PLANET LABS PBC, S-1 filed on 12/28/2021
Securities Registration Statement
v3.21.4
Cover Page
 9 Months Ended
Sep. 30, 2021
Entity Information [Line Items]  
Document Type S-1
Amendment Flag false
Entity Registrant Name Planet Labs PBC
Entity Central Index Key 0001836833
Entity Filer Category Non-accelerated Filer
Entity Small Business false
Entity Emerging Growth Company true
Entity Ex Transition Period false
v3.21.4
Condensed Consolidated Balance Sheets - USD ($)
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Dec. 31, 2020
Jan. 31, 2020
Current assets:          
Cash   $ 75,975   $ 0  
Prepaid expenses   475,208   0  
Total current assets   551,183   0  
Investments held in Trust Account   345,098,658   0  
Deferred offering costs associated with initial public offering   0   85,750  
Total Assets   345,649,841   85,750  
Current liabilities:          
Accounts payable   123,475   10,000  
Accrued expenses   3,901,044   51,000  
Franchise tax payable   150,450   400  
Due to related parties   112,000   750  
Total current liabilities   4,286,969   62,150  
Deferred legal fees   2,361,156   0  
Deferred underwriting commissions   12,075,000   0  
Derivative warrant liabilities   34,470,000   0  
Total Liabilities   53,193,125   62,150  
Commitments and Contingencies      
Class A common stock   345,000,000   0  
Stockholders' Equity (Deficit):          
Preferred stock   0   0  
Additional paid-in capital   0   24,137  
Accumulated deficit   (52,544,147)   (1,400)  
Total stockholders' equity (deficit)   (52,543,284)   23,600  
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)   345,649,841   85,750  
Planet Labs Inc [Member]          
Current assets:          
Cash and cash equivalents $ 58,989,000   $ 71,183,000   $ 21,678,000
Accounts receivable, net 15,177,000   47,110,000   27,726,000
Prepaid expenses and other current assets 19,068,000   7,134,000   10,918,000
Total current assets 93,234,000   125,427,000   60,322,000
Deferred offering costs associated with initial public offering 6,260,000   0    
Property and equipment, net 138,011,000   159,855,000   186,595,000
Capitalized internal-use software, net 10,473,000   11,994,000   14,492,000
Goodwill 88,393,000   88,393,000   88,393,000
Intangible assets, net 4,832,000   5,673,000   7,500,000
Restricted cash, non-current 5,749,000   4,982,000   4,485,000
Other non-current assets 8,977,000   2,984,000   1,203,000
Total Assets 349,669,000   399,308,000   362,990,000
Current liabilities:          
Accounts payable 7,059,000   1,446,000   2,115,000
Accrued and other current liabilities 28,642,000 [1]   30,195,000 [1],[2]   18,756,000 [2]
Deferred revenue 47,013,000 [1]   57,570,000 [1],[2]   35,690,000 [2]
Liability from early exercise of stock options 17,032,000        
Convertible notes, at fair value 109,953,000 [1]   8,244,000 [1]   10,804,000
Preferred stock warrant liability 14,047,000   11,359,000   3,849,000
Debt, net of discount 64,972,000   0    
Total current liabilities 288,718,000   108,814,000   71,214,000
Debt, net of discount 0   62,644,000   46,656,000
Convertible notes, at fair value [1] 0   92,968,000 [2]    
Deferred revenue 7,976,000 [1]   15,122,000 [1],[2]   21,026,000 [2]
Deferred hosting costs [1] 13,141,000   7,971,000 [2]    
Deferred rent 1,354,000   2,991,000   5,009,000
Other non-current liabilities 1,287,000   1,287,000   1,448,000
Total Liabilities 312,476,000   291,797,000   145,353,000
Commitments and Contingencies    
Stockholders' Equity (Deficit):          
Preferred stock 2,000 [1]   2,000 [1],[2]   2,000 [2]
Common stock, value 1,000   1,000   1,000
Additional paid-in capital 766,150,000   745,644,000   728,943,000
Accumulated other comprehensive income 2,104,000   1,769,000   1,493,000
Accumulated deficit (731,064,000)   (639,905,000)   (512,802,000)
Total stockholders' equity (deficit) 37,193,000   107,511,000   217,637,000
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 349,669,000   $ 399,308,000   $ 362,990,000
Common Class A [Member]          
Current liabilities:          
Class A common stock   345,000,000      
Stockholders' Equity (Deficit):          
Common stock, value   0   0  
Common Class B [Member]          
Stockholders' Equity (Deficit):          
Common stock, value   $ 863   $ 863 [3],[4]  
[1] Balance includes related-party transactions entered into with Google. See Note 10.
[2] Balance includes related-party transactions entered into with Google, LLC (“Google”). See Note 11.
[3] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[4] This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Condensed Consolidated Balance Sheets (Parenthetical)
Sep. 30, 2021
$ / shares
shares
Dec. 31, 2020
$ / shares
shares
Preferred stock, par value | $ / shares $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common Class A [Member]    
Temporary Equity, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001
Temporary Equity, Shares Outstanding 34,500,000 0
Temporary equity redemption price per share | $ / shares $ 10.00 $ 10.00
Common stock, par value | $ / shares $ 0.0001 $ 0.0001
Common stock, shares authorized 380,000,000 380,000,000
Common stock, shares issued   0
Common stock, shares outstanding   0
Common Class B [Member]    
Common stock, par value | $ / shares $ 0.0001 $ 0.0001
Common stock, shares authorized 20,000,000 20,000,000
Common stock, shares issued 8,625,000 8,625,000
Common stock, shares outstanding 8,625,000 8,625,000
Common Class B [Member] | Over-Allotment Option [Member]    
Common stock shares subject to forfeiture   1,125,000
Non Redeemable Common Stock [Member]    
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
v3.21.4
Condensed Consolidated Statements Of Operations - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Oct. 31, 2021
Sep. 30, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Operating expenses              
General and administrative expenses $ 1,000 $ 3,907,910   $ 7,302,396      
Franchise tax expenses 400 50,000   150,050      
Loss from operations   (3,957,910)   (7,452,446)      
Other income (expenses):              
Interest income earned in operating account   4   18      
Income from investments held in Trust Account   40,747   98,658      
Loss upon issuance of private placement warrants   0   (14,062,000)      
Offering costs associated with derivative warrant liabilities   0   (710,745)      
Change in fair value of derivative warrant liabilities   (2,718,668)   705,000      
Total other income (expenses)   (2,677,917)   (13,969,069)      
Net loss $ (1,400) $ (6,635,827)   $ (21,421,515)      
Other comprehensive loss              
Weighted average shares outstanding, basic and diluted [1],[2] 7,500,000            
Basic and diluted net loss per share $ 0.00            
Planet Labs Inc [Member]              
Revenue     $ 94,063,000 [3]   $ 82,887,000 [3] $ 113,168,000 [4] $ 95,736,000 [4]
Cost of revenue     59,757,000 [3]   64,558,000 [3] 87,383,000 [4] 102,393,000 [4]
Gross profit (loss)     34,306,000   18,329,000 25,785,000 (6,657,000)
Operating expenses              
Research and development     39,521,000 [3]   32,441,000 [3] 43,825,000 [4] 37,871,000 [4]
Sales and marketing     33,691,000   27,221,000 37,268,000 34,913,000
General and administrative expenses     31,939,000   25,548,000 32,134,000 27,019,000
Total operating expenses     105,151,000   85,210,000 113,227,000 99,803,000
Loss from operations     (70,845,000)   (66,881,000) (87,442,000) (106,460,000)
Other income (expenses):              
Debt extinguishment gain (loss)     0   673,000 673,000 (11,529,000)
Interest expense     (7,750,000)   (6,835,000) (9,447,000) (6,946,000)
Change in fair value of convertible notes and warrant liabilities     (11,429,000)   (16,513,000) (30,053,000) 207,000
Other income (expense), net     (313,000)   520,000 239,000 1,144,000
Total other income (expenses)     (19,492,000)   (22,155,000) (38,588,000) (17,124,000)
Loss before provision for income taxes     (90,337,000)   (89,036,000) (126,030,000) (123,584,000)
Provision for income taxes     822,000   569,000 1,073,000 130,000
Net loss     (91,159,000)   (89,605,000) (127,103,000) (123,714,000)
Other comprehensive loss              
Foreign currency translation adjustment, net of tax     335,000   37,000 276,000 217,000
Comprehensive loss     $ (90,824,000)   $ (89,568,000) $ (126,827,000) $ (123,497,000)
Weighted average shares outstanding, basic and diluted     30,264,402   28,640,817 28,863,607 27,981,802
Basic and diluted net loss per share     $ (3.01)   $ (3.13) $ (4.40) $ (4.42)
Class A Shares [Member]              
Other comprehensive loss              
Weighted average shares outstanding, basic and diluted   34,500,000   26,032,967      
Basic and diluted net loss per share   $ (0.15)   $ (0.62)      
Class B Shares [Member]              
Other comprehensive loss              
Weighted average shares outstanding, basic and diluted   8,625,000   8,348,901      
Basic and diluted net loss per share   $ (0.15)   $ (0.62)      
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
[3] Balance includes related-party transactions entered into with Google. See Note 10.
[4] Balance includes related-party transactions entered into with Google. See Note 11.
v3.21.4
Condensed Consolidated Statements Of Operations (Parenthetical)
Mar. 04, 2021
shares
Sep. 30, 2021
shares
Dec. 31, 2020
shares
Common stock, shares outstanding 8,625,000    
Common Class B [Member]      
Common Stock Split 1.2    
Common stock, shares outstanding 8,625,000 8,625,000 8,625,000
Common Class B [Member] | Over-Allotment Option [Member]      
Common stock shares subject to forfeiture     1,125,000
v3.21.4
Condensed Consolidated Statements Of Changes In Stockholders' Equity (Deficit) - USD ($)
Total
Planet Labs Inc [Member]
Common Stock [Member]
Planet Labs Inc [Member]
Additional Paid-In Capital [Member]
Additional Paid-In Capital [Member]
Planet Labs Inc [Member]
Accumulated Other Comprehensive Income [Member]
Planet Labs Inc [Member]
Accumulated Deficit [Member]
Accumulated Deficit [Member]
Planet Labs Inc [Member]
Class A Shares [Member]
Class A Shares [Member]
Common Stock [Member]
Class B Shares [Member]
Class B Shares [Member]
Common Stock [Member]
Convertible Preferred Stock [Member]
Planet Labs Inc [Member]
Balance at Jan. 31, 2019   $ 305,835,000 $ 1,000   $ 693,644,000 $ 1,276,000   $ (389,088,000)         $ 2,000
Balance (in shares) at Jan. 31, 2019     27,485,895                   83,960,040
Issuance of Series D convertible preferred stock   10,000,000     10,000,000                
Issuance of Series D convertible preferred stock (in shares)                         695,630
Issuance of Series D convertible preferred stock in consideration for net assets acquired   14,772,000     14,772,000                
Issuance of Series D convertible preferred stock in consideration for net assets acquired (in shares)                         1,027,320
Issuance of Class A common stock warrants   4,235,000     4,235,000                
Issuance of Class A common shares from the exercise of stock options   264,000     264,000                
Issuance of Class A common shares from the exercise of stock options (in shares)     111,910                    
Stock-based compensation   6,028,000     6,028,000                
Change in translation   217,000       217,000              
Net loss   (123,714,000)           (123,714,000)          
Balance at Jan. 31, 2020   217,637,000 $ 1,000   728,943,000 1,493,000   (512,802,000)         $ 2,000
Balance (in shares) at Jan. 31, 2020     27,597,805                   85,682,990
Issuance of common stock warrants   1,624,000     1,624,000                
Issuance of Class A common shares from the exercise of stock options   438,000     438,000                
Issuance of Class A common shares from the exercise of stock options (in shares)     906,450                    
Stock-based compensation   11,481,000     11,481,000                
Change in translation   37,000       37,000              
Net loss   (89,605,000)           (89,605,000)          
Balance at Oct. 31, 2020   141,612,000 $ 1,000   742,486,000 1,488,000   (602,407,000)         $ 2,000
Balance (in shares) at Oct. 31, 2020     28,504,255                   85,682,990
Balance at Jan. 31, 2020   217,637,000 $ 1,000   728,943,000 1,493,000   (512,802,000)         $ 2,000
Balance (in shares) at Jan. 31, 2020     27,597,805                   85,682,990
Issuance of Class A common stock warrants   1,624,000     1,624,000                
Issuance of Class A common shares from the exercise of stock options   539,000     539,000                
Issuance of Class A common shares from the exercise of stock options (in shares)     1,090,700                    
Stock-based compensation   14,538,000     14,538,000                
Change in translation   276,000       276,000              
Net loss   (127,103,000)           (127,103,000)          
Balance at Jan. 31, 2021   107,511,000 $ 1,000   745,644,000 1,769,000   (639,905,000)         $ 2,000
Balance (in shares) at Jan. 31, 2021     28,688,505                   85,682,990
Balance at Dec. 14, 2020 $ 0     $ 0     $ 0     $ 0   $ 0  
Balance (in shares) at Dec. 14, 2020                   0   0  
Issuance of Class B common stock to Sponsor [1],[2] 25,000     24,137               $ 863  
Issuance of Class B common stock to Sponsor (in shares) [1],[2]                       8,625,000  
Net loss (1,400)           (1,400)            
Balance at Dec. 31, 2020 23,600     24,137     (1,400)     $ 0   $ 863  
Balance (in shares) at Dec. 31, 2020                   0   8,625,000  
Accretion of Class A common stock subject to possible redemption amount (31,145,369)     (24,137)     (31,121,232)            
Net loss (14,549,315)     0     (14,549,315)   $ (14,549,315) $ 0 $ (14,549,315) $ 0  
Balance at Mar. 31, 2021 (45,671,084)     0     (45,671,947)     $ 0   $ 863  
Balance (in shares) at Mar. 31, 2021                   0   8,625,000  
Balance at Dec. 31, 2020 23,600     24,137     (1,400)     $ 0   $ 863  
Balance (in shares) at Dec. 31, 2020                   0   8,625,000  
Net loss                 (14,785,688)   (14,785,688)    
Balance at Jun. 30, 2021 (45,907,457)     0     (45,908,320)     $ 0   $ 863  
Balance (in shares) at Jun. 30, 2021                   0   8,625,000  
Balance at Dec. 31, 2020 23,600     24,137     (1,400)     $ 0   $ 863  
Balance (in shares) at Dec. 31, 2020                   0   8,625,000  
Accretion of Class A common stock subject to possible redemption amount                 (31,145,369)        
Net loss (21,421,515)                        
Balance at Sep. 30, 2021 (52,543,284)     0     (52,544,147)     $ 0   $ 863  
Balance (in shares) at Sep. 30, 2021                   0   8,625,000  
Balance at Jan. 31, 2021   107,511,000 $ 1,000   745,644,000 1,769,000   (639,905,000)         $ 2,000
Balance (in shares) at Jan. 31, 2021     28,688,505                   85,682,990
Issuance of Class A common shares from the exercise of stock options   6,866,000     6,866,000                
Issuance of Class A common shares from the exercise of stock options (in shares)     2,749,340                    
Vesting of restricted stock awards   896,000     896,000                
Issuance of recourse note to employee   (389,000)     (389,000)                
Stock-based compensation   13,133,000     13,133,000                
Change in translation   335,000       335,000              
Net loss   (91,159,000)           (91,159,000)          
Balance at Oct. 31, 2021   $ 37,193,000 $ 1,000   $ 766,150,000 $ 2,104,000   $ (731,064,000)         $ 2,000
Balance (in shares) at Oct. 31, 2021     31,437,845                   85,682,990
Balance at Mar. 31, 2021 (45,671,084)     0     (45,671,947)     $ 0   $ 863  
Balance (in shares) at Mar. 31, 2021                   0   8,625,000  
Net loss (236,373)     0     (236,373)   $ (236,373) $ 0 $ (236,373) $ 0  
Balance at Jun. 30, 2021 (45,907,457)     0     (45,908,320)     $ 0   $ 863  
Balance (in shares) at Jun. 30, 2021                   0   8,625,000  
Net loss (6,635,827)     0     (6,635,827)     $ 0   $ 0  
Balance at Sep. 30, 2021 $ (52,543,284)     $ 0     $ (52,544,147)     $ 0   $ 863  
Balance (in shares) at Sep. 30, 2021                   0   8,625,000  
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Condensed Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical)
Mar. 04, 2021
shares
Sep. 30, 2021
shares
Dec. 31, 2020
shares
Common stock, shares outstanding 8,625,000    
Common Class B [Member]      
Common Stock Split 1.2    
Common stock, shares outstanding 8,625,000 8,625,000 8,625,000
Common Class B [Member] | Over-Allotment Option [Member]      
Common stock shares subject to forfeiture     1,125,000
v3.21.4
Condensed Consolidated Statement Of Cash Flows - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Cash Flows from Operating Activities:            
Net loss $ (1,400)   $ (21,421,515)      
Adjustments to reconcile net loss to net cash used in operating activities:            
General and administrative expenses paid by related party under promissory note     1,000      
Gain on investments (net), dividends and interest, held in Trust Account     (98,658)      
Loss upon issuance of private placement warrants     14,062,000      
Offering costs associated with derivative warrant liabilities     710,745      
Change in fair value of derivative warrant liabilities     (705,000)      
Legal expenses deferred until business combination     2,361,156      
Changes in operating assets and liabilities:            
Prepaid expenses     (50,208)      
Accounts payable     74,281      
Accrued expenses 1,000   3,815,044      
Franchise tax payable 400   150,050      
Net cash used in operating activities 0   (3,462,261)      
Cash Flows from Investing Activities            
Cash deposited in Trust Account     (345,000,000)      
Net cash used in investing activities     (345,000,000)      
Cash Flows from Financing Activities:            
Proceeds from loans from related parties     362,292      
Repayment of loans from related parties     (1,116,142)      
Proceeds received from initial public offering, gross     345,000,000      
Proceeds received from private placement     8,900,000      
Offering costs paid     (6,969,070)      
Principal payment of convertible notes     (991,000)      
Net cash provided by financing activities     348,538,236      
Net increase in cash 0   75,975      
Cash - beginning of the period     0      
Cash - end of the period 0   75,975      
Supplemental disclosure of noncash activities:            
Offering costs included in accounts payable 10,000   39,194      
Offering costs included in accrued expenses 50,000   85,000      
Offering costs paid by related party under promissory note     439,100      
Prepaid expenses paid by related party under promissory note     425,000      
Reversal of accrued expenses     50,000      
Deferred underwriting commissions in connection with the initial public offering     12,075,000      
Value of Class A common stock subject to possible redemption     2,361,156      
Deferred offering costs paid by Sponsor under note payable 750          
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock $ 25,000          
Planet Labs Inc [Member]            
Cash Flows from Operating Activities:            
Net loss   $ (91,159,000)   $ (89,605,000) $ (127,103,000) $ (123,714,000)
Adjustments to reconcile net loss to net cash used in operating activities:            
Depreciation and amortization   33,865,000   46,300,000 62,212,000 77,629,000
Stock-based compensation, net of capitalized cost of $526 and $957, respectively   12,619,000   11,089,000 14,012,000 5,071,000
Provision for doubtful accounts   140,000   1,001,000 823,000 649,000
Change in fair value of convertible notes and warrant liabilities   11,429,000   16,513,000 30,053,000 (207,000)
Debt extinguishment (gain) loss   0   (673,000) (673,000) 11,529,000
Deferred income taxes   406,000   121,000 (45,000) (399,000)
Amortization of debt discount and issuance costs   2,328,000   1,966,000 2,750,000 1,392,000
Changes in operating assets and liabilities:            
Accounts receivable   32,336,000   (17,512,000) (19,932,000) 8,959,000
Prepaid expenses and other assets   (12,860,000)   (1,321,000) 2,617,000 12,942,000
Accounts payable, accrued and other liabilities   2,061,000   (565,000) 11,033,000 3,071,000
Deferred revenue   (17,401,000)   (768,000) 14,433,000 (27,286,000)
Deferred hosting cost   6,759,000   6,802,000 7,971,000  
Deferred rent   (1,539,000)   (1,444,000) (2,223,000) (3,722,000)
Net cash used in operating activities   (21,016,000)   (28,096,000) (4,027,000) (33,687,000)
Cash Flows from Investing Activities            
Purchases of property and equipment   (6,051,000)   (20,845,000) (26,096,000) (16,665,000)
Capitalized internal-use software   (2,678,000)   (3,009,000) (4,030,000) (7,436,000)
Business acquisition, net of cash acquired           (2,457,000)
Other   (454,000)   (422,000) (674,000) (614,000)
Net cash used in investing activities   (9,183,000)   (24,276,000) (30,800,000) (27,172,000)
Cash Flows from Financing Activities:            
Proceeds from the exercise of common stock options   6,866,000   438,000 539,000 264,000
Proceeds from issuance of convertible preferred stock, net           10,000,000
Principal payment of long-term debt           (51,176,000)
Proceeds from issuance of debt and common stock warrants, net of issuance costs   0   14,862,000 14,862,000 49,640,000
Principal payment of convertible notes   0   (2,586,000) (2,586,000)  
Proceeds from the early exercise of common stock options   17,928,000   0    
Payments of deferred offering costs   (5,281,000)   0    
Proceeds from issuance of convertible notes and preferred stock warrant   0   71,125,000 71,125,000  
Net cash provided by financing activities   19,513,000   83,839,000 83,940,000 8,728,000
Effect of exchange rate changes on cash, cash equivalents and restricted cash   (807,000)   250,000 (312,000) (38,000)
Net increase in cash   (11,493,000)   31,717,000 48,801,000 (52,169,000)
Cash - beginning of the period   76,540,000   27,739,000 27,739,000 79,908,000
Cash - end of the period   65,047,000   59,456,000 76,540,000 27,739,000
Supplemental disclosure of cash flow information            
Cash paid for interest   5,422,000   4,727,000 6,554,000 5,544,000
Cash paid for income tax   $ 672,000   447,000 1,084,000  
Supplemental disclosure of noncash activities:            
Convertible preferred stock issued for acquisition of business           14,772,000
Exchange of convertible notes           10,963,000
Accrued purchase of property and equipment     444,000 890,000 $ 522,000 $ 637,000
Deferred offering costs, accrued but not paid     $ 1,129,000 $ 0    
v3.21.4
Condensed Consolidated Statement Of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Planet Labs Inc [Member]        
Stock-based compensation, net of capitalized cost $ 514 $ 392 $ 526 $ 957
v3.21.4
Description of Organization and Business Operations
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Jan. 31, 2021
Description of Organization and Business Operations
Note 1—Description of Organization and Business Operations
dMY Technology Group, Inc. IV (the “
Company
”) is a blank check company incorporated in Delaware on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “
Business Combination
”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is dMY Sponsor IV, LLC, a Delaware limited liability company (the “
Sponsor”)
. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “
Proposed Public Offering
”) of 30,000,000 units (each, a “
Unit
” and collectively, the “
Units
”) at $10.00 per Unit (or 34,500,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 5,333,333 warrants (or 5,933,333 warrants if the underwriters’ over-allotment option is exercised in full) (each, a “
Private Placement Warrant
” and collectively, the “
Private Placement Warrants
”), at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “
Investment Company Act
”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“
Trust Account
”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide the holders (the “
Public Stockholders
”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Proposed Public Offering (the “
Public Shares
”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The
per-share
amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board’s (“
FASB
”) Accounting Standards Codification (“
ASC
”) Topic 480 ”Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “
Certificate of Incorporation
”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“
SEC
”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers and directors (the “
initial stockholders
”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or
pre-initial
Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “
Combination Period
”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the
Combination Period. However, if the initial stockholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “
Target
”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “
Securities Act
”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Note 1—Description of Organization and Business Operations
dMY Technology Group, Inc. IV (the “Company” or “dMY IV”) is a blank check company incorporated in Delaware on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on investment held in Trust Account (as defined below).
The Company’s sponsor is dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million (Note 4).
Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 p
e
r Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of the Company’s Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00
per Public Share). The
per-share
amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than
$5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or
pre-initial
Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 
of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’
 
