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#1planet Investor Presentation July 2021 + Image: South Passage, Australia - October 1, 2015#22 Disclaimers About this Presentation This investor presentation (this "Presentation") relates to a proposed business combination (the "Business Combination") between dMY Technology Group, Inc. IV ("dMY") and Planet Labs, Inc. (the "Company"). The information contained herein does not purport to be all-inclusive and none of dMY, the Company or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of dMY, the Company, or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Forward Looking Statements Certain statements in this Presentation may be considered "forward-looking statements" for purposes of the federal securities laws. Forward-looking statements generally relate to our current expectations, hopes, beliefs, intentions, strategies or projections about future events or dMY's or the Company's future financial or operating performance. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipated growth in demand for the Company's services, projections of the Company's future financial results and other metrics and ownership of the combined company following the closing of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma," "may," "should," "could," "might," "plan," "possible," "project," "strive," "budget," "forecast," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward- looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. You should not rely on these forward-looking statements as predictions of future events. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by dMY and its management, and the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against dMY, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of dMY, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that the Company or the combined company may be adversely affected by other economic, business, or competitive factors; the Company's estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and continue to innovate its existing services; the ability of the Company to defend its intellectual property; the impact of the COVID-19 pandemic on the Company's business; and other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in dMY's final prospectus dated March 4, 2021 relating to its initial public offering and those risk factors relating to the Company's business identified in the appendix to this Presentation. dMY and the Company caution that the foregoing list of factors is not exclusive. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward- looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither dMY nor the Company undertakes any duty to update these forward-looking statements. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed by dMY relating to the Business Combination and the proxy statement/prospectus contained therein. This Presentation also includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including non-GAAP Gross Profit, non-GAAP Gross Margin, Adjusted free cash flow, Adjusted free cash flow margin, Adjusted EBITDA and certain ratios and other metrics derived therefrom. The Company defines non-GAAP gross profit as gross profit plus stock-based compensation classified as cost of goods, and non-GAAP gross margin as the percentage of non-GAAP gross profit relative to net revenue during a given period. The Company defines Adjusted free cash flow as Adjusted EBITDA less capital expenditures, and Adjusted free cash flow margin as the percentage of Adjusted free cash flow relative to net revenue during a given period. The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization and stock-based compensation expense. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company's presentation of these measures may not be comparable to similarly-titled measures used by other companies. dMY and the Company believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. dMY and the Company believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, dMY and the Company are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. Use of Projections This Presentation contains financial forecasts for the Company with respect to certain financial results for the Company. Neither dMY's nor Company's independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this Presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data In this Presentation, dMY and the Company rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither dMY nor the Company has independently verified the accuracy or completeness of any such third-party information. Some data is also based on the good faith estimates of the Company and dMY which are derived from their respective reviews of internal sources as well as the independent sources described above. This Presentation contains preliminary information only, is subject to change at any time and, is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with Company and dMY. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SMⒸ or symbols, but dMY and the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.#33 Highly Differentiated dMY Technology Franchise 7 transactions in 13 months, deploying $2B in total capital¹ Harry You Co-Chairman dMY Technology Group I NYSE: DMYT • Former EVP, Office of Chairman of EMC • Former President, CFO and Co-Founder of GTY • Former CEO of Bearing Point and CFO of Oracle and Accenture RUSH STREET Fidelity INTERACTIVE $230m in trust $160m PIPE Consumer internet Includes 4 SPAC IPOS and 3 PIPE announcements. 