Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 62K Employee Benefit Plan
5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 253K
2: EX-5.1 Opinion of Counsel re: Legality HTML 10K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
4: EX-FILING FEES Filing Fees HTML 21K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting 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
☐
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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTION
This
Registration Statement on Form S-8 is being filed by Planet Labs PBC (the “Registrant”) to register an additional 14,463,774 shares of the Registrant’s Class A common stock, par value $0.0001 per share, issuable under Planet Labs PBC 2021 Incentive Award Plan (the “2021 Plan”) and an additional 2,892,754 shares of the Registrant’s Class A common stock, par value $0.0001 per share, issuable under Planet Labs PBC 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of each of the 2021 Plan and the 2021 ESPP that provide for an automatic annual increase in the number of shares reserved for issuance under these respective plans.
# Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 28th day of March, 2024.
Each person whose signature appears below constitutes and appoints William Marshall and Ashley Johnson as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement on Form S-8 (and any additional registration statement that is to be effective upon filing under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities held on the dates indicated.