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of dir
e
ctors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if
 
and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.​​​​​​​
Proposed Business Combination
On July 7, 2021, the Company entered into an agreement and plan of merger, by and among the Company, Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Second Merger Sub”), and Planet Labs Inc., a Delaware corporation (“Planet”) (as the same may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Company’s board of directors on July 6, 2021. Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by the Company’s and Planet’s stockholders, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the First Merger as a wholly owned subsidiary of the Company, and, at Planet’s election, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation may merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company. In addition, in connection with the consummation of the Business Combination, the Company will be renamed as reasonably determined by Planet. See the Current Report on
Form 8-K, filed
with the SEC on June 1, 2021, for further information.
 
Going Concern Consideration
As of
September
 30, 2021, the Company had approximately $76,000 in cash, approximately $99,000
of interest income available in the Trust Account to pay for taxes and a working capital deficit of approximately
$3.7
million (not taking into account tax obligations of approximately
$150,000 that may be paid using investment income earned in Trust Account). Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.
The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), loan amount of $200,000 under the Note (as defined in Note 4) and an advance of approximately $791,000 from related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent to the consummation of the Initial Public Offering in March 2021, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, and the advance of $37,000 from an officer in August 2021.
In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities.
Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
 
Planet Labs Inc [Member]      
Description of Organization and Business Operations  
1.
Organization
Planet Labs Inc. (including its subsidiaries or the “Company”) was incorporated in the state of Delaware on December 28, 2010. The Company was originally incorporated as Cosmogia Inc., and the name was subsequently changed to Planet Labs Inc. on June 24, 2013. The Company was founded to design, construct, and launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. During 2015 the Company acquired certain entities of the BlackBridge Corporation Group (“BlackBridge”). In April 2017, the Company completed the acquisition of Terra Bella Technologies Inc. (“Terra Bella”). The acquisition of BlackBridge provided the Company downstream knowledge and global reach, while the acquisition of Terra Bella added high-resolution imagery capabilities to the Company’s fleet. In March 2019, to accelerate the adoption of commercial geospatial information services, the Company completed its acquisition of Boundless Spatial, Inc. (“Boundless”) and subsequently changed the Boundless name to Planet Labs Federal, Inc. on March 11, 2019.
The Company is headquartered in San Francisco, California, with operations throughout the United States (“U.S.”), Canada, Asia and Europe. The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore and the Netherlands.
Business Combination
On July 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. IV (“dMY IV”), a special purpose acquisition company (“SPAC”), and certain of its subsidiaries (the “Business Combination”). On December 7, 2021, the Company completed the Business Combination (the “Closing”), pursuant to which, via a series of mergers, the Company merged with and into dMY IV and dMY IV was renamed Planet Labs PBC.
Upon the Closing, all of the Company’s outstanding equity interests were converted into the right to receive equity interests in Planet Labs PBC. The Company’s outstanding shares of Class A Common Stock, Class B Common Stock and preferred stock were converted into shares of Planet Labs PBC at the exchange ratio of 1.53184. Upon the Closing, the Company received aggregate gross proceeds of $590.2 million, including $252.0 million in gross proceeds from a Private Investment in Public Equity (“PIPE”) financing which closed substantially simultaneously with the Business Combination. The Company paid approximately $54.4 million of transaction expenses upon closing of the Business Combination.
Immediately prior to the Closing, the outstanding principal, accrued interest and repayment fees of $67.1 million of the credit agreement with SVB and Hercules was repaid and the Venture Tranche B loans and the 2020 Convertible Notes converted into shares of the Company’s Class A Common Stock. In addition, immediately prior to the Closing, certain warrants for the purchase of Series D convertible preferred stock issued in connection with the 2020 Convertible Notes converted into shares of the Company’s Class A Common Stock. See Note 7 for further details of these financial instruments.
The Business Combination is expected to be accounted for as a reverse recapitalization; the Company will be considered the accounting predecessor and dMY IV will be treated as the acquired company for financial statement reporting purposes.
1.
Organization
Planet Labs Inc. (including its subsidiaries or the “
Company
”) was incorporated in the state of Delaware on December 28, 2010. The Company was originally incorporated as Cosmogia Inc., and the name was subsequently changed to Planet Labs Inc. on June 24, 2013. The Company was founded to design, construct, and launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. During 2015 the Company acquired certain entities of the BlackBridge Corporation Group (“
BlackBridge
”). In April 2017, the Company completed the acquisition of Terra Bella Technologies Inc. (“
Terra Bella
”). The acquisition of BlackBridge provided the Company downstream knowledge and global reach, while the acquisition of Terra Bella added high-resolution imagery capabilities to the Company’s fleet. In March 2019, to accelerate the adoption of commercial geospatial information services, the Company completed its acquisition of Boundless Spatial, Inc. (“
Boundless
”) and subsequently changed the Boundless name to Planet Labs Federal Inc. on March 11, 2019 (Note 5).
The Company is headquartered in San Francisco, California, with operations throughout the United States (“
U.S.
”), Canada, Asia and Europe. The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore and the Netherlands.
v3.21.4
Summary of Significant Accounting Policies
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Summary of Significant Accounting Policies
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“
U.S. GAAP
”) and pursuant to the rules and regulations of the SEC.
The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“
ASU
”)
2014-15,
“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the issuance of these financial statements.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “
JOBS Act
”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not
had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Deferred Offering Costs Associated with the Proposed Public Offering
Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
Net Loss Per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average common shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part
by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period
presented
.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of December 31, 2020.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The provision for income taxes was deemed to be de minimis for the period from December 15, 2020 (inception) through December 31, 2020.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
 
Note 2—Summary of Significant Accounting Policies (as Restated)
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period.
Restatement of Previously Reported Financial Statements
In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all outstanding shares of Class A common stock subject to redemption in temporary equity. In accordance with ASC
480-10-S99,
redemption provisions not solely within the control of the Company, require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its outstanding shares of Class A common stock in permanent equity. Although the Company did not
specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form
8-K
filed with the SEC on March 15, 2021 (the
“Post-IPO
Balance Sheet”) and the Company’s Form
10-Qs
for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the
Post-IPO
Balance Sheet and the Affected Quarterly Periods should be restated to present all outstanding shares of Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously presented
Post-IPO
Balance Sheet and Affected Quarterly Periods should no longer be relied upon.
The change in the carrying value of the redeemable Class A common stock in the Post-IPO Balance Sheet resulted in a reclassification of approximately 1.6 million shares of Class A common stock from permanent equity to temporary equity. The impact of the revision to the Post-IPO Balance Sheet is as follows:
 
As of March 9, 2021
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
347,538,706
 
 
 
$
347,538,706
 
Total liabilities
  
$
13,294,983
 
 
 
$
13,294,983
 
Class A common stock subject to possible redemption
  
 
329,243,720
 
 
 
15,756,280
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
158
 
 
 
(158
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
5,037,145
 
 
 
(5,037,145
) 
 
 
—  
 
Accumulated deficit
  
 
(38,163
) 
 
 
(10,718,977
) 
 
 
(10,757,140
) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
 
$
(15,756,280
) 
 
$
(10,756,277
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
347,538,706
 
 
$
—  
 
 
$
347,538,706
 
The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.
The change in the carrying value of the redeemable Class A common stock at March 31, 2021 resulted in a reclassification of approximately 5.1 million shares of Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of March 31, 2021:
 
As of March 31, 2021 (unaudited)
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
346,518,868
 
 
 
$
346,518,868
 
Total liabilities
  
$
47,189,952
 
 
 
$
47,189,952
 
Class A common stock subject to possible redemption
  
 
294,328,910
 
 
 
50,671,090
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
507
 
 
 
(507
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
19,549,351
 
 
 
(19,549,351
) 
 
 
—  
 
Accumulated deficit
  
 
(14,550,715
) 
 
 
(31,121,232
) 
 
 
(45,671,947
) 
Total stockholders’ equity (deficit)
  
$
5,000,006
 
 
$
(50,671,090
) 
 
$
(45,671,084
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
346,518,868
 
 
$
—  
 
 
$
346,518,868
 
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the three months ended March 31, 2021:
 
 
  
For the three months ended

March 31, 2021 (unaudited)
 
 
  
As Reported
 
  
Adjustment
 
 
As Restated
 
Supplemental Disclosure of Noncash Financing Activities:
  
  
 
Value of Class A common stock subject to possible redemption
  
$
294,328,910
 
  
$
(294,328,910
) 
 
$
—  
 
The change in the carrying value of the redeemable Class A common stock at June 30, 2021 resulted in a reclassification of approximately 5.1 million shares of Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of June 30, 2021:
 
As of June 30, 2021 (unaudited)
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
345,880,864
 
 
 
$
345,880,864
 
Total liabilities
  
$
46,788,321
 
 
 
$
46,788,321
 
Class A common stock subject to possible redemption
  
 
294,092,540
 
 
 