2Definitive merger announced but not yet closed. ■ I dMY Technology Group II NYSE: DMYD genius sports CALEDONIA INVESTMENTS $276m in trust $330m PIPE Sports data Niccolo De Masi CEO ▪ Breakthrough Energy SILVERLAKE G/ dMY Technology Group III NYSE: DMYI (DELL • • IONQ² HYUNDAI MUBADALA Mobile pioneer - Software & Hardware Former CEO of Glu Mobile, Monstermob and Hands-On Mobile Chairman of Glu Mobile; Board of lonQ, Jagex, GENI & RSI $300m in trust $350m PIPE Quantum computing NEA Fidelity dMY Technology Group IV NYSE: DMYQ planet. $345m in trust $200m PIPE Whole earth data р#44 World Class Team Robbie Schingler Chief Strategy Officer, Co-Founder James Mason Senior Vice President of Space Systems Brian Hernacki Senior Vice President of Software William Marshall Chief Executive Officer, Co- Founder Kevin Weil President, Product and Business Rosanne Saccone Chief Marketing Officer Charlie Candy Chief Revenue Officer Ashley Fieglein Johnson Chief Financial and Operating Officer Kristi Erickson Chief People Officer Laura Malinasky Chief Legal and Compliance Officer р#55 Planet indexes the Earth and makes it searchable, the way Google indexes the internet. What will you discover? | р#66 Key Investment Highlights р 1 The leading provider of daily, global Earth data - mission critical to the worldwide ESG transition 5 2 Proven innovator in space, data and ML analytics; first mover advantage - significant barriers to entry 3 Established subscription business with multiple levers to capture a massive market opportunity 4 Attractive financial profile with strong operating leverage Experienced management team with a track-record of building market making businesses р#77 Planet is a One-to-Many Data Platform O Daily, Global Scanning → Revolutionary 200+ Satellites in Orbit Global Scale Most Frequent Cadence → Up to 10 revisits/day¹ ~2x Earth Land Area / Day 100% of Data is ML-analyzed² 24h) 50M+ Detections 25TB Data Captured Daily Largest Fleet → 10x competition $110M+ FY2021A Revenue Business Metrics 73% of ACV is Multi-Year Deals5 DO One-to-Many Model Uniquely Scalable 90%+ Recurring ³ 888 ATA 62% FY2021A PlanetScope Gross Margins4 600+ Customers Across Multiple Verticals6 Note: FYE January 31st ¹ Revisits/day is defined as number of times Company satellites image a particular area of interest on a given day. 2 ML-analyzed describes Planet's machine learning capabilities. 3 Recurring contracts are defined as those that are either subscription-based or have a minimum commitment of usage. "PlanetScope represents 73% of FY2021A revenue. Gross Profit used to calculate gross margin reflects non-GAAP Gross Profit relative to net revenue. Non-GAAP Gross Profit includes Depreciation & Amortization costs and adds back stock-based compensation classified as cost of goods. 5 Represents percentage of Company Annual Contract Value contracted with a term that exceeds 1 year. р 6 A customer is defined as a distinct entity which has a commercial relationship with Company, i.e. subscription agreements or one-off purchases of data. As of end of period January 2021.#88 Proven Innovator with Multiple Compounding Moats CEEE WI Samusus MOAT 2 HALL Virtuous Cycle Drives Competitive Differentiation Proprietary Big Data Cloud APIs & integrations Al & ML-ready Data archive for ML training Faster iteration More satellites Easily add sensors planet.platform Platform and Analytics MOAT 3 Agile Space Missions Feedback from Customer use Data-enabled apps MOAT 1 р#99 Planet is Years Ahead of the Competition A Scaled Next Generation Commercial Geospatial Company Other New Space EO Providers Today Prototype Satellite 2010-2011 First Spacecraft Design & Test → Satellite Image 2012-2013 ← Iterate Satellite Design → Operational Satellite 2014-2015 ← Iterate to Improve Capabilities to be Operational → Operational Constellation 2016-2018 ML-Ready, Harmonized Data - Iterate to Improve Capabilities for Mass Manufacturing & Fleet Operations → 2019-2020 ol Business Planet Today planet. Application Ecosystem 462 satellites launched to date 30+ petabytes of Earth data 100% of data is ML-analyzed¹ Massive archive for ML training Note: This is an illustrative example of development of EO providers based on market research and Company knowledge and experience. Includes comparison against multiple North American satellite providers and several other international entrants. ML-analyzed describes Planet's machine learning capabilities. a & Beyond ************ ****** р#1010 • PERUMANÍA Big Basin Forest Fire Burn 1.20 Planet is 'the Bloomberg Terminal' for Earth Data Traffic Movement Pal Difference 28.57% 13.3% 10.2% 12.1% 0.5% 18.1% 10.3% 14.7% 12.5% Vancouver#11Planet's Data is Mission Critical A field of crops shows early signs of infestation... 11 and a farmer saves this season's crop yield. Without daily data Agriculture companies lose revenue and competitive advantage ¹Source: Measuring Carbon Emissions from Tropical Deforestation, EDF A plane departs from a location of interest... and a government maintains situational awareness and reduces conflict. Without daily data Governments lack situational awareness - risking national security and citizen safety. A paper company can monitor their supply chain.... and track deforestation, a cause of up to 20% of annual Greenhouse Gas emissions¹. Without daily data Companies lack information to report important ESG metrics - excluding them from key investor portfolios. р#12. . Established Subscription Business Across Many Large Verticals Representing Annual Revenue of $110M+, Across 600+ Customers¹ Agriculture Variable Rate Seeding / Fertilizer Crop Yield Directed Scouting Harvest Planning CORTEVA agriscience 12 B A BAYER R PAND Granular TARANIS syngenta Defense & Intelligence Security & Safety Vessel Monitoring Natural Resource Protection Emergency Response U.S. National Reconnaissance Office² Multiple Strategic Ministries of Defense in Europe, the Middle East, and Africa Multiple Strategic Ministries of Defense in Asia Pacific Multiple Strategic Security & Intelligence Agencies in Latin and South America Permitting & Code Enforcement Environmental Disaster Management NASA Civil SAL elegteglargarnes Ciutat INSIA SNET 1 As of FY2021A. FYE January 31st. 2 Press advisory by National Reconnaissance Office regarding Planet contract. nro.gov Mapping / Internet Topography Road Detection GIS Google SKYWATCH MAPBIOMAS SWIFT GEOSPATIAL Forestry Depletion Measurements Supply Chain Sustainability A Weyerhaeuser cmpc arauco NICFI Norway's Internation/ Chinele and Fores: Inflative ARMS Creating Forest Value Since 1950 Energy Monitoring Spill & Disaster Management Carb arbon Tracker KAYRROS BAZEAN RIVERBENDR ENERGY GROUP inter pipeline ESG & Sustainability Relevant to All Vertical Markets connected SDGE Sempra Energy unity" Finance ESG Metrics Trading Strategies Investment Research Multiple Hedge Funds Multiple Multinational Investment Banks Multiple Investment Research Firms Large Financial Data Provider Insurance Imagery and Signals Asset Monitoring Risk Assessment NAU Country A QBE Insurance Company Multiple Agriculture Crop Insurance Firms Multiple Insuretech Companies Large Automobile Insurance Company р#1313 Planet is at the Center of Two Multi-Trillion Dollar Global Economic Shifts $100 T Cumulative value created by 2025¹ DIGITAL TRANSFORMATION Big Data & Al are unleashing a significant opportunity across industry; from Agriculture to Transportation to Forestry to Government, Planet delivers the data needed to create digital efficiencies and reduce cost. World Economic Forum - Digital Transformation Initiative. Estimate of value that digitalization could create over the next decade. 