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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2025

Planet Labs PBC
(Exact name of registrant as specified in its charter)

Delaware
001-40166
85-4299396
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
645 Harrison Street, Floor 4
San Francisco, California
94107
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (415) 829-3313

N/A
(Former Name or Former Address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR     240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share
PL
New York Stock Exchange
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
PLWS
New York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2025, the stockholders of Planet Labs PBC (the “Company”) acted by written consent (the “Written Consent”) to elect General John W. Raymond to fill an existing vacancy on the Company’s board of directors as a Class II director, to serve until the Company’s 2026 annual meeting of stockholders and until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal (the “Election”). In accordance with Rule 14c-2 and Rule 14a-16 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Election will become effective on the 40th calendar day after the Notice of Internet Availability of Information Statement with respect to the Election is first sent to the Company’s stockholders (the “Effective Date”). The Written Consent was delivered in respect of 21,157,586 shares of the Company’s Class B common stock, representing approximately 61% of the voting power of the outstanding shares of voting stock of the Company entitled to vote at an election of directors.
General (Retired) John W. “Jay” Raymond has served as a Senior Managing Director at Cerberus Capital Management, L.P., since May 2022. Prior to retiring from military service in January 2023, Gen. Raymond served as the first Chief of Space Operations and Guardian for the newly established United States Space Force (the “Space Force”) from December 2019 to December 2022. Prior to the Space Force, Gen. Raymond served in numerous command, joint and service staff jobs in nuclear, space, cyber and air operations. Gen. Raymond holds an MA in National Security and Strategic Studies from the Naval War College, an MS in Administrative Management from Central Michigan University, and a BA in Administrative Management from Clemson University.
There are no arrangements or understandings between Gen. Raymond and any other persons pursuant to which Gen. Raymond was selected as a director of the Company. There are no transactions between Gen. Raymond and the Company that would be required to be reported under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
Gen. Raymond will be entitled to the normal fees paid to the Company’s non-management directors for service on the Company’s board of directors pursuant to the terms of the Company’s Outside Director Compensation Policy, substantially as described in the preliminary information statement on Schedule 14C filed by the Company with the Securities and Exchange Commission on January 16, 2025. The Company will also enter into an indemnification agreement with Gen. Raymond in the same form that the Company has entered into with other non-management directors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.
Item 7.01    Regulation FD Disclosure.
On January 16, 2025, the Company issued a press release announcing the election of Gen. Raymond. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be


deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Exhibit Description
99.1
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Planet Labs PBC
Date: January 16, 2025
By:
/s/ Ashley Johnson
Ashley Johnson
President and Chief Financial Officer



Exhibit 99.1
Gen. John W. "Jay" Raymond Elected to Planet’s Board
January 16, 2025

SAN FRANCISCO, January 16, 2025–Planet Labs PBC (NYSE: PL), a leading provider of daily data and insights about Earth, today announced General John W. "Jay" Raymond, formerly Chief of Space Operations of the U.S. Space Force and member of the Joint Chiefs of Staff, has been elected to Planet’s board by stockholder written consent.

“I’m very excited to welcome Gen. Raymond to our board of directors,” said Will Marshall, Co-Founder, Chief Executive Officer and Chairperson of Planet. “His many years of experience leading space operations at our highest levels of government are invaluable, particularly as we continue to expand our work with the public sector both in the US and internationally. He is a global expert on space strategy and we’re fortunate to be able to benefit from his deep and varied expertise. I look forward to him joining our team.”

“Timely, high-resolution satellite imagery is now more critical than ever to help combat the world’s most pressing issues, from natural disasters to geopolitical conflict. I believe Planet is uniquely equipped to provide the technology and data necessary to help identify and provide solutions, and I’m excited to help advise the company on its strategy and opportunities for growth,” said Gen. Raymond. “From the launch of the newest Pelican-2 satellite just this week to the myriad ways AI integration is enhancing what we can see beyond the human eye, I’m honored to join Planet at such a pivotal time for the business.”

As the first Chief of Space Operations of the U.S. Space Force, Gen. Raymond served as the senior uniformed Space Force officer responsible for the organization, training and equipping of all organic and assigned space forces serving in the United States and overseas. As a member of the Joint Chiefs of Staff, the Chief of Space Operations and other service chiefs function as military advisers to the Secretary of Defense, National Security Council and the President. Gen. Raymond was commissioned through the ROTC program at Clemson University in 1984. He commanded at squadron, group, wing, numbered air force, Major Command and Combatant Command levels. Gen. Raymond deployed to Southwest Asia as Director of Space Forces in support of operations Enduring Freedom and Iraqi Freedom. Prior to leading the establishment of the U.S. Space Force and serving as the 1st Chief of Space Operations, Gen. Raymond led the re-establishment of U.S. Space Command as the eleventh U.S. combatant command.

In accordance with applicable laws, Gen. Raymond’s election will become effective on the 40th day after the related Notice of Internet Availability of Information Statement is first sent to Planet’s stockholders, which Planet expects to occur in early 2025.

About Planet Labs PBC

Planet is a leading provider of global, daily satellite imagery and geospatial solutions. Planet is driven by a mission to image the world every day, and make change visible, accessible and actionable. Founded in 2010 by three NASA scientists, Planet designs, builds, and operates the largest Earth observation fleet of imaging satellites. Planet provides mission-critical data, advanced insights, and software solutions to over 1,000 customers, comprising the world’s leading agriculture, forestry, intelligence, education and finance companies and government agencies, enabling users to simply and effectively derive unique value from satellite imagery. Planet is a public benefit corporation listed on the New York Stock Exchange as PL. To learn more visit www.planet.com and follow us on X (formerly Twitter).

Forward Looking Statements

This press release contains 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. Forward-looking statements generally relate to future events or Planet’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates,” "could," "intends," "target," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar


Exhibit 99.1
terms or expressions that concern Planet’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding the election of Gen., Raymond to Planet’s board of directors, including the expected timing of the effectiveness of such election, the expansion of Planet’s operations domestically and internationally, Planet’s growth opportunities, and the development of Planet’s products, including the integration of AI. Planet’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks related to the macroeconomic environment and risks regarding Planet’s ability to forecast Planet’s performance due to Planet’s limited operating history. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in Planet’s filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements reflect Planet’s beliefs and assumptions only as of the date of this press release. Planet undertakes no obligation to update forward-looking statements to reflect future events or circumstances, except as may be required by law.

Planet Press
Claire Bentley Dale
press@planet.com

Planet Investor Relations
Chris Genualdi, Cleo Palmer-Poroner
ir@planet.com

v3.24.4
Cover
Jan. 10, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 10, 2025
Entity Registrant Name Planet Labs PBC
Entity Incorporation, State or Country Code DE
Entity File Number 001-40166
Entity Tax Identification Number 85-4299396
Entity Address, Address Line One 645 Harrison Street
Entity Address, Address Line Two Floor 4
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94107
City Area Code 415
Local Phone Number 829-3313
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001836833
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class A common stock, $0.0001 par value per share
Trading Symbol PL
Security Exchange Name NYSE
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Trading Symbol PLWS
Security Exchange Name NYSE
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