50,907,460
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
509
 
 
 
(509
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
19,785,719
 
 
 
(19,785,719
) 
 
 
—  
 
Accumulated deficit
  
 
(14,787,088
) 
 
 
(31,121,232
) 
 
 
(45,908,320
) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
 
$
(50,907,460
) 
 
$
(45,907,457
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
345,880,864
 
 
$
—  
 
 
$
345,880,864
 
 
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the six months ended June 30, 2021:
 
 
  
For the period six months ended June 30, 2021

(unaudited)
 
 
  
As Reported
  
Adjustment
 
 
As Restated
 
Supplemental Disclosure of Noncash Financing Activities:
  
  
 
Value of Class A common stock subject to possible redemption
  
$294,092,540
  
$
(294,092,540
) 
 
$
—  
 
In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods:
 
 
  
Earnings Per Share for Class A common stock
 
 
  
As Reported
 
 
Adjustment
 
 
As Adjusted
 
Form
10-Q
(March 31, 2021)—For the three months ended March 31, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,549,315
) 
 
$
—  
 
 
$
(14,549,315
) 
Weighted average shares outstanding
  
 
7,787,500
 
 
 
—  
 
 
 
7,787,500
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.88
) 
 
$
(0.88
) 
Form
10-Q
(June 30, 2021)—For the three months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(236,373
) 
 
$
—  
 
 
$
(236,373
) 
Weighted average shares outstanding
  
 
34,500,000
 
 
 
—  
 
 
 
34,500,000
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.01
) 
 
$
(0.01
) 
Form
10-Q
(June 30, 2021)—For the six months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,785,688
) 
 
$
—  
 
 
$
(14,785,688
) 
Weighted average shares outstanding
  
 
34,500,000
 
 
 
(12,770,718
) 
 
 
21,729,282
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.49
) 
 
$
(0.49
) 
Form
10-Q
(March 31, 2021)—For the three months ended March 31, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,549,315
) 
 
$
—  
 
 
$
(14,549,315
) 
Weighted average shares outstanding
  
 
7,778,090
 
 
 
846,910
 
 
 
8,625,000
 
Basic and diluted earnings per share
  
$
(0.06
) 
 
$
(0.82
) 
 
$
(0.88
) 
Form
10-Q
(June 30, 2021)—For the three months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(236,373
) 
 
$
—  
 
 
$
(236,373
) 
Weighted average shares outstanding
  
 
8,625,000
 
 
 
—  
 
 
 
8,625,000
 
Basic and diluted earnings per share
  
$
(0.03
) 
 
$
0.02
 
 
$
(0.01
) 
Form
10-Q
(June 30, 2021)—For the six months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,785,688
) 
 
$
—  
 
 
$
(14,785,688
) 
Weighted average shares outstanding
  
 
8,208,564
 
 
 
—  
 
 
 
8,208,564
 
Basic and diluted earnings per share
  
$
(1.80
) 
 
$
1.31
 
 
$
(0.49
) 
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.
Investments Held in the Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in
 
money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
 
•
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
 
•
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
 
•
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
 
As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public OfferingThe Company complies with the requirements of the FASB ASC Topic
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for the Initial Public Offering and the underwriting commissions. Upon the completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as
non-operating
expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.
Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
 
Net Income (Loss) Per Share of Common Stock
The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.
The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,833,333 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share of common stock for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
 
 
  
For the Three Months Ended
September 30, 2021
 
 
For the Nine Months Ended
September 30, 2021
 
 
  
Class A
 
 
Class B
 
 
Class A
 
 
Class B
 
Basic and diluted net income (loss) per common share:
  
      
 
      
 
      
 
      
Numerator:
  
      
 
      
 
      
 
      
Allocation of net income (loss)
  
$
(5,308,662
) 
 
$
(1,327,165
) 
 
$
(16,219,758
) 
 
$
(5,201,757
) 
Denominator:
  
      
 
      
 
      
 
      
Basic and diluted weighted average common shares outstanding
  
 
34,500,000
 
 
 
8,625,000
 
 
 
26,032,967
 
 
 
8,348,901
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per common share
  
$
(0.15
) 
 
$
(0.15
) 
 
$
(0.62
) 
 
$
(0.62
) 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periods that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of September 30, 2021 and December 31, 2020.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no
unrecognized tax benefits as of
September
 
30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
No
amounts
were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update (“ASU”)
No. 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU
2020-06
on January 1, 2021 using a modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.
 
Planet Labs Inc.        
Summary of Significant Accounting Policies  
 
2.
Basis of Presentation and Principles of Consolidation
The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
 
Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes as of and for the two years ended January 31, 2021 and 2020. The accompanying interim condensed consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements for the periods presented. The results of operations for the nine months ended October 31, 2021 are not necessarily indicative of the results expected for the year ending January 31, 2022 or any other future period.
The unaudited condensed consolidated financial statements include the accounts of Planet Labs Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.
Liquidity and Going Concern
Since its inception, the Company has incurred net losses and negative cash flows from operations. As of October 31, 2021, the Company had an accumulated deficit of $731.1 million. For the nine months ended October 31, 2021, the Company incurred a net loss before income tax of $90.3 million and had net cash outflows from operations of $21.0 million. The Company expects to incur additional operating losses and negative cash flows from operations in the future as it continues to expand its commercial operations and research and development programs. As of October 31, 2021 and January 31, 2021, the Company had $59.0 million and $71.2 million of cash and cash equivalents, respectively.
As further discussed in Note 7, as of October 31, 2021 and January 31, 2021, the Company had $77.1 million aggregate principal amount of convertible notes outstanding (the “2020 Convertible Notes” and “Tranche B”), of which approximately $71.1 million had a maturity date of June 22, 2022 and $6.0 million had no stated maturity date. In addition, as of October 31, 2021 and January 31, 2021, the Company had $67.0 million of principal and fees due to Silicon Valley Bank (“SVB”) and Hercules Capital Inc. (“Hercules”) with a maturity date of June 21, 2022 (the “SVB & Hercules Loan”). The SVB and Hercules Loan also contained a “springing maturity” provision, which accelerates the maturity date for repayment of the loan, including interest and fees to March 23, 2022, if the outstanding 2020 Convertible Notes did not convert into equity securities by such date.
These conditions raised substantial doubt about the Company’s ability to continue as a going concern. As a result of the proceeds received from the Business Combination and PIPE financing, and the conversion of the 2020 Convertible Notes (see Note 1), management expects the Company to have the ability to meet its obligations as they become due within one year after the date these financial statements were issued and has determined that substantial doubt about the Company’s ability to continue as a going concern no longer exists.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s unaudited condensed consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized
internal-use
software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to
measure stock-based compensation, the fair value of convertible notes and preferred stock warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.
These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the unaudited condensed consolidated financial statements.
Due to the
COVID-19
pandemic, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.
The Company had restricted cash of $6.1 million and $5.4 million as of October 31, 2021 and January 31, 2021, respectively, which consisted of collateral money market accounts for the Company’s headquarters and other domestic office operating leases of $4.2 million and $4.3 million, performance guarantees required for the Company’s foreign sales activities of $1.6 million and $0.9 million and $0.3 million and $0.2 million in deposits related to the Company’s foreign operations as of October 31, 2021 and January 31, 2021, respectively.
A reconciliation of the Company’s cash and cash equivalents in the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash in the unaudited condensed consolidated statements of cash flows as of October 31, 2021 and January 31, 2021 is as follows:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Cash and cash equivalents
    $ 58,989    $ 71,183
Restricted cash, current
      309        375
Restricted cash,
non-current
      5,749      4,982
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 65,047    $ 76,540
  
 
 
     
 
 
  
Restricted cash, current of $0.3 million and $0.4 million is included in prepaid expenses and other current assets as of October 31, 2021 and January 31, 2021, respectively.
Fair Value Measurement
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “exit price”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date.
 
The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows:
Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.
The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, preferred stock warrant liabilities and convertible notes.
The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value, due to the short time to maturity. The carrying amount of the Company’s outstanding debt approximates fair value as the debt bears a floating rate that approximates the market interest rate. The Company’s convertible notes and preferred stock warrant liability, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy. The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 4). The Company measures certain
non-financial
assets including property and equipment, and other intangible assets at fair value on a
non-recurring
basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of October 31, 2021 and January 31, 2021 there were no material
non-financial
assets recorded at fair value.
Fair Value Option
The Company has elected the fair value option to account for its convertible notes. The Company records the convertible notes at fair value with changes in fair value recorded on the unaudited condensed consolidated statement of operations and comprehensive loss (Note 4). The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred.
 
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:​​​​​​​
 
    
Estimated useful life
  
    
(in years)
  
Computer equipment and purchased software
      3  
Office furniture, equipment and fixtures
      5  
Satellites
      2.2 to 9  
Ground stations and ground station equipment
      3 to 10  
Leasehold improvements
     
 lesser of useful life or
term of lease		  
 
Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers.
The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets.
At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.
In February 2021, the Company completed an assessment of the useful lives of its satellites and adjusted the estimated useful life of certain satellites from 6 years to 9 years. This change in accounting estimate was effective beginning in fiscal year 2022.
In August 2021, additional information specific to a single high resolution satellite became available which indicated the useful life of the satellite will be less than originally estimated. The change in estimate for this satellite was accounted for prospectively beginning in August 2021.
The effect of these changes in estimate was a net decrease in depreciation expense of $13.7 million and a decrease in basic and diluted net loss per share attributable to common stockholders of approximately $0.45 for the nine months ended October 31, 2021. These changes in estimate are expected to result in a net decrease in depreciation expense of $17.6 million for the year ended January 31, 2022.
 
Deferred Offering Costs
The Company has capitalized qualified legal, accounting and other direct costs related to the merger with dMY IV (see Note 1). Deferred offering costs are included in other assets on the balance sheets and were deferred until the completion of the merger with dMY IV on December 7, 2021, at which time they were deducted from additional
paid-in
capital. As of October 31, 2021, $6.3 million of deferred offering costs were capitalized within other assets.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606,
Revenue from Contracts with Customers
(“Topic 606”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied.
The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or archive access licenses. The Company’s imagery licensing agreements and service agreements are generally
non-cancelable
and do not contain refund-type provisions.
At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract.
Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract.
At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract.
 
When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed.
The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer.
Revenue excludes sales and usage based taxes where it has been determined that the Company is acting as a pass through agent.
The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration, including a revenue share arrangement. For these arrangements, the Company estimates the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis.
The Company typically bills in advance either quarterly or annually for contacts with terms of one year or longer. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or
non-current
deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less for the existence of a significant financing component. The financing component of multi-year contracts were not significant.
Emerging Growth Company
The Jumpstart Our Business Startups Act of 2012 (‘‘JOBS Act’’) allows an emerging growth company (‘‘EGC’’) to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to
private companies. The Company is an EGC and has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates discussed below, within the Recently Issued Accounting Pronouncements section, reflect this election.​​​​​​​
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU
2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
(ASU
2018-15)
,
which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted this guidance as of February 1, 2021, with no material impact on its unaudited condensed consolidated financial statements.
In November 2018, the FASB issued ASU
2018-18,
Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
, which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue standard, ASU
2014-09
(codified in Accounting Standards Codification (“ASC”) 606). The Company adopted this guidance as of February 1, 2021, with no material impact on its unaudited condensed consolidated financial statements.
 
2.
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“
U.S. GAAP
”).
The consolidated financial statements include the accounts of Planet Labs Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.
Liquidity and Going Concern
The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. Since its inception, the Company has incurred net losses and negative cash flows from operations. As of January 31, 2021, the Company had an accumulated deficit of $639.9 million. For the year ended January 31, 2021, the Company incurred a net loss before income tax of $126.0 million and had net cash outflows from operations of $4.0 million. The Company expects to incur additional operating losses and negative cash flows from operations as it continues to expand its commercial operations and research and development programs. As of January 31, 2021, the Company had $71.2 million of cash and cash equivalents.
As further discussed in Note 8, as of January 31, 2021, the Company had $77.1 million aggregate principal amount of convertible notes outstanding (the “
2020 Convertible Notes
” and “
Tranche B
”), of which approximately $71.1 million has a maturity date of June 22, 2022 and $6.0 million has no stated maturity date. In addition, the Company has $67.0 million of principal and fees due to Silicon Valley Bank (“
SVB
”) and Hercules Capital Inc (“
Hercules
”) with a maturity date of June 21, 2022 (the “
SVB & Hercules Loan
”). The SVB and Hercules Loan also contains a “springing maturity” provision, which accelerates the maturity date for repayment of the loan, including interest and fees to March 23, 2022, if the outstanding 2020 Convertible Notes have not converted into equity securities by such date.
Because the Company has historically generated net losses and negative cash flows from operations, it may be unable to refinance its debt or raise sufficient capital to cause the conversion of its outstanding 2020​​​​​​​
Convertible Notes into equity securities prior to the springing maturity condition coming into effect. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
As discussed in Note 16, the Company entered into a letter of intent to complete a business combination with a special purpose acquisition company (“
SPAC
”), which would result in the SPAC acquiring 100% of the Company’s outstanding equity interests. In addition to the cash resources made available through the business combination, the Company anticipates additional financing will be made available to the Company through a Private Investment in Public Equity (“
PIPE
”) offering, which is expected to close concurrently with the business combination. Management intends to use a portion of these proceeds to repay all of the outstanding amounts due under the SVB & Hercules Loan.
There can be no assurance that the business combination, the PIPE offering and the subsequent debt repayment will be completed as currently contemplated, or at all. To the extent additional capital is not obtained through the business combination and PIPE offering, management will be required to obtain additional capital through the sale of debt or equity, or other arrangements. However, there can be no assurance that the Company will be able to raise additional capital when needed or under acceptable terms. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding ordinary shares. Any future debt may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain additional financing, operations may be scaled back or discontinued. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized
internal-use
software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of convertible notes and preferred stock warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.
These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements.
Due to the
COVID-19
Coronavirus pandemic (“
COVID-19
” or “
COVID-19
pandemic
”), there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained.
 
Cash and Cash Equivalents and Restricted cash
Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.
The Company had restricted cash of $5.4 million as of January 31, 2021, which consisted of a collateral money market account for the Company’s headquarters and other domestic office operating leases of $4.3 million, performance guarantees required for the Company’s foreign sales activities of $0.9 million, and $0.2 million in deposits related to the Company’s foreign operations.
A reconciliation of the Company’s cash and cash equivalents in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows as of January 31, 2021 and 2020 is as follows:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Cash and cash equivalents
    $ 71,183    $ 21,678
Restricted cash, current
      375      1,576
Restricted cash,
non-current
      4,982      4,485
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 76,540    $ 27,739
  
 
 
     
 
 
  
Restricted cash of $0.4 million and $1.6 million is included in prepaid expenses and other current assets as of January 31, 2021 and 2020, respectively.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest. Accounts receivable are stated net of an estimated allowance for doubtful accounts. The Company reviews accounts receivable regularly and makes estimates for the allowance for doubtful accounts when it is probable that an amount is uncollectible. If it is deemed certain that an amount is uncollectible, the amount is
written-off.
In evaluating the Company’s ability to collect outstanding receivables, the Company considers many factors, including the age of the balance, the customer’s payment history, creditworthiness, and current economic trends, including considerations for the impact of
COVID-19.
The change in the Company’s allowance for doubtful accounts is as follows:​​​​​​​
 
    
Year Ended January 31,
  
(in thousands)
   
    2021    
     
    2020    
  
Balance, beginning of year
    $ 843    $ 5,300
Charges
      823      649
Write-offs
      (619 )       (4,702 ) 
Other
      168      (404 ) 
  
 
 
     
 
 
  
Balance, end of year
    $ 1,215    $ 843
  
 
 
     
 
 
  
Fair Value Measurement
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “
exit price
”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date.
 