2 Bloomberg-ESG Assets May Hit $53 Trillion by 2025. planet $53 T Global ESG assets by 2025² SUSTAINABILITY TRANSFORMATION Planet can help countries measure their regulations, banks measure their green bonds, companies measure their ESG goals - valuing natural systems in the economy. р#14Planet Has a Massive Market Opportunity Civil Government / Public Authorities $29B Industrial/ Supply Chain $24B Sustainable Finance & Insurance $18B 14 Supply Chain Sustainability Asset Monitoring Smart Cities & Urban Planning +$75bn Digital Transformation³ (2027E) AŇA Air/Water Pollution Monitoring Carbon Footprint Management +$35bn Sustainability Transformation² (2027E) +$19bn Satellite Data Services¹ (2027E) Defense & Intelligence $16B Security & Safety Weather Monitoring Crop Monitoring Precision Agriculture Forest Management Risk Management Carbon Footprint Management *Satellite Data Services Market, Allied Market Research (Dec-2020). 2 Geospatial Analytics Market, Allied Market Research (Nov-2020). 3 Green Technology and Sustainability Market, Allied Market Research (Dec-2020). Vertical market sizes extrapolated by Company estimates based on reports listed above. Note: Figures reflect global market size. Agriculture $11B Disease & Pest Monitoring H Pipeline Monitoring Forestry $8B Energy & Utilities $22B р#1515 Simplifying Earth Data with ML to Deliver High Value in One Platform... Crop Infestation Detection A Land Cover Classification ■ Permitting Enforcement Analytics Models/Workflows Vessel Detection Object Detection Building Damage Detection www 00 Applications Wildfire Risk Mitigation anall Summary Statistics Automated data processing Computer vision for color-correction (planet.platform ■ Harmonized time series Illegal Logging Road Detection ■ 24h Solutions Construction Monitoring A Change Detection Data fusion with 3rd party data sets Multi-modal data enhancement ■ On-demand in the cloud and via API р#1616 Multiple Levers for Growth Additional Growth Vectors Not Factored Into Our Model 010 Scaling in Existing Verticals Through investment in sales, marketing and software solutions Advanced Predictive Analytics and Modeling To deliver customer value by forecasting future outcomes Expansion into New Verticals Through software solutions that move up the stack Enable Long-Tail Adoption With simple consumer- like tools for any user and apps ecosystem Establish Platform Ecosystem Create a robust apps ecosystem Fusion of Novel Data Sets To combine new products and capabilities with synergistic impact New Sensors & Data Sets Meet market demand with new proprietary data Strategic Acquisitions To accelerate all the above р#1717 Compelling Subscription KPIs $; L RA RA Predictable Subscription and Usage-Based Model Long Term Multi-Year Contracts Track Record of Upsell Expansion Diverse Customer Base Across Multiple Verticals Note: FYE January 31st Business metrics as of FY2021. Recurring contracts are defined as those that are either subscription-based or have a minimum commitment of usage. 2 Defined as contracts with term lengths longer than 1 year. 90%+ Recurring¹ 70%+ Multi-Year Deals² 110%+ Net Dollar Retention Rate 600+ Customers Across Multiple Markets р#1818 Strong Growth Over the Last 5 Years... Consolidated Revenue ($ in millions) Fiscal Year Ended January 31st $43 CY2016A $66 CY2017A 27% CAGR $73 CY2018A $96 FY2020A $113 FY2021A ACV Breakdown¹ By Revenue Type 92% By Deal Length 73% ▪ Recurring Other ■> 1 Year < 1 Year Note: Fiscal year changed from December 31st to January 31st in 2019. Annual Contract Value (ACV) is the total amount of value that a customer has agreed to pay for in a 12 month period as of the measurement date. For short-term contracts (<12 months), ACV is equal to total contract value. Usage-based ACV has committed contract minimums. Reflects FY2021A figures. р#1919 Highly Diversified and Differentiated Revenue Base Mapping 17% Revenue $113mm 1 <$5mm Revenue 14% Defense & Intelligence 22% Today (FY2021A) Agriculture 23% Civil 24% Revenue by Vertical Note: FYE January 31st ¹ Includes Energy & Infrastructure, Education & Research, Commercial Forestry, Finance & Insurance, ISV, BI & Analytics. Mapping 6% ISV, BI & Analytics 7% Finance & Insurance 10% Revenue $693mm Education & Research Commercial Forestry Other 3% 3% 4% Tomorrow (FY2026E) Energy & Infrastructure 10% Defense & Intelligence 15% Agriculture 25% Civil 17% р#20Revenue ($ in millions) 20 Strong Pipeline for Near-Term Growth $250 $200 $150 $ 100 $50 $0 $130 FY2022E 1 A Q2'22E ACV of $130mm demonstrates high visibility to FY2022E revenue Net Retention Note: FYE January 31st ¹ References existing Planet pipeline for period shown Federal & Civil Potential Upside¹ B International Agriculture / Government Fusion Other Commercial $ 191 FY2023E Strategic Partners Further upside potential driven by strategics and higher close rates on sales pipeline $ 206 FY2023E + Strategic Partner Upside A B Based on 112% net retention rate, which excludes significant upside opportunity for expansion within existing customers Based on ~20% close rate on pipeline of business C Upside to model based on strong momentum from strategic discussions р#2121 Revenue ($ in millions) Multiple Levers to Accelerate Revenue $300 $ 250 $200 $150 $100 $50 $0 65% of FY2022E revenue from committed contracts $ 130 FY2022E A Expand within Existing Customers B