000,000) | | Net cash provided by financing activities | $346,120,100 | | Net increase in cash | $858,767 | Notes to Unaudited Condensed Financial Statements The notes provide details on the company's blank check nature, IPO proceeds, key accounting policies for warrants and equity, and related party transactions - The company is a blank check company formed to effect a business combination and has 24 months from its March 9, 2021 IPO to do so[21][33] - The company consummated its IPO of 34,500,000 units at $10.00 per unit, generating gross proceeds of $345.0 million[23][70] - The company identified a misstatement in its initial accounting for warrants, reclassifying them from equity to derivative liabilities, with the impact deemed immaterial[42] - The fair value of derivative warrant liabilities was determined using Level 3 inputs (Black-Scholes and Monte Carlo simulation models)[102][107] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's post-IPO status, financial condition, and results of operations, highlighting a net loss, going concern risk, and critical accounting policies - The company is a blank check company formed to effect a business combination, with a 24-month period from March 9, 2021, to complete a transaction[113][117] - For the three months ended March 31, 2021, the company had a net loss of approximately $14.5 million, mainly from warrant-related expenses[125] - Management believes the company will not have sufficient working capital to meet its needs through the earlier of a business combination or one year from the filing, raising going concern considerations[119][122] - Critical accounting policies include classifying warrants as derivative liabilities and Class A common stock subject to redemption as temporary equity[134][135] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[144] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were ineffective due to a material weakness in internal control over financial reporting related to warrant accounting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2021[145] - The ineffectiveness was attributed to a material weakness in internal control over financial reporting, stemming from the change in accounting treatment for the company's warrants[145] PART II. OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[148] Item 1A. Risk Factors A material risk factor is the accounting treatment of warrants as derivative liabilities, which may cause financial volatility and impact business combination efforts - A key risk is the accounting of warrants as liabilities, which requires re-measurement at fair value each period, potentially causing material fluctuations in financial results[151][152] - This accounting treatment may have an adverse effect on the market price of the company's shares and could make it more difficult to find a target business for a combination[152] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities This section details the unregistered sale of Founder Shares and confirms the use of IPO proceeds, with $345.0 million placed in the Trust Account - The Sponsor purchased 7,187,500 Class B common shares for $25,000, which became 8,625,000 shares after a stock split[153] - From the IPO and Private Placement, $345.0 million was placed in the Trust Account[155] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - None[157] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[158] Item 5. Other Information The company reported no other information - None[159] Item 6. Exhibits This section lists exhibits filed with the SEC, including officer certifications and XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL data files[161]