The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows:
Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.
The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, preferred stock warrant liabilities and convertible notes. The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value, due to the short time to maturity. The carrying amount of the Company’s outstanding debt approximates fair value as the debt bears a floating rate that approximates the market interest rate. The Company’s convertible notes and preferred stock warrant liability, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy. The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 4). The Company measures certain
non-financial
assets including property and equipment, and other intangible assets at fair value on a
non-recurring
basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of January 31, 2021 and 2020 there were no material
non-financial
assets recorded at fair value.
Fair Value Option
The Company has elected the fair value option to account for its convertible notes. The Company records the convertible notes at fair value with changes in fair value recorded on the Consolidated Statement of Operations and Comprehensive Loss (Note 4). The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash and cash equivalents are deposited in checking and money market accounts with financial institutions in the U.S. and checking accounts with financial institutions in Canada, Germany, and Singapore that management believes are of high credit quality. The Company generally does not require collateral to support the obligations of the counterparties and deposits at banks may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not
experienced material losses on its deposits of cash and cash equivalents. The maximum amount of loss at January 31, 2021 that the Company would incur if parties to cash and money market funds failed completely to perform according to the terms of the contracts is $70.5 million.
Accounts receivables are typically unsecured and are derived from revenue earned from customers across various countries. For the year ended January 31, 2021, three customers accounted for 12%, 10% and 10%, of revenue. For the year ended January 31, 2020, one customer accounted for 13% of revenue. As of January 31, 2021, three customers accounted for 32%, 18%, and 12% of accounts receivable, respectively. As of January 31, 2020, one customer accounted for 50% of accounts receivable.
The Company’s products require continued approval from the Federal Communications Commission (“
FCC
”) and other international regulatory agencies for the Company to continue its operations. There can be no assurance that the Company’s products will continue to receive the necessary approvals or that its operations will be supported by the U.S. government or other governments. If the Company was denied such approvals, if such approvals were delayed, or if the U.S. government’s or other governments’ policies change, these events may have a material adverse impact on the Company’s financial position and results of operations.
The Company contracts with certain third-party service providers to launch satellites. Service providers who provide these services are limited. The inability of launch service providers to contract with the Company could materially impact future operating results.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:​​​​​​​
 
    
Estimated useful life
(in years)
  
Computer equipment and purchased software
      3  
Office furniture, equipment and fixtures
      5  
Satellites
      2.5 to 6  
Ground stations and ground station equipment
      3 to 10  
Leasehold improvements
      lesser of useful life or term of lease  
Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers.
The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets.
 
At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.
For the years ended January 31, 2021 and 2020, the Company recognized an additional $0.7 million and $2.5 million, respectively, in depreciation expense as a result of retirement of certain satellites.
Capitalized
Internal-Use
Software Development Costs
Costs directly attributable to the development of
internal-use
software are capitalized when the preliminary design of the software is completed, management has committed funding to proceed with the development and confirmed adequate probability that the project will be completed and the software will function as intended. Capitalization is discontinued when the project is substantially completed and ready for its intended use. The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material. The Company amortizes capitalized
internal-use
software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one to three years based on management’s determination of the duration of time during which the related software will be in use and contributing to the Company’s cash flows.
Impairment of Long-Lived Assets
The carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. This evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If the carrying amount of the asset or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset or asset group exceeds the fair value of the asset or asset group. No events or changes in circumstances indicated the carrying amounts of the Company’s long-lived assets may not be recoverable during the years ended January 31, 2021 and 2020.
Business Combinations
The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable but recognizes that the assumptions are inherently uncertain.
Acquisition-related costs are accounted for as expenses in the period in which they are incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements as of the acquisition date.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization and is tested for impairment at least annually, during the fourth quarter of each fiscal year or more frequently if events or circumstances indicate that the asset might be impaired. In assessing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, the Company would perform a quantitative impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when goodwill is assessed for impairment. No goodwill impairment was recorded during the years ended January 31, 2021 and 2020.
Intangible Assets
Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows:
 
    
Estimated useful life
(in years)
  
Developed technology
      5  
Imagery library
      3  
Customer relationships
      5  
Trade names and other
      5 to 7  
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Codification (“
ASC
”) Topic 606,
Revenue from Contracts with Customers
(“
Topic 606
”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied.
The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or
archive access licenses. The Company’s imagery licensing agreements and service agreements are generally
non-cancelable
and do not contain refund-type provisions.
At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract.
Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract.
At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract.
When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed.
The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer.
Revenue excludes sales and usage-based taxes where it has been determined that the Company is acting as a pass-through agent.
The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration, including a revenue share arrangement. For these arrangements, the Company estimates
the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis.
The Company typically bills in advance either quarterly or annually for contacts with terms of one year or longer. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or
non-current
deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less for the existence of a significant financing component. The financing component of multi-year contracts were not significant.
Cost of Revenue
Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved, third party imagery expenses, depreciation of satellites and ground stations, and the amortization of capitalized
internal-use
software related to creating imagery provided to customers. Cost of revenue from professional services consists primarily of employee-related costs associated with providing these services, including costs paid to subcontractors and certain third-party fees. Employee-related costs include salaries, benefits, bonuses and stock-based compensation.
Research and Development Expenditures
Research and development expenditures primarily include personnel- related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iteration.
The Company continues to iterate its satellites and operations for optimal efficiency and function. Satellite costs associated with the design, manufacture, launch, and commissioning of experimental satellites or other space related research and development activities are expensed as incurred.
Sales and Marketing
Sales and marketing expenditures primarily include costs incurred to market and distribute the Company’s products. Such costs include advertising and conferences, sales commissions, salaries, benefits and stock based compensation for the Company’s sales and marketing personnel and sales office expenses. Sales and marketing expenses are expensed as incurred.
General and Administrative
General and administrative expenses include personnel-related expenses and facilities-related costs primarily for its executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative costs are expensed as incurred.
Leases
Leases are reviewed and classified as capital or operating at their inception. For operating leases, the Company records rent expense on a straight-line basis over the noncancelable lease term and records the
difference between the rent paid and the recognition of rent expense as a deferred rent asset or liability. Rent escalation, rent abatement, or other concessions, such as rent holidays, and landlord or tenant incentives or allowances, are recorded as deferred rent and amortized over the remaining lease term.
Income Taxes
The Company is subject to income taxes in the U.S. and various foreign jurisdictions and uses estimates in determining its provisions for income taxes.
The Company accounts for income taxes under the asset and liability method. Deferred assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.
The Company recognizes and measures uncertain tax positions in accordance with ASC 740,
Income Taxes,
which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained.
The global intangible
low-taxed
income (GILTI) provisions of the Tax Cut and Jobs Act impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporation. The Company elects to treat any potential GILTI inclusions as a period cost.
Common Stock Valuations
The Company has historically granted stock options at an exercise price equal to the fair value as determined by the Board of Directors on the date of grant. Given the absence of a public market for the Company’s common stock, the Board of Directors of the Company estimated the fair value of its common stock at the time of each grant of an equity-based award. The Board of Directors of the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid,
Valuation of Privately Held Company Equity Securities Issued as Compensation
, to estimate the fair value of its common stock. These estimates and assumptions include numerous objective and subjective factors to determine the fair value of the Company’s common stock at each grant date, including the following factors:
 
  •  
relevant precedent transactions including the Company’s capital transactions;
 
  •  
the liquidation preferences, rights, preferences, and privileges of the Company’s convertible preferred stock relative to the common stock;
 
  •  
the Company’s actual operating and financial performance;
 
  •  
the Company’s current business conditions and projections;
 
  •  
the Company’s stage of development;
 
  •  
the likelihood and timing of achieving a liquidity event for the common stock underlying the stock options, such as an initial public offering, given prevailing market conditions;
 
  •  
any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options;
 
  •  
the market performance of comparable publicly traded companies; and
 
  •  
U.S. and global capital market conditions.
If different assumptions had been made, equity-based compensation expense, net income, and net income per common share could have been significantly different.​​​​​​​
Stock-Based Compensation
The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which require compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified, using appropriate valuation techniques. The Company recognizes forfeitures as they occur.
The Company grants certain awards, primarily options, that vest based upon a service condition. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company records stock-based compensation expense for stock options on a straight-line basis over the requisite service period, which is generally four years.
The fair value of the Restricted Stock Units (“
RSUs
”) is the fair value of the underlying stock at the measurement date. For awards that are subject to both time-based service and performance conditions (including liquidity events), no expense is recognized until it is probable that the vesting criteria would be met. Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.
Preferred Stock Warrants
The Company has preferred stock warrants which are exercisable for Series B and Series D convertible preferred stock. The Company’s convertible preferred stock is classified as permanent equity, as redemption is solely within control of the Company. The Company evaluated the Series B and Series D Preferred Stock warrants under ASC
815-40,
Derivatives and Hedging—Contracts in Entity’s Own Equity
, and concluded the Series B and Series D preferred stock warrants do not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement provisions of the Series B and certain Series D preferred stock warrants meet the criteria for liability classification as the number of shares to be issued was not fixed at the time of issuance. Certain other Series D preferred stock warrants meet the criteria for liability classification as certain terms of the warrants preclude them from being indexed to the Company’s stock. As such, the Series B preferred stock warrants and Series D preferred stock warrants are recognized as liabilities and recorded at fair value. The change in fair value of the Series B and Series D preferred stock warrants is recognized at each reporting date in the Consolidated Statement of Operations and Comprehensive Loss. See Note 4 for a
discussion of the fair value methodology and assumptions and Note 8 for details of the terms of the Series B and Series D preferred stock warrants.​​​​​​​
Foreign Currency Transactions and Translation
The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries has been determined to be either the U.S. dollar, Euro or Canadian dollar as the case may be. Revenue and expenses of the Company’s foreign subsidiaries, with a functional currency of either Euro or Canadian dollar, are translated into U.S. dollars using the monthly average exchange rates prevailing during the period. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity.
Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Monetary assets and liabilities are subject to remeasurement at the exchange rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included within Other income (expense), net in the Consolidated Statement of Operations and Comprehensive Loss. Foreign currency gain (loss) was $0.3 million and ($0.3) million for the years ended January 31, 2021 and 2020, respectively.
Segments
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“
CODM
”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
See Note 3, Revenue, for revenue by geographic region. See Note 6, Balance Sheet Components, for long-lived assets by geographic region.
Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with
the two-class method
required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the convertible preferred stock do not have a contractual obligation to share in any losses.
Basic net loss per share attributable to common stockholders is the same for Class A and Class B shares of common stock because they are entitled to the same liquidation and dividend rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and weighted-average number of Class A common stock warrants outstanding during the period. Class A common stock warrants are not contingently exercisable and the common stock of the Company will be issued for little or no consideration, as such the shares underlying the Class A Common Stock Warrants are considered outstanding in the denominator in the calculation of basic net loss per share attributable to common stockholders from the issuance date of the Class A Common Stock Warrants.
 
Diluted loss per share attributable to common stockholders adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible notes, stock options, restricted stock units and warrants. For the years ended January 31, 2021 and 2020, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.​​​​​​​
Emerging Growth Company
The Jumpstart Our Business Startups Act of 2012 (‘‘
JOBS Act
’’) allows an emerging growth company (‘‘
EGC
’’) to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company is an EGC and has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates discussed below, within the Recently Issued Accounting Pronouncements section, reflect this election.
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“
FASB
”) issued ASU
2018-13—
Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
. Under the new guidance, the amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance as of February 1, 2020.
In August 2018,
the FASB issued ASU 2018-15,
 Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
 (ASU 2018-15)
,
 which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements.
In November 2018,
the FASB issued ASU 2018-18,
Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
, which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue
standard, ASU 2014-09
(codified in ASC 606). The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued ASU
2016-02,
 Leases,
which was codified with its subsequent amendments as
ASC 842. ASC 842 requires an entity to recognize a
right-of-use
asset and lease liability for
all leases with terms of more than 12 months. Recognition, measurement, and presentation of expenses will depend on classification as a finance or operating lease. The amendments in this update also require certain quantitative and qualitative disclosures about leasing arrangements. The standard allows for two methods of adoption to recognize and measure leases: retrospectively to each prior period presented in the financial statements with the cumulative effect of initially applying the guidance recognized at the beginning of the earliest comparative period presented or retrospectively at the beginning of the period of adoption with the cumulative effect of initially applying the guidance recognized at the beginning of the period in which the guidance is first applied. The adoption methods both include a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a
right-of-use
asset and a lease liability for all operating leases based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. The updated guidance is expected to be effective for the Company for the year ending January 31, 2023, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. The Company expects that the adoption will result in the recognition of
right-of-use
assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet.
In June 2016, the FASB issued ASU
2016-13
, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
which was codified with its subsequent amendments as ASC 326
.
ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is expected to be effective for the Company on February 1, 2022 and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU
2017-04,
Simplifying the Test for Goodwill Impairment,
a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The standard is expected to be effective for the Company on February 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
In August 2020, the FASB issued ASU
2020-06,
Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
. This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result,
entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce
non-cash
interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU
2020-06.
Additionally, ASU
2020-06
requires the application of the
if-
converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments. The standard is expected to be effective for the Company on February 1, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU
2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,
which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The standard is expected to be effective for the Company on February 1, 2022, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
v3.21.4
Revenue
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Revenue
 
3.
Revenue
Deferred Revenue
During the nine months ended October 31, 2021 and 2020, the Company recognized revenue of $35.3 million and $33.9 million, respectively, that had been included in deferred revenue as of January 31, 2021 and 2020, respectively.
Remaining Performance Obligations
The Company often enters into multi-year imagery licensing arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices at the anniversary of each year. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and
non-cancelable
contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $154.8 million as of October 31, 2021, which consists of both deferred revenue of $55.0 million and
non-cancelable
contracted revenue that will be invoiced in future periods of $99.8 million. The Company expects to recognize approximately 68% of the remaining performance obligation over the next 12 months, approximately 92% of the remaining obligation over the next 24 months, and the remainder thereafter.
 
 
Disaggregation of Revenue
The following table disaggregates revenue by major geographic region:
 
    
Nine Months Ended
October 31,
  
(in thousands)
   
2021
     
2020
  
United States
    $ 39,293    $ 44,219
Norway
      10,914        98  
Canada
      6,476        14,171  
Rest of world
      37,380        24,399  
  
 
 
     
 
 
  
Total revenue
    $ 94,063    $ 82,887
  
 
 
     
 
 
  
No single country in the Rest of world accounted for more than 10% of revenue for the nine months ended October 31, 2021 and 2020.
Costs to Obtain and Fulfill a Contract
Commissions paid to the Company’s direct sales force are considered incremental costs of obtaining a contract with a customer. Accordingly, commissions are capitalized when incurred and amortized to sales and marketing expense over the period of benefit from the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term.    
During the nine months ended October 31, 2021 and 2020, the Company deferred $1.2 million and $2.5 million of commission expenditures to be amortized in future periods. The Company’s amortization of commission expenditures was $1.7 million and $1.3 million for the nine months ended October 31, 2021 and 2020, respectively. As of October 31, 2021 and January 31, 2021, deferred commissions consisted of the following:​​​​​​​
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Deferred commission, current
    $ 1,206    $ 1,030
Deferred commission,
non-current
      1,102        1,697  
  
 
 
     
 
 
  
Total deferred commission
    $ 2,308    $ 2,727
  
 
 
     
 
 
  
The current portion of deferred commissions are included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. The
non-current
portion of deferred commissions are included in other
non-current
assets on the unaudited condensed consolidated balance sheets.
3.
Revenue
Deferred Revenue
During the years ended January 31, 2021 and 2020, the Company recognized revenue of $34.7 million and $35.1 million, respectively, that had been included in deferred revenue as of January 31, 2020 and February 1, 2019, respectively.
Remaining Performance Obligations
The Company often enters into multi-year imagery licensing arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices at the anniversary of each year. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and
non-cancelable
contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $145.4 million as of January 31, 2021, which consists of both deferred revenue of $72.7 million and
non-cancelable
contracted revenue that will be invoiced in future periods of $72.7 million. The Company expects to recognize approximately 59% of the remaining performance obligation over the next 12 months, approximately 82% of the remaining obligation over the next 24 months, and the remainder thereafter.
Disaggregation of Revenue
The following table disaggregates revenue by major geographic region:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
United States
    $ 61,471    $ 54,857
Canada
      15,910      16,678
Rest of world
      35,787      24,201
  
 
 
     
 
 
  
Total revenue
    $ 113,168    $ 95,736
  
 
 
     
 
 
  
 
 
No single country other than the U.S. and Canada accounted for more than 10% of revenue for the years ended January 31, 2021 and 2020.
Costs to Obtain and Fulfill a Contract
Commissions paid to the Company’s direct sales force are considered incremental costs of obtaining a contract with a customer. Accordingly, commissions are capitalized when incurred and amortized to sales and marketing expense over the period of benefit from the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term.
During the years ended January 31, 2021 and 2020, the Company deferred $3.0 million and $0.3 million of commission expenditures to be amortized in future periods. The Company’s amortization of commission expenditures was $1.9 million and $1.3 million for the years ended January 31, 2021 and 2020, respectively. As of January 31, 2021 and 2020, deferred commissions consisted of the following:​​​​​​​
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred commission, current
    $ 1,030    $ 1,534
Deferred commission,
non-current
      1,697      102
  
 
 
     
 
 
  
Total deferred commission
    $ 2,727    $ 1,636
  
 
 
     
 
 
  
The current portion of deferred commissions are included in prepaid expenses and other current assets on the consolidated balance sheets. The
non-current
portion of deferred commissions are included in other
non-current
assets on the consolidated balance sheets.
v3.21.4
Initial Public Offering
 1 Months Ended 9 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Equity [Abstract]    
Initial Public Offering
Note 3—Proposed Public Offering
Pursuant to the Proposed Public Offering, the Company will offer for sale 30,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and
one-fifth
of one redeemable warrant (each, a “
Public Warrant
”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
The Company will grant the underwriters a
45-day
option from the date of the final prospectus relating to the Proposed Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price, less underwriting discounts and commissions.
Note 3—Initial Public Offering
On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions.
Each Unit consists of one share of Class A common stock, and
one-fifth
of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
v3.21.4
Fair Value of Financial Assets and Liabilities
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Fair Value of Financial Assets and Liabilities  
Note 9—Fair Value Measurements
The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model. For the three months ended September 30, 2021, the Company recognized a
non-operating
loss in the accompanying unaudited condensed consolidated statements of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $2.7 million. For the nine months ended September 30, 2021, the Company recognized a
non-operating
gain in the accompanying unaudited condensed consolidated statements of operations resulting from a decrease in the fair value of derivative warrant liabilities of approximately $0.7 million.
The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy:
Description
  
Quoted Prices in Active
Markets
(Level 1)
 
  
Significant Other
Observable Inputs
(Level 2)
 
  
Significant Other
Unobservable Inputs
(Level 3)
 
Assets:
                           
Investments held in Trust Account—U.S. Treasury Securities (1)
    $  345,097,744      $  —        $ —    
Liabilities:
                           
Derivative warrant liabilities
    $ 13,110,000      $ —        $  21,360,000  
 
(1)
Excludes $914
 
of cash balance held within the Trust Account
Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded. As of September 30, 2021, the Public Warrants were publicly traded
at $1.90 per warrant.
 