Increase Sales Account Executives by ~2.5x Increase Marketing spend by ~2x Land Customers in Core Verticals Capture New Verticals + Move Up Data Stack $ 289 FY2024E A Grow Customer Success headcount by ~2x to drive customer retention and upsell B Grow Software Engineering headcount by ~2x and develop wide distribution of new products such as Data Fusion Note: FYE January 31st "Land Customers in Core Verticals" represents gaining new customers in core verticals of agriculture, government and mapping. "Capture New Verticals + Move up Software Stack" represents gaining new customers in less mature verticals such as Energy & Infrastructure, E&R +Impact, Commercial Forestry, Finance & Insurance, and ISV, BI & Analytics ("Independent Software Vendor, Business Intelligence and Analytics"). р#2222 ...And a Path to Significant Scale with Compelling Unit Economics Consolidated Revenue ($ in millions) $113 FY2021A Gross Profit¹ ($ in millions) B 24% $27 FY2021A A $130 FY2022E 40% $52 FY2022E 44% CAGR $191 FY2023E 50% $95 FY2023E $289 FY2024E 62% $180 FY2024E $449 FY2025E 70% $314 FY2025E $693 FY2026E 74% $515 FY2026E A 65% of FY2022E revenue from committed contracts B PlanetScope (~73% of FY2021A Revenue) had gross margins of ~62% in FY2021A (including Depreciation & Amortization) Note: FYE January 31st. Gross Profit used to calculate gross margin reflects non-GAAP Gross Profit relative to net revenue. Non-GAAP Gross Profit includes Depreciation & Amortization costs and adds back stock-based compensation classified as cost of goods. р#2323 Clear Path to Profitability and Robust Cash Flow Generation Adjusted EBITDA¹ Unaudited, ($ in millions) (9%) $(11) FY2021A (36%) (28%) $(41) FY2021A $(36) FY2022E Adjusted Free Cash Flow² Unaudited, ($ in millions) (42%) (20%) $(55) FY2022E $(39) FY2023E (30%) $(58) FY2023E (3%) $(10) FY2024E (15%) $(43) FY2024E A 15% $ 67 FY2025E 5% $24 FY2025E 27% $ 187 FY2026E B 20% $140 FY2026E A Transaction proceeds fund growth investments through Adjusted EBITDA breakeven B Significant FCF generation driven by one-to-many business model and revenue scale relative to maintenance capex for constellation Note: FYE January 31st. Adjusted EBITDA is a non-GAAP metric defined as gross profit less operating expenses, add back stock-based compensation and depreciation & amortization, and EBITDA margin as the percentage of EBITDA relative to net revenue during a given period. 2 Adjusted Free Cash Flow defined as Adjusted EBITDA less capital expenditures, and Adjusted free cash flow margin as the percentage of Adjusted free cash flow relative to net revenue during a given period. р#2424 A Business Model with Strong Operating Leverage Description COGS R&D S&M G&A Capex ■ I ■ . Cloud Hosting Costs Mission Operations Teams Technical Support Professional Services Spacecraft & Engineering Operations Software Development & Data Science Sales (Direct & Channel) Marketing Customer Success Corporate Functions (Finance, HR, Legal, Regulatory) Overhead allocated across departments Space Capex includes Bill of Materials, manufacturing, and launch ground stations (non-leased) Leasehold improvements . I ■ Commentary Low incremental cost to serve a data subscription model Self-serve model drives high gross margins R&D investments in tools for enhanced data insights and analytics Space investments in new ESG data sets and ML-readiness Scalable model through platform ecosystem Multi-year subscription model drives high Customer Lifetime Value Scales with absorption of public company costs Agile approach drives manufacturing efficiency and reduced Bill of Materials costs Satellite payback period <1 year Long-Term FCF² Margin: ¹Represents expense as a percentage of revenue. 2Free Cash Flow defined as Adjusted EBITDA less capital expenditures, and free cash flow margin as the percentage of free cash flow relative to net revenue during a given period. Long-Term Target¹ 15-20% 16-19% 24-27% 6-9% 5-8% 20-35% р#25+ Valuation Overview Image: Shallow Seas, Bahamas - February 4, 2016 р#26Proposed Transaction Summary ($ in millions, except per share amounts) Key Transaction Terms ■ ▪ ■ Pro forma enterprise value of $2,250mm Existing Planet shareholders will retain 77% ownership in the pro forma company Net proceeds of $434mm (after transaction expenses and paydown of existing debt) will go to the balance sheet³ Illustrative Pro Forma Ownership? dMY Shareholders 34.5mm, 12.5% dMY Sponsor 7.8mm, 2.8% PIPE Investors 20.0mm, 7.3% O Existing Planet Shareholders⁹ 213.5mm, 77.4% Share Price Pro Forma Shares Outstanding Equity Value Pro Forma Net Debt / (Cash) Enterprise Value Pro Forma Valuation dMY IV Shares to Planet Existing Shareholders dMY IV Cash Held in Trust PIPE Investment Total Sources Cash to Balance Sheet Paydown of Existing Debt Equity to Planet Existing Investors Estimated Transaction Expenses Total Uses 1 Pro Forma Net Debt / (Cash) includes pre-transaction cash of $74mm and cash proceeds of $434mm from the transaction. 2 Represents 213.5mm pro forma shares owned by Planet existing shareholders valued at $10.00/share. Excludes unvested equity awards. 3 $20 million of potential Planet transaction expenses expected to be paid out from the cash to balance sheet. Such transaction expenses could be higher than anticipated. Sources Uses $10.00 276 $ 2,758 (508)¹ $2,250 $ 2,135² 345 200 $ 2,680 $ 434³ 714 2,1355 406 $ 2,680 * Includes $65mm of debt and $6mm of repayment fees. Debt repayment excludes convertible debt, which is treated as equity. At the proposed transaction value, all convertible notes are anticipated to convert to common stock of Planet immediately prior to the closing of the DeSPAC at a 20% discount to the consideration per share received by existing Planet equity, and are included in Existing Planet Shareholders share count. 5 Determined using treasury stock method. Will not be subject to any adjustments to purchase price based on cash, debt and debt-like items or working capital. 6 Excludes $20mm of potential Planet transaction expenses expected to be paid out upon closing of the merger. Such transaction expenses could be higher than anticipated.. Assumes no redemptions from dMY IV's existing public shareholders. Assumes PIPE shares are issued at a price of $10.00. Excludes unvested equity awards, the impact of dMY IV's warrants (public or private) and 10% LTIP and 2.5% ESPP to be created as part of deSPAC. 8 Based on 7.8mm founder shares at $10.00. Excludes 0.22mm founder shares subject to earnout based on achievement of $15.00 price per share, 0.22mm founder shares subject to earnout based on achievement of $17.00 price per share, 0.22mm founder shares subject to earnout based on achievement of $19.00 price per share, and 0.22mm founder shares subject to earnout based on achievement of $21.00 price per share any time prior to or as of the 5th anniversary of the closing of the transactions. Excludes 5.93mm Private Placement Warrants held by dMY Sponsor IV, 2.97mm of which will be subject to the same earnout as described above. The remaining Private Placement Warrants have a strike price of $11.50. A small group of investors, including one of dMY Technology Group's independent directors, contributed to dMY's sponsor approximately 55% of the risk capital for an interest in the sponsor corresponding to approximately 30% of the sponsor's founder shares. 9 Excludes 27mm of earnout shares subject to the same earnout conditions as described above for the sponsor founder shares. Note: Will Marshall and Robbie Schingler will be issued "high vote" shares with 20:1 voting power. The high vote shares will sunset into single vote common stock upon the earlier of the (1) tenth anniversary of the closing of the merger and (ii) six month anniversary of such founder no longer providing services as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role at Planet; provided that the shares will automatically convert into single vote shares if the founder is terminated for cause. Shares owned by Planet Founders and Directors & Officers of dMY will proportionally be subject to an 18-month lock-up with potential for early release after 12 months if certain conditions are met; shares owned by 5% shareholders of Pianet (other than Founders), go-forward Directors & Officers of Planet and other 26 investors in dMY Sponsor subject to a 12-month lock-up with potential for early release after 6 months if certain conditions are met. The 10% plus holders of Planet's voting stock prior to the merger include Google LLC, affiliates of Draper Fisher Jurvetson, William Marshall and Robert Schingler. Planet also has engaged Marc Benioff as a strategic advisor. For his services, he received an option to purchase 1.2mm shares of Planet's Class A common stock at $14.94 per share, which he exercised early in full. Mr. Benioff can only be terminated with cause for the first 30 months. In addition, he will purchase PIPE shares. р#2727 Identifying the Competitive Universe Planet is Unique and Category-Creating Data Analytics & Infrastructure Peers ▪ Similar long-term growth and margin profile Predictable, recurring business models Operating in large, underserved markets Competitive moats associated with platform and technology capabilities ■ ■ ■ 田 DATADOG mongoDB CLOUDFLARE planet. Q Palantir Z zoominfo ←unity twilio р#2828 Operational Benchmarking 51% planet. 1 62%¹ planet. 39% Z zoominfo 88% Z zoominfo 37% CLOUDFLARE 80% unity CY2021E-CY2024E Revenue CAGR 34% SES. DATADOG 78% Median: 32% DATADOG 32% CY2023E Gross Margin mongoDB Median: 77% 77% CLOUDFLARE Data Analytics & Infrastructure 29% twilio 75% QPalantir 24% QPalantir 73% mongoDB Source: Company filings, Wall Street Research, Management Estimates, IBES estimates; market data as of 22-Jun-2021 Note: Peer estimates calendarized to December year end, Planet projections reflect FY metrics (FYE January 31st). ¹ Gross Profit used to calculate gross margin reflects non-GAAP Gross Profit relative to net revenue. Non-GAAP Gross Profit includes Depreciation & Amortization costs and adds back stock-based compensation classified as cost of goods. 24% ←unity 57% 8 twilio р#2929 Valuation Benchmarking 12x planet. 0.24x planet. 42x CLOUDFLARE 1.35x CLOUDFLARE 31x Q Palantir 1.10x Palantir EV/CY2022E Revenue 29x DATADOG 0.96x Median: 27x mongoDB 27x Growth Adjusted EV / CY2022E Revenue¹ Median: 0.95x mongoDB. 0.95x unity Data Analytics & Infrastructure Source: Company filings, Wall Street Research, Management Estimates, IBES estimates; market data as of 22-Jun-2021 Note: Peer estimates calendarized to December year end, Planet projections reflect FY metrics (FYE January 31st). Planet multiples based on pro forma Enterprise Value of $2,250mm. ¹ Calculated as EV / Revenue multiple divided by (CY2021E-CY2023E Revenue CAGR * 100). 26x ←unity 0.88x DATADOG 25x Z zoominfo 0.82x Z zoominfo 20x twilio 0.64x twilio р#3030 Valuation Benchmarking 8x planet. 0.15x planet. 33x CLOUDFLARE 1.09x Q Palantir 24x Q Palantir 0.94x ←unity EV/CY2023E Revenue 22x M DATADOG 0.82x Median: 22x CLOUDFLARE 22x Growth Adjusted EV / CY2023E Revenue¹1 mongoDB Median: 0.65x 0.65x SS. DATADOG Data Analytics & Infrastructure Source: Company filings, Wall Street Research, Management Estimates, IBES estimates; market data as of 22-Jun-2021 Note: Peer estimates calendarized to December year end, Planet projections reflect FY metrics (FYE January 31st). Planet multiples based on pro forma Enterprise Value of $2,250mm. ¹ Calculated as EV / Revenue multiple divided by (CY2022E-CY2024E Revenue CAGR * 100). 