The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 f
a
ir value measurements inputs as their measurement dates:
 
 
  
As of September 30, 2021
 
Exercise price
    $ 11.50  
Stock price
    $ 9.91  
Volatility
      26.6% 
-
 45.2		 % 
Term
      5.17  
Risk-free rate
      1.0 % 
Dividend yield
      0.0 % 
The change in the fair value of the derivative warrant liabilities at level 3 for the nine months ended September 30, 2021 is summarized as follows:
 
Level 3—Derivative warrant liabilities at January 1, 2021
    $ —    
Issuance of Public and Private Warrants
      35,175,000  
Change in fair value of derivative warrant liabilities
      (495,335 ) 
    
 
 
  
Level 3—Derivative warrant liabilities at March 31, 2021
    $ 34,679,665  
Transfer to Level 1
      (12,489,000 ) 
Change in fair value of derivative warrant liabilities
      (237,333 ) 
    
 
 
  
Level 3—Derivative warrant liabilities at June 30, 2021
    $ 21,953,332  
Change in fair value of derivative warrant liabilitie
s
 
 
(593,332
)
Level 3—Derivative warrant liabilities at September 30, 2021
 
$
21,360,000
 
    
 
 
  
 
Planet Labs Inc [Member]      
Fair Value of Financial Assets and Liabilities
 
4.
Fair Value of Financial Assets and Liabilities
Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values.
 
 
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of October 31, 2021 and January 31, 2021 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.
 
    
October 31, 2021
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 37,535    $ —        $ —    
Restricted cash: money market funds
      5,875      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
      43,410      —          —    
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
      —          —          109,953
Preferred stock warrant liability
      —          —          14,047
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ —        $ 124,000
  
 
 
     
 
 
     
 
 
  
    
January 31, 2021
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 50,449    $ —        $ —    
Restricted cash: money market funds
      5,165      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
      55,614      —          —    
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
      —          —          101,212
Preferred stock warrant liability
      —          —          11,359
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ —        $ 112,571
  
 
 
     
 
 
     
 
 
  
The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds as of October 31, 2021 and January 31, 2021.
The Company measures its convertible notes and preferred stock warrants at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assess these assumptions and estimates on an
on-going
basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the convertible notes and preferred stock warrants related to updated assumptions and estimates are recognized within the unaudited condensed consolidated statements of operations and comprehensive loss.
The fair value of the convertible notes and preferred stock warrants may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.
 
 
Level 3 Disclosures
The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:
 
    
Fair Value as
of October 31,
2021
     
Valuation
Technique
   
Unobservable
Input Description
   
Input
     (in thousands)                 
Convertible Notes
      $109,953    Market approach    Probability of Conversion upon Business Combination    100%
         Discount for lack of marketability    5%
Preferred Stock Warrant Liability
      14,047     
Black-Scholes
    Expected Term    8.4 years
         Volatility    60%
         Risk-free interest rate    1.49%
         Dividend yield    0%
      Market approach    Probability of Conversion upon Business Combination    100%
         Discount for lack of marketability    5%
    
Fair value as
of January 31,
2021
     
Valuation
Technique
   
Unobservable
Input Description
   
Input
     (in thousands)                 
Convertible Notes
    $ 101,212    Probability-weighted    Estimated time to liquidation   
0.2-.5 years
         Volatility    35.00%
         Discount Yield    16.00%
         Risk-free interest rate    0.06%
Preferred Stock Warrant Liability
      11,359    Option Pricing Method    Term   
0.5-1.75 years
         Volatility    60.00%
         Discount for lack of marketability    10%- 17%
 
 
The fair value of the convertible notes as of October 31, 2021 was estimated using a market approach. The fair value of the convertible notes as of January 31, 2021 was estimated using a probability- weighted hybrid method combining (i) an option pricing model, and (2) a discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s convertible note are the probability of conversion upon business combination, discount for lack of marketability, estimated time to liquidation, volatility, discount yield and risk-free interest rates. Significant changes in the probability of conversion upon business combination, estimated time to liquidation, volatility and discount yield would result in significantly lower or higher fair value measurement, respectively.
The fair value of the preferred stock warrant liability as of October 31, 2021 was estimated using a market approach and the Black-Scholes option pricing model. As of January 31, 2021, the fair value of the preferred stock warrants was estimated using an option pricing model. The significant unobservable inputs used in the fair value measurement of the Company’s preferred stock warrant liabilities are probability of conversion upon business combination, volatility, term and discount for lack of marketability. Significant changes in the probability of conversion upon business combination and volatility would result in significantly lower or higher fair value measurement, respectively.
The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended October 31, 2021 and 2020:
 
(in thousands)
   
Convertible
Notes
     
Preferred
Stock Warrant
Liability
  
Fair value, January 31, 2020
    $ 10,804    $ 3,849
Issuance
      68,528      2,596
Extinguishment
      (3,260 )       —    
Change in fair value
      15,346        1,167  
  
 
 
     
 
 
  
Fair value at end of period, October 31, 2020
    $ 91,418    $ 7,612
  
 
 
     
 
 
  
Fair value, January 31, 2021
    $ 101,212    $ 11,359
Change in fair value
      8,741        2,688  
  
 
 
     
 
 
  
Fair value at end of period, October 31, 2021
    $ 109,953    $ 14,047
  
 
 
     
 
 
  
For the nine months ended October 31, 2021 and 2020, the changes in fair value of the convertible notes resulted from an increase in probability of conversion upon a business combination, an adjustment to the remaining period to the expected outcome and changes to the overall enterprise valuation. For the nine months ended October 31, 2021 and 2020, the changes in the fair value of the preferred stock warrant liability resulted from a change in probability of conversion upon a business combination, change in the estimated fair value of preferred stock and overall enterprise valuation.
Immediately prior to the Closing of the Business Combination, the convertible notes and certain preferred stock warrants converted into shares of the Company’s Class A Common Stock, see Note 1.
 
  
4.
Fair Value of Financial Assets and Liabilities
Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values.
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of January 31, 2021 and 2020 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.
 
    
January 31, 2021
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 50,449    $ —      $ —  
Restricted cash: money market funds
      5,165      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
    $ 55,614    $ —      $ —  
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
    $ —      $ —      $ 101,212
Preferred stock warrant liability
      —          —          11,359
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —      $ —      $ 112,571
  
 
 
     
 
 
     
 
 
  
 
    
January 31, 2020
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 13,991    $ —      $ —  
Restricted cash: money market funds
      5,886      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
    $ 19,877    $ —      $ —  
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
    $ —      $ —      $ 10,804
Preferred stock warrant liability
      —          —          3,849
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —      $ —      $ 14,653
  
 
 
     
 
 
     
 
 
  
The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds as of January 31, 2021 and 2020.
The Company measures its convertible notes and preferred stock warrants at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assess these assumptions and estimates on
an on-going
basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the convertible notes and preferred stock warrants related to updated assumptions and estimates are recognized within the Consolidated Statements of Operations and Comprehensive Loss.
The fair value of the convertible notes and preferred stock warrants may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.
Level 3 Disclosures
The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:
 
   
Fair Value as of
January 31, 2021
    
Valuation Technique
    
Unobservable Input
Description
  
Input
    (in thousands)                
Convertible Notes
   $ 101,212    
Probability-weighted
     Estimated time to
liquidation		  
0.2-.5 years
      Volatility   35.0%
      Discount Yield   16.0%
     
Risk-free interest rate
   0.1%
Preferred Stock Warrant Liability
     11,359     Option Pricing Method     Term  
0.5-1.75 years
      Volatility   60%
      Discount for lack of
marketability		   10%- 17%
 
   
Fair Value as of
January 31, 2020
    
Valuation Technique
    
Unobservable Input
Description
  
Input
    (in thousands)                
Convertible Notes
   $ 10,804     Probability-weighted     Estimated time to
liquidation		   2.0 years
      Discount Yield   27.6%
     
Risk-free interest rate
   1.6%
Preferred Stock Warrant Liability
     3,849     Option Pricing Method     Term   2.0 years
      Volatility   60.0%
      Discount for lack of
marketability		   25.0%
      Risk-free interest rate   1.6%
The fair value of the convertible notes as of January 31, 2021 and 2020 was estimated using a probability- weighted hybrid method combining (i) an option pricing model, and (ii) a discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s convertible note are the estimated time to liquidation, volatility, discount yield and risk-free interest rates. Significant changes in the estimated time to liquidation, volatility and discount yield would result in significantly lower or higher fair value measurement, respectively.
The fair value of the preferred stock warrant liability as of January 31, 2021 and 2020 was estimated using an option pricing model. The significant unobservable inputs used in the fair value measurement of the Company’s preferred stock warrant liabilities are volatility, term and discount for lack of marketability. Significant changes in the volatility would result in significantly lower or higher fair value measurement, respectively.
The following table presents changes in Level 3 liabilities measured at fair value for the years ended January 31, 2021 and 2020:
 
(in thousands)
   
Convertible
Notes
     
Preferred Stock
Warrant Liability
  
Fair value, February 1, 2019
    $ —      $ 3,897
Issuance
      10,963      —    
Change in fair value
      (159 )       (48 ) 
  
 
 
     
 
 
  
Fair value at end of year, January 31, 2020
      10,804      3,849
Issuance
      68,529      2,596  
Extinguishment
      (3,260 )       —    
Change in fair value
      25,139      4,914
  
 
 
     
 
 
  
Fair value at end of year, January 31, 2021
    $ 101,212    $ 11,359
  
 
 
     
 
 
  
For the years ended January 31, 2021 and 2020, the changes in fair value of the convertible notes resulted from an adjustment to the remaining period to the expected outcome and changes to the overall enterprise valuation. For the years ended January 31, 2021 and 2020, the changes in the fair value of the preferred stock warrant liability resulted from a change to the estimated fair value of preferred stock and overall enterprise valuation.
 
v3.21.4
Business Combination
 12 Months Ended
Jan. 31, 2021
Planet Labs Inc [Member]  
Business Acquisition [Line Items]  
Business Combination
5.
Business Combination
On March 11, 2019, the Company acquired all outstanding stock of Boundless, a geospatial software solution company and changed the Boundless name to Planet Labs Federal Inc. (“
Planet Federal
”) as of the acquisition date. The purpose of the acquisition was to allow the Company to accelerate the adoption by government and enterprise customers of commercial geospatial information services. Pursuant to the terms of the purchase agreement for the transaction, the Company acquired all of the outstanding capital stock of Boundless for total purchase consideration of $17.2 million, consisting of $2.5 million in cash, net of cash received and $14.8 million in Series D convertible preferred stock valued at $14.38 per share.
The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition:
 
(in thousands)
      
   
March 11, 2019
  
Net Assets Acquired
        
Goodwill
   $ 13,296  
Identifiable intangible assets acquired
        
Customer relationships
     2,680  
Developed technology
     1,270  
Trade name and other
     1,480  
Other assets, net
     36  
Property and equipment
     70  
Net working capital acquired, net of cash acquired
     (1,603 ) 
   
 
 
  
Total purchase consideration
   $ 17,229  
   
 
 
  
Identifiable intangible assets were measured at fair value, primarily using the royalty method under the income approach, which requires the Company to estimate a reasonable royalty rate, identify relevant projected revenue and expenses and select an appropriate discount rate.
The goodwill primarily represents the value expected from the synergies created through the operational enhancement benefits and competitive advantage resulting from the integration of Boundless into the Planet Labs group. Goodwill is not deductible for tax purposes.
The Company incurred acquisition-related costs associated with this transaction of approximately $1.1 million, $0.2 million of which are included in general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss for the year ended January 31, 2020.
Pro forma information has not been presented as the impact of Boundless’ operating results to the Company for periods prior to its acquisition would not have been material.
The Company’s Consolidated Statement of Operations and Comprehensive Loss for the years ended January 31, 2021 and 2020, includes revenue of $1.4 million and $4.3 million, respectively, and net income from operations of $0.4 million and $0.3 million, respectively, associated with Boundless.
v3.21.4
Balance Sheet Components
 9 Months Ended 12 Months Ended
Oct. 31, 2020
Jan. 31, 2021
Planet Labs Inc [Member]    
Balance Sheet Components [Line Items]    
Balance Sheet Components
 
5.
Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consists of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Satellites*
    $ 306,989    $ 302,577
Leasehold improvements
      15,448        15,630
Ground stations and ground station equipment
      12,648        12,560
Office furniture, equipment and fixtures
      5,077        4,995
Computer equipment and purchased software
      8,094        7,837
  
 
 
     
 
 
  
Total property and equipment, gross
      348,256      343,599  
Less: Accumulated depreciation
      (210,245 )       (183,744 ) 
  
 
 
     
 
 
  
Total property and equipment, net
    $ 138,011    $ 159,855
  
 
 
     
 
 
  
 
*
Satellites include $9.1 million and $13.3 million of satellites in process and not in service as of October 31, 2021 and January 31, 2021, respectively.
Interest expense associated with manufactured satellites was not material for the nine months ended October 31, 2021 and 2020.
Total depreciation expense for the nine months ended October 31, 2021 and 2020 was $28.1 million and $38.9 million, respectively, of which $24.5 million and $34.0 million, respectively, was depreciation expense specific to satellites.
Capitalized
Internal-Use
Software Development Costs
Capitalized
internal-use
software costs, net of accumulated amortization consists of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Capitalized
internal-use
software
    $ 35,370    $ 32,425
Less: Accumulated amortization
      (24,897 )       (20,431 ) 
  
 
 
     
 
 
  
   $ 10,473    $ 11,994
  
 
 
     
 
 
  
Interest expense associated with capitalized
internal-use
software costs was not material for the nine months ended October 31, 2021 and 2020.
Amortization expense for capitalized
internal-use
software for the nine months ended October 31, 2021 and 2020 was $4.5 million and $5.5 million, respectively.
 