21x unity 0.65x mongoDB 19x Z zoominfo 0.55x twilio 15x twilio 0.43x Z zoominfo р#31+ Appendix Image: Lake Tuborg, Canada - May 30, 2015#3232 Driving Results for Customers syngenta VU CHALLENGE Obtain granular visibility of the field to make the right decisions in a timely manner Case Study - Agriculture Goal: Help farmers optimize input and build a stronger business ACTION Detect problems, prescribe actions and track progress with PlanetScope Monitoring RESULTS Farmers spent less time in the field scouting, saw less crop damage and reduced input costs р#3333 Driving Results for Customers CARCIA CH MENIED STATE OFFICE New Mexico State Land Office CHALLENGE Enforce regulations cross 9 million acres of surface land Case Study - State Government Goal: Help with Permit Enforcement, Compliance & Land Reclamation ACTION Track leased and to-be- leased land with PlanetScope Monitoring & Analytics RESULTS Discovered 53 trespasses and generated >30% ROI р#3434 Driving Results for Customers NICFI Norway's International Climate and Forest Initiative CHALLENGE Identify and track deforestation across the world's tropical forests Case Study - Government Goal: Protect global forest ecosystems ACTION Provide Monthly Basemaps imaging of tropics spanning across 70+ countries RESULTS 4k+ users in 120 countries leveraging insights to reduce deforestation р#35EVER GIVEN Suez Canal, Egypt ● March 28, 2021 • SkySat 0.5m Ⓡ р#36aut 2015 A BHEATH SPACEX STARSHIP SN9 & SN10 Boca Chica, Texas. February 2, 2021 SkySat 0.5m O р#37LACTEAR DAIRY Córdoba, Argentina March 10, 2021 SkySat 0.5m ● • ● р#38TRX TANK FARM Freeport, Bahamas February 3, 2021 SkySat 0.5m ● URANININGG ● ● р#39FAGRADALSFJALL VOLCANO RGB Iceland March 26, 2021 • SkySat 0.5m ● ● ● р#40FAGRADALSFJALL VOLCANO NRG Iceland March 26, 2021 SkySat 0.5m ● ● ● . р#41NEOM. Tabuk Saudi Arabia October 25, 2019 PlanetScope 3M ● e p#421200 ● LEIT IN DER NEOM. Tabuk, Saudi Arabia March 8, 2021 PlanetScope 3M р#432/ CHIRIBIQUETE NATIONAL PARK Colombia January 16, 2021 PlanetScope 3M ● ● р#44SNOW Austin, Texas February 7, 2021 PlanetScope 3M ● 30 p#45St www. M MOFFETT FIELD Mountain View, CA March 27, 2021 PlanetScope 3M ● ● p#46TUPE 70%- 300 FERR SPS BUILDINGS & FLOOD RISK Bangui, Central African Republic 2019 ·P#47BUILDINGS & FLOOD RISK Bangui, Central African Republic ● 2019 р $#48ww A g 13 ....... T PEPINI 893 ...... @b Skep abre **** ---- A be Gutettursson A EVE BUNDS4 D 16 Hom www. 36 tur: hing wi in-66 bog ondmed - A Frommerste 6&pg/+b+ -- Home ve alchimone Mane James ima www baboom m att Cat Steve G-4 GRA 1 141 -... 1443 Chem 1-2 M. burd wongambet 589 SUNDA and J - V X all web's by target Some Poort fons is dumart www. Ce aft Af S ** mumk ... 5.1.LIP ..ow *** p - 700 3165 ROAD & BUILDING DETECTIONS• Cairo, Egypt • February 2021 Com a Mo & dist tund ** www JEE. conges d Som PE 1954 Ame C Myster ***** WADER 12 113 1.3 the 00000 COMPA Yo 34 ALE www baladare 64 Amunt 2mb of 400020000 400 (2.17.5 DOD Inanl 1904 **** Horow's 149 BOGE XX р Andres BEL 330#49Planet Explorer ←40 planet.com/explorer/@/interval/1320day/center/-109.655,38.718/200m/12.32/geometry/POLYOON((-109.562047438.604755,-109.562654+38.604039,-109.563477-38.603306,-109.664329+38.603172-109.565765+38603338,-109.566206+38.603407-109.567089438.603832-109.570838-38.604947,-109.574985... a 9 n 0 8 O Moab, Utah 84532, United States Daily Weekly Monthly Filter 30 results of many API() Dates 109 em May 12, 2021 May 11, 2021 4-band PlanetScope S... > 100% 103 May 10, 2021 4-band PlanetScope S... 3mpx 100% IC 12 tema May 9, 2021 4-band PlanetScope S... C6nems May 8, 2021 Quarterly Save search 20% 4-band PlanetScope S... 100% 1014 May 7, 2021 4-band PlanetScope S... 3/ 100% 106m May 6, 2021 ↓ 4-band PlanetScope S... > 3mpx 100% 3x71% 4-band PlanetScope S.... > Order Scenes (25) Macbos QcenStreetMa Kundi But EXPLORER .... 12 13 14 15 16 17 The HyMands Valley K 3 ..... 24 25 26 27 28 29 30 01 02 03 04 05 06 07 08 09 10 11 12 May 201 12.32 23.93 m/ 38.81550 N, 109.87296" W OLO ✪ >DA +18, 2 km O @ W O#5050 Reconciliation of Non-GAAP Financials ($ in millions) Non-GAAP Gross Profit Gross Profit (+) Stock-Based Compensation¹ Non-GAAP Gross Profit Note: FYE January 31st. ¹ Reflects stock-based compensation classified under cost of goods. FY2021A $26 1 $27 Adjusted EBITDA and Adjusted Free Cash Flow Net Income (Loss) (+) Taxes (+) Net Interest and Other Income (+) Depreciation & Amortization (+) Stock-Based Compensation Adjusted EBITDA (-) Capex Adjusted Free Cash Flow FY2021A $ (127) 1 39 62 14 $ (11) (30) $ (41) р#51Risk Factors Summary All references below to "we," "us" or "our" refer to the business of Planet Labs Inc. (the "Company"). The risks described below summarize certain of the risks related to the Company's business but are not intended to reflect all risks the Company faces or relating to an investment in the Company. A more extensive discussion of these risks will be disclosed in future documents filed or furnished by the Company and/or dMY Technology Group, Inc. IV ("dMY Technology Group") with the United States Securities and Exchange Commission ("SEC") following execution of definitive agreements in connection with the proposed transactions between the Company and dMY Technology Group. Risks Related to our Business and Industry We have a limited history of operating at our current scale and under our current strategy, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future. We have a history of operating losses and we anticipate our operating expenses will increase substantially in the foreseeable future. As a result, we may not achieve or sustain profitability in the future. Our daily scan of the Earth is a data set that has not existed before. If the market for our products and services built upon this data set fails to grow as we expect, or if our current customers or prospective customers fail to adopt our platform, our business, financial condition and results of operations could be harmed. 51. There is increasing competition from commercial entities and governments in our markets, and if we do not compete effectively, our business, financial condition and results of operations could be harmed. Our international operations create business and economic risks that could impact our financial results. If we or our third-party service providers experience, or are unable to protect against, cyber-attacks, ransomware, security incidents, or security breaches, or if unauthorized parties otherwise obtain access to our customers' data, our data, or our platform, then our platform may be perceived as not being secure, we may become unable to meet our service level commitments, our reputation may be harmed, demand for our platform and products may be reduced, and we may incur significant liabilities or additional expenses which may not be covered by existing cyber insurance. Interruption or failure of our infrastructure, or loss of our data storage, could hurt our ability to effectively perform our daily operations and provide our products and services, which could damage our reputation and harm our