 
Goodwill and Intangible Assets
Goodwill and Intangible assets consist of the following:
 
    
October 31, 2021
     
January 31, 2021
  
(in thousands)
   
Gross
Carrying
Amount
     
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
     
Gross
Carrying
Amount
     
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
  
Developed technology
    $ 8,070    $ (7,311 )    $ (9 )    $ 750    $ 8,070      $ (6,869 )    $ (9 )    $ 1,192  
Image library
      11,983        (10,449 )      44       1,578      11,430        (10,203 )      104       1,331  
Customer relationships
      3,280        (2,017 )      9       1,272      3,280        (1,615 )      9       1,674  
Trade names and other
      3,755        (2,562 )      39       1,232      3,755        (2,318 )      39       1,476  
  
 
 
     
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total intangible assets
      27,088      (22,339 )      83     4,832      26,535      (21,005 )      143     5,673
  
 
 
     
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Goodwill
    $ 86,587    $ —       $ 1,806   $ 88,393      86,587    $ —       $ 1,806   $ 88,393  
  
 
 
     
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Amortization expense for the nine months ended October 31, 2021 and 2020 was $1.3 million and $1.9 million, respectively.
There have been no material changes to the Company’s future amortization of intangible assets as of October 31, 2021.
Prepaid Expenses and Other Assets
Prepaid expenses and other current assets consist of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
R&D funding receivables
(1)
    $ 7,705    $ —    
Prepaid tax and withholding tax receivables
      1,030        1,761
Prepaid satellite launch services
      2,480        —    
Deferred commissions
      1,206        1,030
Deposits
      727        667
Restricted cash
      309        375
Other prepayments and receivables
      5,611        3,301
  
 
 
     
 
 
  
Total prepaid expenses and other current assets
    $ 19,068    $ 7,134
  
 
 
     
 
 
  
Other
non-current
assets consist of the following:
 
    
October 31,
     
January 31,
  
(in thousands)   
2021
     
2021
  
Deferred offering costs
    $ 6,260    $ —    
Deferred commissions
      1,102        1,697
Prepaid satellite launch services
      1,473        772
Other
non-current
assets
      142        515
  
 
 
     
 
 
  
Total other
non-current
assets
    $ 8,977    $ 2,984
  
 
 
     
 
 
  
 
 
Accrued and Other Current Liabilities
Accrued liabilities and other current liabilities consist of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Deferred R&D service liability
(1)
    $ 13,179    $ 8,208
Payroll and related expenses
      3,873        3,229
Customer payable
(2)
      —          10,000
Deferred hosting costs
      3,890        2,301
Deferred rent
      2,160        2,215
Deferred offering costs
      1,129        —    
Accrued interest payable
      616        616
Withholding taxes and other taxes payable
      967        841
Other accruals
      2,828        2,785
  
 
 
     
 
 
  
Total accrued and other current liabilities
    $ 28,642    $ 30,195
  
 
 
     
 
 
  
 
(1)
 
In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “R&D Services Agreement”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and provides for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three-year period. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC
730-20,
Research and Development
. As ASC
730-20
does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. Through October 31, 2021, the Company has received $8.3 million under the R&D Services Agreement. As of October 31, 2021, the Company has the contractual right to receive an additional $7.7 million under the R&D Services Agreement, which is included in Prepaid expenses and other current assets. The deferred R&D service liability was $13.2 million and $8.2 million as of October 31, 2021 and January 31, 2021, respectively, which is included in accrued and other current liabilities.
(2)
 
Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement. The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.
6.
Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consists of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Satellites*
    $ 302,577      $ 314,097  
Leasehold improvements
      15,630        15,537  
Ground stations and ground station equipment
      12,560        12,196  
Office furniture, equipment and fixtures
      4,995        4,909  
Computer equipment and purchased software
      7,837        7,588  
    
 
 
     
 
 
  
Total property and equipment, gross
      343,599        354,327  
Less: Accumulated depreciation
      (183,744 )       (167,732 ) 
    
 
 
     
 
 
  
Total property and equipment, net
    $ 159,855      $ 186,595  
    
 
 
     
 
 
  
 
*
Satellites include $13.3 million and $48.8 million of satellites in process and not in service as of January 31, 2021 and 2020, respectively.
Interest expense associated with manufactured satellites was not material for the years ended January 31, 2021 and 2020.
The Company’s long-lived assets by geographic region are a
s
 follows:
 
 
  
January 31,
 
(in thousands)
  
2021
 
  
2020
 
United States
  
$
156,537
  
  
$
184,973
  
Rest of the world
  
 
3,318
  
  
 
1,622
  
 
  
 
 
 
  
 
 
 
Total property and equipment, net
  
$
159,855
  
  
$
186,595
  
 
  
 
 
 
  
 
 
 
                   
The Company concluded that satellites in s
e
rvice conti
n
ue to be owned by the U.S. entity and accordingly are classified as U.S. assets in the table above. No single country other than the U.S. accounted for more than 10% of total property and equipment, net, as of January 31, 2021 and 2020.
Total depreciation expense for the year ended January 31, 2021 and 2020 was $52.7 million and $69.1 million, respectively, of which $44.2 million and $58.6 million, respectively, was depreciation expense specific to satellites.
Capitalized
Internal-Use
Software Development Costs
Capitalized
internal-use
software costs, net of accumulated amortization consists of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Capitalized
internal-use
software
    $ 32,425      $ 28,045  
Less: Accumulated amortization
      (20,431 )       (13,553 ) 
    
 
 
     
 
 
  
     $ 11,994      $ 14,492  
    
 
 
     
 
 
  
           
 
Interest expense associated with capitalized
internal-use
software costs was not material for the years ended January 31, 2021 and 2020.
Amortization expense for capitalized
internal-use
software for the years ended January 31, 2021 and 2020 was $7.1 million and $5.3 million, respectively.
Estimated future amortization expense of capitalized
internal-use
software at January 31, 2021, is as follows:
 
(in thousands)
       
2022
    $ 5,193
2023
      2,361
2024
      2,102
2025
      1,629
2026
      709
  
 
 
  
   $ 11,994
  
 
 
  
Goodwill and Intangible Assets
Goodwill and Intangible assets consist of the following:
 
   
January 31, 2021
    
January 31, 2020
  
(in thousands)
  
Gross
Carrying
Amount
    
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
    
Gross
Carrying
Amount
    
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
  
Developed technology
   $ 8,070   $ (6,869 )    $ (9 )    $ 1,192   $ 8,070   $ (6,283 )    $ (9 )    $ 1,778
Image library
     11,430     (10,203 )      104     1,331     10,756     (9,400 )      167     1,523
Customer relationships
     3,280     (1,615 )      9     1,674     3,280     (1,003 )      8     2,285
Trade names and other
     3,755     (2,318 )      39     1,476     3,695     (1,820 )      39     1,914
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total intangible assets
   $ 26,535   $ (21,005 )    $ 143   $ 5,673   $ 25,801   $ (18,506 )    $ 205   $ 7,500
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Goodwill
   $ 86,587   $ —     $ 1,806   $ 88,393   $ 86,587   $ —     $ 1,806   $ 88,393
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 

   

   

   

   

   

   

   

 
No impairment charges were recognized related to intangible assets (including goodwill) in the years ended January 31, 2021 and 2020.
Amortization expense for the years ended January 31, 2021 and 2020 was $2.4 million and $3.2 million, respectively.
Estimated future amortization expense of intangible assets at January 31, 2021, is as follows:
 
(in thousands)
       
2022
    $ 1,848
2023
      1,579
2024
      1,509
2025
      367
2026
      90
Thereafter
      280
  
 
 
  
   $ 5,673
  
 
 
  
 
The change in the carrying amount of goodwill during the years ended January 31, 2021 and 2020 is as follows:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Beginning of period
    $ 88,393    $ 75,097
Acquisition
      —          13,296
  
 
 
     
 
 
  
End of period
    $ 88,393    $ 88,393
  
 
 
     
 
 
  
Prepaid Expenses and Other Assets
Prepaid expenses and other current assets consist of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Prepaid tax and withholding tax receivables
    $ 1,761    $ 2,641  
Prepaid satellite launch services
      —          1,818  
Deferred commissions
      1,030      1,534  
Deposits
      667      757  
Restricted cash
      375      1,576  
Other prepayments and receivables
      3,301      2,592  
  
 
 
     
 
 
  
Total prepaid expenses and other current assets
    $ 7,134    $ 10,918  
  
 
 
     
 
 
  
Other
non-current
assets consist of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred commissions
    $ 1,697    $ 102
Prepaid satellite launch services
      772      722
Other
non-current
assets
      515      379
  
 
 
     
 
 
  
Total other
non-current
assets
    $ 2,984    $ 1,203
  
 
 
     
 
 
  
  

    

 
Accrued and Other Current Liabilities
Accrued liabilities and other current liabilities consist of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred R&D service liability
(1)
    $ 8,208    $ —  
Payroll and related expenses
      3,229      2,248
Customer payable
(2)
     10,000      7,254
Deferred hosting costs
      2,301      —    
Deferred rent
      2,215      2,183
Accrued interest payable
      616      474
Withholding taxes and other taxes payable
      841      1,664
Other accruals
      2,785      4,933
  
 
 
     
 
 
  
Total accrued and other current liabilities
    $ 30,195    $ 18,756
  
 
 
     
 
 
  
 
(1)
In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “
R&D Services Agreement
”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and provides for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three-year period. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC
730-20,
Research and Development
. As ASC
730-20
does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. During the year ended January 31, 2021, the Company received $8.3 million under the R&D Services Agreement, of which $8.2 million is included in accrued and other current liabilities as of January 31, 2021 as the Company has not yet incurred such costs.
(2)
Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement. The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.
v3.21.4
Related Party Transactions
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Related Party Transactions
Note 4—Related Party Transactions
Founder Shares
On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “
Founder Shares
”). In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the director nominees. On March 4, 2021, the
Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The initial stockholders have agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Proposed Public Offering.
The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Private Placement Warrants
The Sponsor has agreed to purchase an aggregate of 5,333,333 Private Placement Warrants (or 5,933,333 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant ($8.0 million in the aggregate, or $8.9 million if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering.
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “
Note
”). This loan
is non-interest bearing
and payable on the earlier of December 31, 2021 or the completion of the Proposed Public Offering. As of December 31, 2020, the Company borrowed $750 under the Note. Subsequent to December 31, 2020, the Company borrowed approximately $96,000 under the Note.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“
Working Capital Loans
”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s
discretion, up to
$1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
The Company will enter into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, to the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
 
Note 4—Related Party Transactions
Founder Shares
On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the directors. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.
The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or
earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million.
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was
non-interest
bearing and payable upon the completion of the Initial Public Offering. The Company fully borrowed $200,000 under the Note and received an advance of approximately $791,000 from the related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. In August 2021, the Company received an advance of $37,000 from an officer for working capital needs.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of
September
 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
Commencing on the date that the Company’s securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total
of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three and 
nine
months ended
September
 30, 2021, the Company accrued $30,000 and $70,000,
respectively, in connection with such services in the accompanying unaudited condensed consolidated statements of operations.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
 
Planet Labs Inc [Member]        
Related Party Transactions  
10.
Related Party Transactions
As of October 31, 2021 and January 31, 2021, Google owned greater than 10% of the Company’s common equivalent shares through its total investment of 18,633,305 shares in Series D preferred stock.
In March 2020, Google purchased $10.0 million of 2020 Convertible Notes (Note 7). Upon issuance of the 2020 Convertible Note to Google, the Company also issued warrants to Google for the purchase of 139,126 shares of Series D preferred stock. As of October 31, 2021 and January 31, 2021, the outstanding principal and accrued interest associated with the 2020 Convertible Notes held by Google was $11.0 million and $10.5 million, included in Convertible notes, current and
non-current,
on the Company’s unaudited condensed consolidated balance sheet.
In 2017, the Company and Google entered into a five year content license agreement under which Google licensed content covering Google’s specified areas of interest. The contract automatically renews for one additional year if the parties fail to fulfill their respective obligations at the end of year 5. As of October 31, 2021 and January 31, 2021, the deferred revenue balance associated with the content license agreement was $15.2 million and $20.8 million, respectively. For the nine months ended October 31, 2021 and 2020, the Company recognized revenue of $5.6 million and $9.5 million, respectively, related to the content license agreement.
In addition, the Company purchases hosting and other services from Google, of which $17.0 million and $10.3 million is deferred as of October 31, 2021 and January 31, 2021, respectively. The Company recorded hosting expense of $13.7 million and $9.5 million during the nine months ended October 31, 2021 and 2020, respectively. As of October 31, 2021, the Company’s accounts payable and accrued liabilities balance related to hosting and other services provided by Google was $1.9 million. As of January 31, 2021, no amounts were due for such services. On June 28, 2021, the Company amended the terms of its hosting agreement with Google. The amendment, among other things, increases the aggregate purchase commitments to $193.0 million. The amended agreement commenced on August 1, 2021 and extends through January 31, 2028. See Note 6 for future Google hosting purchase commitments, including the amended commitments as of October 31, 2021.
 
11.
Related Party Transactions
As of January 31, 2021, Google owned greater than 10% of the Company’s common equivalent shares through its total investment of 18,633,305 shares in Series D preferred stock.
In March 2020, Google purchased $10.0 million of 2020 Convertible Notes (Note 8). Upon issuance of the 2020 Convertible Note to Google, the Company also issued warrants to Google for the purchase of 139,126 shares of Series D preferred stock. As of January 31, 2021, the outstanding principal and accrued interest associated with the 2020 Convertible Notes held by Google was $10.5 million, included in Convertible notes, non-current, on the Company’s consolidated balance sheet.
In 2017, the Company and Google entered into a 5 year content license agreement under which Google licensed content covering Google’s specified areas of interest. The contract automatically renews for one additional year if the parties fail to fulfill their respective obligations at the end of year 5. As of January 31, 2021 and 2020, the deferred revenue balance associated with the content license agreement was $20.8 million and $32.3 million, respectively. For the years ended January 31, 2021 and 2020, the Company recognized revenue of $11.5 million and $8.1 million, respectively, related to the content license agreement.
In addition, the Company purchases hosting and other services from Google, of which $10.3 million is deferred as of January 31, 2021. The Company recorded hosting expense of $13.1 million and $10.9 million during the years ended January 31, 2021 and 2020, respectively. As of January 31, 2020, the Company’s accounts payable and accrued liabilities balance included $1.0 million related to hosting and other services provided by Google. As of January 31, 2021, no amounts were due for such services. See Note 7 for future Google hosting purchase commitments as of January 31, 2021. On June 28, 2021, the Company amended the terms of its hosting and service arrangement with Google, see Note 16.
v3.21.4
Income Taxes
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Income Taxes
12.
Income Taxes
The Company recorded income tax expense of $0.8 million and $0.6 million for the nine months ended October 31, 2021 and 2020, respectively. For the nine months ended October 31, 2021 and 2020, the income tax expense was primarily driven by the current tax on foreign earnings. The effective tax rates for the nine months ended October 31, 2021 and 2020 differed from the federal statutory tax rate primarily due to the valuation allowance on the majority of its U.S. and foreign deferred tax assets and foreign rate differences.
The Company evaluates its tax positions on a quarterly basis and revises its estimates accordingly. Gross unrecognized tax benefits were $5.4 million and $4.7 million as of October 31, 2021 and January 31, 2021, respectively. The gross unrecognized tax benefits, if recognized, would not affect the effective tax rate due to the valuation allowance against the deferred tax assets. The Company determined that no accrual for interest and penalties was required as of October 31, 2021 and January 31, 2021 and no such expenses were incurred in the periods presented.
The Company does not anticipate the total amounts of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
The Company files U.S. federal, various state and foreign income tax returns. The Company is not currently under audit by any taxing authorities. All tax years remain open to examination by taxing jurisdictions to which the Company is subject.
 
13.
Income Taxes
The components of the loss before income taxes are as follows:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
Domestic
    $ (127,599 )     $ (123,760 ) 
Foreign
      1,569      176
  
 
 
     
 
 
  
Total loss before income taxes
    $ (126,030 )     $ (123,584 ) 
  
 
 
     
 
 
  
 
 
The provision for (benefit from) income taxes consists of the following (in thousands):
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
     
2020
  
Current
      
Federal
    $ —        $ —    
State
      23      29
Foreign
      1,095      500
  
 
 
     
 
 
  
Total current tax provision
      1,118      529
  
 
 
     
 
 
  
Deferred
      
Federal
      60      —    
State
      30      —    
  
 
 
     
 
 
  
Foreign
      (135 )       (399 ) 
  
 
 
     
 
 
  
Total deferred tax benefit
      (45 )       (399 ) 
  
 
 
     
 
 
  
Income tax provision
    $ 1,073    $ 130
  
 
 
     
 
 
  
A reconciliation between the U.S. federal statutory income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows:
 
    
Year Ended
January 31,
  
    
2021
    
2020
  
Provision computed at federal statutory rate
      21.0 %      21.0  % 
States taxes, net of federal benefit
      2.4       2.4  
Foreign rate differential
      (0.8 )      (1.0 ) 
Revaluation gain/loss
      (5.0 )      0.1  
Tax credits
      2.3       2.0  
Change in valuation allowance
      (21.3 )      (23.9 ) 
Other
      0.5       (0.7 ) 
  
 
 
    
 
 
  
Effective tax rate
      (0.9 )%      (0.1 )% 
  
 
 
    
 
 
  
 
 
The components of the Company’s deferred tax assets and liabilities are as follows:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred tax assets
      
Net operating loss carryforwards
    $ 92,570    $ 78,452
Tax Credit carryforwards
      17,679      14,772
Stock-based compensation
      4,013      3,033
Deferred revenue
      5,239      10,356
Excess interest expense
      6,799      4,253
Other
      4,826      4,040
  
 
 
     
 
 
  
Total deferred tax assets
      131,126      114,906
Valuation allowance
      (126,270 )       (102,758 ) 
  
 
 
     
 
 
  
Total deferred tax assets
      4,856      12,148
Deferred tax liabilities
      
Property and equipment
      —          (6,816 ) 
Intangible assets
      (4,432 )       (4,953 ) 
  
 
 
     
 
 
  
Total deferred tax liabilities
      (4,432 )       (11,769 ) 
  
 
 
     
 
 
  
Net deferred tax assets
    $ 424    $ 379
  
 
 
     
 
 
  
The Company had deferred tax assets of $131.1 million and $114.9 million before valuation allowances as of January 31, 2021 and 2020, respectively. The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company evaluates all available positive and negative evidence such as past operating results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Management believes that it is more likely than not that the majority of U.S. and foreign deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets in these jurisdictions.
The net change in the total valuation allowance is as follows:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
Valuation allowance, beginning of year
    $ 102,758    $ 73,155
Change in valuation allowance
      23,512      29,603
  
 
 
     
 
 
  
Valuation allowance, end of year
    $ 126,270    $ 102,758
  
 
 
     
 
 
  
The Company considers the undistributed earnings of its foreign subsidiaries permanently reinvested in foreign operations and has not provided for U.S. income taxes on such earnings. As of January 31, 2021, the Company’s unremitted earnings from its foreign subsidiaries were $1.4 million and the corresponding unrecognized deferred U.S. income tax liability is not material.
As of January 31, 2021, the Company had approximately $384.8 million of federal, $163.2 million of state and $1.3 million of foreign net operating loss (“
NOL
”) carryforwards available to offset future taxable income, which will expire in varying amounts beginning in 2022. An insignificant amount of NOL and credits carryforwards may be subject to annual limitations under Internal Revenue Code Section 382.
 
 
As of January 31, 2021, the Company had approximately $13.7 million of federal and $9.8 million of California research and development credit carryforwards available to reduce future taxable liability. The federal credit carryforwards will expire beginning in 2032 and California credits can be carried forward indefinitely.
The Company’s unrecognized tax benefits are as follows:
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
     
2020
  
Beginning of year
    $ 3,918    $ 3,234
Additions based on tax positions related to the current year
      796      684
  
 
 
     
 
 
  
End of year
    $ 4,714    $ 3,918
  
 
 
     
 
 
  
As of January 31, 2021, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company determined that no accrual for interest and penalties was required as of January 31, 2021 and 2020 and no such expenses were incurred in the years presented.
The Company does not anticipate the total amounts of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
The Company files U.S. federal, various state and foreign income tax returns. The Company is not currently under audit by any taxing authorities. All tax years remain open to examination by taxing jurisdictions to which the Company is subject.
 
v3.21.4
Net Loss Per Share Attributable to Common Stockholders
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Net Loss Per Share Attributable to Common Stockholders
 
13.
Net Loss Per Share Attributable to Common Stockholders
The Company computes earnings (loss) per share of the Class A common stock and Class B common stock using the
two-class
method required for participating securities. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):
 
    
Nine Months Ended October 31,
  
    
2021
     
2020
  
Numerator:
                  
Net loss attributable to common stockholders
    $ (91,159 )     $ (89,605 ) 
Denominator:
                  
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders
      30,264,402        28,640,817  
     
Basic and diluted net loss per share attributable to common stockholders
    $ (3.01 )     $ (3.13 ) 
Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.
The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:
 
    
Nine Months Ended October 31,
  
    
2021
     
2020
  
Convertible Preferred Stock
      85,682,990        85,682,990  
Warrants to purchase Series B Convertible Preferred Stock
      497,010        497,010  
Warrants to purchase Series D Convertible Preferred Stock
      1,476,468        1,476,468  
Convertible notes
      5,285,711        4,680,515  
Common stock options
      29,061,900        23,894,808  
Restricted Stock Units
      3,485,003        1,085,610  
Early exercised common stock options, subject to future vesting
      1,140,000        —    
    
 
 
     
 
 
  
       126,629,082        117,317,401  
    
 
 
     
 
 
  
14.
Net Loss Per Share Attributable to Common Stockholders
The Company computes earnings (loss) per share of the Class A common stock and Class B common stock using the two-class method required for participating securities. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):​​​​​​​
 
    
Year Ended January 31,
  
    
2021
    
2020
  
Numerator:
     
Net loss attributable to common stockholders
    $ (127,103 )    $ (123,714 ) 
Denominator:
     
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders
      28,863,607     27,981,802
Basic and diluted net loss per share attributable to common stockholders
    $ (4.40 )    $ (4.42 ) 
Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.
 
 
The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:
 
    
Year Ended January 31,
  
    
2021
     
2020
  
Convertible Preferred Stock
      85,682,990      85,682,990
Warrants to purchase Series B Convertible Preferred Stock
      497,010      497,010
Warrants to purchase Series D Convertible Preferred Stock
      1,476,468      486,940
Convertible notes
      4,742,818      599,548
Common stock options
      25,620,937        20,093,732
Restricted Stock Units
      1,085,610      940,930
  
 
 
     
 
 
  
     119,105,833      108,301,150
  
 
 
     
 
 
  
 
v3.21.4
Commitments and Contingencies
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Commitments and Contingencies
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $6.0 million in the aggregate (or $6.9 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or $10.5 million in the aggregate (or approximately $12.1 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic
on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on March 9, 2021.
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Planet Labs Inc [Member]        
Commitments and Contingencies  
6.
Commitments and Contingencies
Leases
The Company leases office space under various noncancelable operating leases with varying lease expiration dates through 2024. Certain leases contain renewal options for the Company to extend the lease term and escalation clauses. There have been no material changes to the Company’s future lease commitments as of October 31, 2021.
Rent expense for the nine months ended October 31, 2021 and 2020, net of sublease income of $0.2 million and $0.7 million, was $2.3 million and $2.2 million, respectively. Rent expense is recognized on a straight-line basis over the
non-cancelable
lease term.
Launch and Ground Station
The Company has purchase commitments for future satellite launch services and ground station services, including leases, to be performed by third- parties subsequent to October 31, 2021. Future purchase commitments under noncancelable launch service and ground station service contracts as of October 31, 2021 as follows:
 
(in thousands)
    Launch      Ground Station  
Remainder of 2022
    $ 1,025    $ 669
2023
      800      2,422  
2024
      1,200      1,001  
2025
      —          693  
2026
      —          402  
Thereafter
      —          76  
  
 
 
     
 
 
  
Total purchase commitments
    $ 3,025    $ 5,263
  
 
 
     
 
 
  
Other
The Company has minimum purchase commitments for hosting services from Google through January 31, 2028. Future minimum purchase commitments under the noncancelable hosting service agreement as of October 31, 2021 are as follows:
 
(in thousands)
       
Remainder of 2022
    $ 6,102
2023
      25,378
2024
      28,050
2025
      30,120
2026
      31,190
Thereafter
      66,152
  
 
 
  
Total purchase commitments
    $ 186,992
  
 
 
  
Contingencies
The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims, individually or in the aggregate, that are expected to have a material adverse impact on its unaudited condensed consolidated financial statements as of each reporting period. From time to time however, the Company may have certain contingent liabilities that arise in the ordinary course of business activities including events arising from revenue contracts entered into by the Company. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.
 
7.
Commitments and Contingencies
Leases
The Company leases office space under various noncancelable operating leases with varying lease expiration dates through 2024. Certain leases contain renewal options for the Company to extend the lease term and escalation clauses.
Rent expense for the years ended January 31, 2021 and 2020, net of sublease income of $1.3 million in each year, was $3.0 million and $3.8 million, respectively. Rent expense is recognized on a straight-line basis over the
non-cancelable
lease term.
Future minimum lease payments under noncancelable office leases as of January 31, 2021 are as follows:
 
(in thousands)
       
2022
    $ 4,867
2023
      4,778
2024
      1,598
2025
      —    
2026
      —    
Thereafter
      —    
  
 
 
  
Total minimum lease payments
    $ 11,243
  
 
 
  
Launch and Ground Station Services
The Company has purchase commitments for future satellite launch services and ground station services, including leases, to be performed by third- parties subsequent to January 31, 2021. Future purchase commitments under noncancelable launch service and ground station service contracts as of January 31, 2021 are as follows:
 
(in thousands)
   
Launch
     
Ground
Station
  
2022
    $ 1,025    $ 1,994
2023
      —          1,773
2024
      —          579
2025
      —          416
2026
      —          226
Thereafter
      —          60
  
 
 
     
 
 
  
Total purchase commitments
    $ 1,025    $ 5,048
  
 
 
     
 
 
  
Other
The Company has minimum purchase commitments for hosting services from Google through February 19, 2027. Future minimum purchase commitments under the noncancelable hosting service agreement as of January 31, 2021 is as follows:
 
(in thousands)
       
2022
    $ 4,400
2023
      16,300  
2024
      19,000  
2025
      20,700  
2026
      22,500  
Thereafter
      25,600  
  
 
 
  
Total purchase commitments
    $ 108,500
  
 
 
  
Contingencies
The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims, individually or in the aggregate, that are expected to have a material adverse impact on its consolidated financial statements as of each reporting period. From time to time however, the Company may have certain contingent liabilities that arise in the ordinary course of business activities including events arising from revenue contracts entered into by the Company. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to
its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.
To date, we have not incurred any material costs, and have not accrued any liabilities in the consolidated financial statements as a result of these provisions.
v3.21.4
Debt, Convertible Notes, and Warrants
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc.    
Debt, Convertible Notes, and Warrants
7.
Debt, Convertible Notes, and Warrants
Venture Loan Amendment
On June 21, 2019, the Company amended its 2017 loan Agreements with the Venture Lending & Leasing, Inc. (“Venture”), an affiliate of Western Technology Investment (the “Amendment”). Under the Amendment, the 2017 loans were bifurcated into two tranches: Tranche A, in an amount of $49.0 million, representing the
remaining principal amount of the 2017 loans; and Tranche B, in an amount of $8.6 million, representing the 2017 loans prepayment penalty. Tranche A was paid in full upon the execution of the Amendment. Tranche B, consisting of two separate subordinated contract liability instruments of $4.3 million each (“Tranche B”), remained outstanding. The Tranche B loans bear no interest, have no maturity date or prepayment schedule, and are subordinate to SVB & Hercules Loan (defined below) for any enforcement of a security interest or lien. At the option of the lenders, the Tranche B loans can be converted into Series D convertible preferred stock at any time. In addition, the Tranche B loans include conversion features conditioned on future rounds of preferred equity financing, and bridge financing. The Company cannot prepay the Tranche B loans. The Tranche B loans shall become due and payable in full upon an Acceleration Event (as defined in the Tranche B loans), which includes an event of default, a change in control, an initial public offering and liquidity event. The Tranche B loans also include optional prepayment and conversion features contingent upon additional debt issuance by the Company. The Company elected to apply the fair value option to the outstanding Tranche B loans. As such, the Tranche B loans are recognized at fair value with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss.
In July 2021, the Company amended certain terms of its Venture Tranche B loans and certain terms of the warrants issued to Venture to provide for, among other things, (i) an amendment to the definition of an initial public offering to include the acquisition of the Company by a SPAC, (ii) immediately prior to the consummation of an initial public offering, the automatic conversion of the outstanding principal under the notes into bridge financing securities and (iii) immediately prior to the consummation of an initial public offering, the automatic exchange of the warrants for shares of the Company securities. The form of bridge financing securities to be issued are substantially in the same form as the Company’s amended 2020 Convertible Notes and would result in such bridge financing securities being converted into shares of common stock immediately prior to the Business Combination at a conversion price equal to the lesser of (i) the Capped Price immediately prior to the closing of the Business Combination or (ii) 80% of the value of consideration payable for each share of Class A common stock provided for in the Business Combination.
The amended terms of the Venture Tranche B loans were not considered substantially different than the original terms of such loans. As such, the Tranche B loans continue to be recognized at fair value pursuant to the fair value option. The Tranche B loans are classified as a current liability and measured at fair value (see Note 4) at each reporting date. The fair value at October 31, 2021 reflects changes in fair value as a result of the July 2021 amendment.
Immediately prior to the Closing of the Business Combination, the Venture Tranche B loans converted into shares of the Company’s Class A Common Stock, see Note 1.
SVB & Hercules Loan
The Company has a Credit Agreement with SVB and Hercules for a $50 million secured loan with an interest rate of 11.0% per annum (the prime rate plus 5.5%, minimum of 11.0%). The loan matures in June 2022. With the proceeds, the Company paid back $49.0 million of senior secured debt (the 2017 loans above). In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase of 685,320 shares of the Company’s Class A common stock with an exercise price of $0.00002 per share with an expiration date of June 2029. Under the terms of the agreement, the Company is required to make interest-only payments until the maturity date of June 21, 2022. This maturity date is subject to a springing maturity condition, whereby, if 91 days prior to the June 21, 2022 maturity date of the 2020 Convertible Notes, the outstanding 2020 Convertible Note have not been converted into equity securities, the SVB & Hercules Loan will become due and payable, including interest and fees. Due to this springing maturity provision, the SVB & Hercules Loan is classified as a current liability as of October 31, 2021.
 