operating results. We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and any failure to comply with such obligations could harm our business. We may experience a number of issues such as delayed launches, we may suffer launch failures, our satellites may fail to reach their planned orbital locations, the cost of satellite launches may significantly increase and or satellite launch providers may not have sufficient capacity. An y such issue could result in the loss of our satellites or cause significant delays in their deployment, which could harm our business, prospects, financial condition an d results of operations. We may experience a failure of ground operations infrastructure, interference with our satellite signals or geomagnetic solar storms that impair the performance of our satellites, which could harm our business, prospects, financial condition and results of operations. Our satellites may not be able to capture Earth images due to weather, natural disasters or other external factors, or as a result of constellation of satellites having restrained capacity. If we are unable to develop and release product and service enhancements and new products and services to respond to rapid technological change, or to develop new designs and technologies for our satellites, in a timely and cost-effective manner, our business, financial condition and results of operations could be harmed. Our business depends, in part, on sales to large enterprises and U.S. and foreign governmental entities, which are subject to a number of challenges and risks that may make our sales cycle, forecasting processes, and deployment processes more difficult to predict, require greater time and expense or negatively impact our business. The competitive position of our products depends in part on their ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our products with such third-party products and services, our business, financial position, and operating condition and results of operations could be harmed. If our satellites fail to operate as intended, our ability to collect imagery and market our products and services successfully could be materially and adversely affected. Our revenue, results of operations and reputation may be negatively impacted if our products fail to meet contractual requirements or our products contain defects or fail to operate in the expected manner. We are partially dependent on resellers of our imagery for a portion of our revenue. If these resellers fail to market or sell our products and services successfully, our business would be harmed. Downturns or volatility in general economic conditions, including as a result of the current COVID-19 pandemic or any other outbreak of an infectious disease, could have a material adverse effect on our business, financial condition, results of operations and liquidity. Our business, financial condition, results of operations, and prospects may be harmed if we are unable to sell our existing and new customers multiple of our data solutions. We depend on a limited number of suppliers for critical supplies and services, for research, development, manufacturing and launch of our satellites, which could in turn harm our business, prospects, financial condition and results of operations. The loss of any one or more of these suppliers or their failure to supply us with the necessary supplies or services on a timely basis could cause delays in our research, development or satellite manufacturing and adversely affect our business. We may be unable to establish supply relationships for necessary components and may be required to develop alternative relationships with different component suppliers, which could delay the introduction of our products, increase the costs for components more than anticipated, and negatively impact our business. The effects of the ongoing COVID-19 pandemic have materially affected how we and our customers, vendors, and partners are operating our businesses, and the duration and extent to which this will negatively impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain. We have limited experience with respect to determining the optimal prices and pricing structures for our products and services which may impact our financial results. The loss of one or more of our key personnel, or our failure to attract, hire, retain and train other highly qualified personnel in the future, could harm our business, financial condition and results of operations. We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our profitability. Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and platform. We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues and accounts receivable. Our business is capital intensive and we may not be able to raise adequate capital to finance our business strategies, or we may be able to do so only on terms that significantly restrict our ability to operate our business, and as a result raises substantial doubt about our ability to continue as a going concern. Our indebtedness could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments. We have experienced, and expect to continue experience, seasonality in our business and fluctuations in our operating results due to usage-based contracts. We may face exposure to foreign currency exchange rate fluctuations. We rely upon third-party providers of cloud-based infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations. Our business depends on a strong brand. If we are not able to maintain and enhance our brand, our ability to retain or expand our base of customers will be impaired and our business and operating results will be harmed. If we cannot maintain our company culture as we grow, our success and our business and competitive position may be harmed. Our past and future acquisitions will require significant management attention. Our acquisitions could disrupt our business, dilute stockholder value or adversely affect our operating results. Issues in the use of artificial intelligence, including machine learning and computer vision (together, "Al"), in our geospatial data and analytics platforms may result in reputational harm or liability. Limited insurance coverage and availability may prevent us from obtaining insurance to cover all risks of loss. Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, gross profit Adjusted EBITDA, Adjusted operating profit, and Adjusted Free Cash Flow may differ materially from our expectations. Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business. Risks Related to Intellectual Property, Information Technology and Data Security and Privacy If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected. We may be, in the future, party to intellectual property rights claims and other litigation which are expensive to support, and if resolved adversely, could have a significant impact on us. If we use open source software inconsistent with our policies and procedures or the license terms applicable to such software, we could be subject to demands to release material portions of our source code, legal expenses, damages, or costly remediation or disruption to our business. Risks Related to Legal, Regulatory, Accounting, and Tax Matters We operate in a highly regulated industry and government regulations may adversely affect our ability to sell our services, may increase the expense of such services or otherwise limit our ability to operate or grow our business. . We are subject to the requirements of the National Industrial Security Program Operating Manual for the facility security clearance of our subsidiary, Planet Labs Federal, Inc., which is a prerequisite to our ability to perform services requiring classified personnel for the U.S. government. We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business. Failure to comply with governmental laws and regulations could harm our business. Our policies regarding customer confidential information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences. We could be subject to changes in tax rates or the adoption of new tax legislation, whether in or out of the United States, or could otherwise have exposure to additional tax liabilities, which could harm our business. Our results of operations may be harmed if we are required to collect sales and use, gross receipts, value-added, or similar taxes for our products in jurisdictions where we have not historically done so. We may not be able to utilize a significant portion of our net operating loss, which could adversely affect our potential profitability. Our customers may fail to pay us in accordance with the terms of their agreements, necessitating action by us to compel payment. Our reported financial results may be adversely affected by changes in accounting principles generally accepted the United States. If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in our stock price. Additional Risks Related to Ownership of Planet Common Stock Following the Business Combination and Planet Operating as a Public Company The price of Planet's common stock and warrants may be volatile. The SEC has recently issued guidance on the accounting treatment of warrants. Such guidance may require us to restate or revise our financial statements, make new SEC filings or file amendments to existing filings or amend certain provisions of our warrant agreement. We have broad discretion in how we use the net proceeds from the Business Combination, and we may not use them effectively. If securities or industry analysts either do not publish research about us, or publish inaccurate or unfavorable research about us, our business, or our market, or, if such analysts change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline. We do not intend to pay cash dividends for the foreseeable future. We may be subject to securities litigation, which is expensive and could divert management attention. Future resales of common stock after the consummation of the Business Combination may cause the market price of our securities to drop significantly, even if our business is doing well. The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from Planet's business operations. If Planet fails to maintain effective internal control over financial reporting at a reasonable assurance level, Planet may not be able to accurately report Planet's financial results, which could have a material adverse effect on Planet's operations, investor confidence in Planet's business and the trading prices of Planet's securities. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination. We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. The dual class structure of our post-Business Combination common stock will have the effect of concentrating voting power with New Planet's Chief Executive Officer and Co-Founder and Chief Strategy Officer and Co-Founder, which will limit an investor's ability to influence the outcome of important transactions, including a change in control. We cannot predict the impact New Planet's dual class structure may have on the stock price of New Planet Class A common stock. Delaware law and provisions in our post-Business Combination amended and restated certificate of incorporation and amended and restated bylaws could make a takeover proposal more difficult. Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. Our post-Business Combination amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by New Planet's stockholders, which could limit New Planet's stockholders' ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with New Planet or New Planet's directors, officers other employees. Following the Business Combination, we will operate as a Delaware public benefit corporation. As a public benefit corporation, we cannot provide any assurance that we will achieve our public benefit purpose. As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively impact our financial performance. Our directors have a fiduciary duty to consider not only our stockholders' interests, but also our specific public benefit and the interests of other stakeholders affected by our actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders. As a Delaware public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interest, the occurrence of which may have an adverse impact on our financial condition and results of operations.

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