On June 5, 2020, the Company obtained an additional $15 million secured loan from SVB and Hercules. The loan bears an interest rate of 11.0% per annum and matures on June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes have not been converted into equity securities. With the proceeds, the Company paid back $2.6 million, or 30% of the face value of Venture Tranche B. In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase 250,780 shares of Class A common stock of the Company with an expiration date of June 2030.
Upon the Closing of the Business Combination, the outstanding principal, accrued interest and repayment fees of $67.1 million of the Credit Agreement with SVB and Hercules was repaid, see Note 1.
2020 Convertible Notes
During the year ended January 31, 2021, a Convertible Note and Warrant Purchase Agreement with certain investors, pursuant to which it sold warrants to purchase shares of Series D convertible preferred stock of the Company and unsecured convertible promissory notes (the “2020 Convertible Notes”). The 2020 Convertible Notes bear interest at a rate of 6.0% per annum, that compounds quarterly and matures on June 22, 2022. The principal amount of 2020 Convertible Notes issued is $71.1 million in aggregate. The Company issued warrants for the purchase of Series D convertible preferred stock, equal to 20% of the original principal amount of the notes, with an exercise price of $14.37544. The warrants expire on the tenth anniversary of the date of issuance. The number of shares of Series D convertible preferred stock issuable under the warrants is 989,528 in aggregate.
The 2020 Convertible Notes contain automatic conversion features in the event of the closing of the Company’s next sale of preferred stock occurring on or prior to the 2020 Convertible Notes’ maturity date resulting in gross proceeds in excess of at least $75.0 million (the “Next Equity Financing”). Upon closing of a Next Equity Financing, all outstanding principal and accrued interest under the 2020 Convertible Notes will automatically convert at a conversion price equal to the lesser of (i) 80% of the per share price received from investors in the Next Equity Financing and (ii) $2.5 billion divided by the Company’s capitalization (the “Capped Price”), immediately prior to the closing of the Next Equity Financing.
The 2020 Convertible Notes also contain an optional conversion feature upon an equity financing by the Company which does not constitute a Next Equity Financing (a
“Non-Qualified
Financing Conversion”). In the event of a
Non-Qualified
Financing Conversion, the 2020 Convertible Notes will be convertible at the option of the holder, into a series of capital stock issued in the
Non-Qualified
Financing at a conversion price equal to the lesser of (i) 80% of the per share price received from investors in the
Non-Qualified
Financing and (ii) the Capped Price.
In the event of a Change of Control, as defined in the 2020 Convertible Note agreement, prior to repayment in full and prior to the Next Equity Financing, at the option of the holder, either (i) the Company shall pay 200% of the then outstanding principal accrued interest, or (ii) shall convert into common stock of the Company at a conversion price equal to the Capped Price immediately prior to the closing of the Change of Control.
The Company elected to apply the fair value option to the outstanding 2020 Convertible Notes. As such, the 2020 Convertible Notes are recognized at fair value with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss.
In July 2021, the Company amended certain terms of its 2020 Convertible Notes to provide for, among other things, the automatic conversion of the outstanding principal and accrued interest under the notes into shares of
common stock immediately prior to the Business Combination. The conversion price in such event is equal to the lesser of (i) the Capped Price immediately prior to the closing of the Business Combination or (ii) 80% of the value of consideration payable for each share of Class A common stock provided for in the Business Combination transaction.
The amended terms of the 2020 Convertible Notes were not considered substantially different than the original terms of such notes. As such, the 2020 Convertible Notes continue to be recognized at fair value pursuant to the fair value option. The 2020 Convertible Notes are classified as a current liability and measured at fair value (Note 4) at each reporting date. The fair value at October 31, 2021 reflects changes in fair value as a result of the July 2021 amendment.
Immediately prior to the Closing of the Business Combination, the 2020 Convertible Notes converted into shares of the Company’s Class A Common Stock, see Note 1.
As of October 31, 2021, the Company is in compliance with the covenants associated with each of the Company’s debt and credit facilities.
A summary of the Company’s debt balance and outstanding convertible notes as of October 31, 2021 is as follows:
 
    
Net Carrying Value
               
    
Current
     
Long-term
     
Principal
Balance
     
Contractual
Interest Rate
    
Maturity Date
  
(in thousands, except percentages)
              
Venture Tranche B
    $ 7,841    $ —        $ 6,035      — %      n/a  
2020 Convertible Notes
      102,112      —          71,125      6.0 %      June 22, 2022  
SVB & Hercules Loan
      64,972        —          66,950      11.0 %      June 21, 2022  
The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts:
 
    
Nine Months Ended October 31,
  
(in thousands)
   
      2021      
     
      2020      
  
Contractual interest coupon
    $ 5,422    $ 4,869
Amortization of debt issuance costs
      679        583  
Amortization of debt discounts
      1,649        1,383  
Debt extinguishment gain
      —          (673 ) 
  
 
 
     
 
 
  
Total interest expense and extinguishment loss
    $ 7,750    $ 6,162
  
 
 
     
 
 
  
 
As of October 31, 2021, future payments related to loan principal amounts due per fiscal year are as follows:
 
(in thousands)
       
Remainder of 2022:
   
2022
    $ —  
2023
      138,075  
2024
      —    
2025
      —    
2026
      —    
  
 
 
  
Total loan principal due
      138,075
Add: Venture Tranche B, principal balance
      6,035
Add : Change in fair value of liabilities
      35,390
Less: Amount representing discount accretion and warrant issued
      (4,575 ) 
  
 
 
  
Net carrying value of debt
    $ 174,925
  
 
 
  
A summary of warrants issued in connection with the Company’s debt and convertible note agreements and outstanding as of October 31, 2021 is as follows:
 
    
Number of
Warrants
Outstanding
     
Number of
Warrants
Exercisable
     
Weighted
Average
Exercise
Price
     
Weighted
Average
Remaining
Term (in
Years)
  
Warrants to purchase Class A Common Stock
      936,100      936,100    $ 0.004      7.90  
Warrants to purchase Series B Convertible Preferred Stock
      497,010      497,010      5.030        3.33  
Warrants to purchase Series D Convertible Preferred Stock
      1,476,468      1,476,468      14.375        7.77  
 
8.
Debt, Convertible Notes, and Warrants
Venture Loans
In November 2014, the Company entered into a secured term loan agreement with Venture Lending & Leasing, Inc. (“
Venture
”), an affiliate of Western Technology Investment, for a $25.0 million loan with an interest rate of 11.0% per annum (the prime rate plus 7.75%, minimum of 11.0%). The Company drew the full amount under the loan agreement, which was fully repaid in March 2019. Loan fees associated with entering into the agreement were not material.
In connection with the loan, the Company issued warrants to Venture for the purchase of up to 497,010 shares of Series B convertible preferred stock . The terms and conditions of the warrants are dependent upon future rounds of preferred financing for which the exercise price is either the price per share of the Company’s Series B convertible preferred stock issued (Note 10), or the price for preferred stock in subsequent fundraising rounds, at Venture’s option (the price payable is subject to adjustment for certain events such as the subdivision or combination of common stock, if dividends are declared by the Company, or if there is a change of control of the Company). The warrants may be exercised by Venture at any time until March 1, 2025, unless all other preferred stock issued by the Company has been converted into common stock, in which case the warrants automatically convert into common stock at a price not less than $14.3754 per share. Venture is also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation. The proceeds of the debt issuance were allocated first to the warrants based on their fair value with the residual proceeds being allocated to debt. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $0.6 million which is being amortized as interest expense over the term of the loan using the effective interest method.
In May 2017, the Company entered into two additional secured term loan agreements (“
2017 loans
”) with Venture for loan amounts of $25.0 million each. Each loan bore an interest rate of 11.0% per annum. The Company drew down $25.0 million ($12.5 million from each of the two 2017 loans) in May 2017 which matures in November 2021, with the remaining $25.0 million ($12.5 million from each of the two 2017 loans) which matures in August 2022 drawn down in February 2018. Loan fees associated with entering into the agreement were not material.
Under the terms of the 2017 loan agreements, the Company was required to make majority interest-only payments until May 2019 (with nominal amounts for principal repayments) for the first $25.0 million that was drawn down in May 2017 and majority interest-only payments until February 2020 (with nominal amounts for principal repayments) for the remaining $25.0 million that was drawn in February 2018.
 
 
Material repayment of the principal amount outstanding for the first $25.0 million drawn was to begin in June 2019, payable in thirty monthly installments; and repayment of the remaining $25.0 million drawn was to begin in March 2020, also payable in thirty monthly installments.
In connection with the 2017 loans, the Company issued warrants to Venture for the purchase of up to 243,470 and 243,470 shares of Series D convertible preferred stock for the loan amounts drawn in 2018 and 2017, respectively. The terms and conditions of the warrants are dependent upon future rounds of preferred equity financing for which the exercise price is either the price per share of the Company’s Series D convertible preferred stock issued (Note 10), or the price for preferred stock in subsequent fundraising rounds, at Venture’s option (the price payable is subject to adjustment for certain events such as the subdivision or combination of common stock, if dividends are declared by the Company, or if there is a change of control of the Company). The warrants may be exercised by Venture at any time until April 1, 2028, unless all other preferred stock issued by the Company has been converted into common stock, in which case the warrants automatically convert into common stock at a price not less than $14.3754 per share. Venture is also able to exercise the warrants on a cashless or “net issuance” basis in return for a reduced preferred stock allocation. The proceeds of debt issuance were allocated first to the warrants based on their fair value with the residual proceeds being allocated to debt. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $0.6 million and $0.6 million for the amounts drawn in 2018 and 2017, respectively (which is being amortized as interest expense over the terms of the 2017 loans using the effective interest method).
Borrowings under the loans from Venture were collateralized by certain assets of the Company, including its internally developed technology. The Venture loan agreements included customary events of default including failure to pay amounts due, breaches of covenants and warranties, certain judgments and judicial actions against the Company, material adverse effect events, cross default and insolvency. If an event of default occurs, Venture could require immediate repayment of all amounts due.
In June 2019, the Company paid the remaining $49.0 million of outstanding balance of the 2017 loans from Venture in cash. In connection with the repayment, the Company issued subordinated debt to Venture (“
Tranche B
”, see below) representing a prepayment penalty, with a nominal value and a fair value of the debt upon issuance of $8.6 million and $11.0 million, respectively. As a result, the Company recognized $11.5 million of debt extinguishment loss, representing the unamortized debt discount balance of $0.5 million, as well as the fair value of the subordinated debt of $11.0 million and the amount was included in the Company’s Consolidated Statement of Operations and Comprehensive Loss for the year ended January 31, 2020.
Venture Loan Amendment
On June 21, 2019, the Company amended the 2017 loan Agreements with the Venture (“
Amendment
”). Under the Amendment, the 2017 loans were bifurcated into two tranches: Tranche A, in an amount of $49.0 million, representing the remaining principal amount of the 2017 loans; and Tranche B, in an amount of $8.6 million, representing the 2017 loans prepayment penalty. Tranche A was paid in full upon the execution of the Amendment. Tranche B, consisting of two separate subordinated contract liability instruments of $4.3 million each (“
Tranche B
”), remained outstanding. The Tranche B loans bear no interest, have no maturity date or prepayment schedule, and are subordinate to SVB & Hercules Loan (defined below) for any enforcement of a security interest or lien. At the option of the lenders, the Tranche B loans can be converted into Series D convertible preferred stock at any time. In addition, the Tranche B loans include conversion features conditioned on future rounds of preferred equity financing, and bridge financing. The Company cannot prepay the Tranche B loans. The Tranche B loans shall become due and
 
 
payable in full upon an Acceleration Event (as defined in the Tranche B loans), which includes an event of default, a change in control, an initial public offering and liquidity event. The Tranche B loans also include optional prepayment and conversion features contingent upon additional debt issuance by the Company. The Company elected to apply the fair value option to the outstanding Tranche B loans. The Tranche B loans are classified as a current liability and were measured at a fair value of $10.9 million at issuance (Note 4). Changes in fair value are subsequently recognized in the consolidated statements of operations and comprehensive loss.
During the year ended January 31, 2021, the Company repaid $2.6 million of the Venture Tranche B and recognized debt extinguishment gain of $0.7 million, which represents a difference between the par amount of the repaid principle of the Venture Tranche B and the respective fair value upon repayment.
SVB & Hercules Loan
On June 21, 2019, the Company entered into a Credit Agreement with SVB and Hercules for a $50 million secured loan with an interest rate of 11.0% per annum (the prime rate plus 5.5%, minimum of 11.0%). The loan matures in June 2022. With the proceeds, the Company paid back $49.0 million of senior secured debt (the 2017 loans above). In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase of 685,320 shares of the Company’s Class A common stock with an exercise price of $0.00002 per share with an expiration date of June 2029. Under the terms of the agreement, the Company is required to make interest-only payments until the maturity date of June 21, 2022. This maturity date is subject to a springing maturity condition, whereby, if 91 days prior to the June 21, 2022 maturity date of the 2020 Convertible Notes, the outstanding 2020 Convertible Notes have not been converted into equity securities, the SVB & Hercules Loan will become due and payable, including interest and fees.
The Company incurred $0.3 million of loan fees associated with its entry into the agreement and accrued $1.5 million of final loan fees payable upon maturity. The proceeds of debt issuance were allocated between debt and the warrants based on their relative fair value. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $4.2 million. The discount amount due to the warrant of $4.2 million along with the total loan fees of $1.8 million is being amortized as interest expense through maturity using the effective interest method.
On June 5, 2020, the Company obtained an additional $15 million secured loan from SVB and Hercules. The loan bears an interest rate of 11.0% per annum and matures on June 21, 2022, or 91 days prior to the maturity date of the 2020 Convertible Notes, described below, if the outstanding 2020 Convertible Notes have not been converted into equity securities. With the proceeds, the Company paid back $2.6 million, or 30% of the face value of Venture Tranche B. In connection with the loan, the Company issued warrants to the lenders and their affiliates for the purchase 250,780 shares of Class A common stock of the Company with an expiration date of June 2030.
The proceeds of debt issuance were allocated between debt and the warrants based on their relative fair value. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $1.6 million. The discount amount due to the warrant of $1.6 million along with the total loan fees of $0.6 million is being amortized as interest expense through maturity using the effective interest method.
2020 Convertible Notes
During the year ended January 31, 2021, the Company entered into Stock Purchase Warrant Agreement and Convertible Promissory Note Agreements with certain investors, (the “
2020 Convertible Notes
”). The 2020 Convertible Notes bear interest at a rate of 6.0% per annum, that compounds quarterly and matures on
 
 
June 22, 2022. The principal amount of 2020 Convertible Notes issued is $71.1 million in aggregate. The Company issued warrants for the purchase of Series D convertible preferred stock, equal to 20% of the original principal amount of the notes, with an exercise price of $14.37544. The warrants expire on the tenth anniversary of the date of issuance. The number of shares of Series D convertible preferred stock issuable under the warrants is 989,528 in aggregate.
The 2020 Convertible Notes contain automatic conversion features in the event of the closing of the Company’s next sale of preferred stock occurring on or prior to the 2020 Convertible Notes’ maturity date resulting in gross proceeds in excess of at least $75.0 million, (the “
Next Equity Financing
”). Upon closing of a Next Equity Financing, all outstanding principal and accrued interest under the 2020 Convertible Notes will automatically convert at a conversion price equal to the lesser of (i) 80% of the per share price received from investors in the Next Equity Financing and (ii) $2.5 billion divided by the Company’s capitalization (the “
Capped Price
”), immediately prior to the closing of the Next Equity Financing.
The 2020 Convertible Notes also contain an optional conversion feature upon an equity financing by the Company which does not constitute a Next Equity Financing (a “
Non-Qualified
Financing Conversion
”). In the event of a
Non-Qualified
Financing Conversion, the 2020 Convertible Notes will be convertible at the option of the holder, into a series of capital stock issued in the Non-Qualified Financing at a conversion price equal to the lesser of (i) 80% of the per share price received from investors in the
Non-Qualified
Financing and (ii) the Capped Price.
In the event of a Change of Control, as defined in the 2020 Convertible Note agreement, prior to repayment in full and prior to the Next Equity Financing, at the option of the holder, either (i) the Company shall pay 200% of the then outstanding principal accrued interest, or (ii) shall convert into common stock of the Company at a conversion price equal to the Capped Price immediately prior to the closing of the Change of Control.
The Company elected to apply the fair value option to the outstanding 2020 Convertible Notes. As such, the 2020 Convertible Notes are recognized at fair value with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss.
The Credit Agreement with SVB and Hercules requires the Company to deliver audited financial statements that do not contain an explanatory paragraph regarding “going concern”. The Company executed a letter with SVB and Hercules in which SVB and Hercules have agreed to waive any purported breach of the debt agreement with respect to the Company’s delivery of audited financial statements for the fiscal year ended January 31, 2021. As of January 31, 2021, the Company is in compliance with, or had received appropriate waivers for, the covenants associated with each of the Company’s debt and credit facilities.
A summary of the Company’s debt balance and outstanding convertible notes as of January 31, 2021 is as follows:
 
    
Net Carrying Value
               
    
Current
     
Long-term
     
Principal
Balance
     
Contractual
Interest Rate
    
Maturity Date
  
(in thousands, except percentages)                    
Venture Tranche B
    $ 8,244      —        $ 6,035      —         n/a  
2020 Convertible Notes
      —        $ 92,968    $ 71,125      6 %      6/22/2022  
SVB & Hercules Loan
      —        $ 62,644    $ 66,950      11 %      6/21/2022  
 
 
The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs,
the
amortization of debt discounts and loss (gain) on extinguishment of debt:
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
    
2020
  
Contractual interest coupon
    $ 6,697   $ 5,554
Amortization of debt issuance costs
      811     402
Amortization of debt discounts
      1,939     990
Debt extinguishment (gain) loss
      (673 )      11,529
  
 
 
    
 
 
  
Total interest expense and extinguishment (gain) loss
    $ 8,774   $ 18,475
  
 
 
    
 
 
  
Future payments related to loan principal amounts due per fiscal year are as follows:
 
(in thousands)
       
2022
    $ —  
2023
      138,075
2024
      —    
2025
      —    
2026
      —    
  
 
 
  
Total loan principal due
      138,075
Add: Venture Tranche B, principal balance
      6,035  
Add : Change in fair value of liabilities
      26,648
Less: Amount representing discount accretion and warrant issued
      (6,902 ) 
  
 
 
  
Net carrying value of debt
    $ 163,856
  
 
 
  
A summary of warrants issued in connection with the above transactions and outstanding as of January 31, 2021 is as follows:
 
   
Number of
Warrants
Outstanding
    
Number of
Warrants
Exercisable
    
Weighted
Average
Exercise
Price
    
Weighted
Average
Remaining
Term (in
Years)
  
Warrants to purchase Class A Common Stock
     936,100     936,100   $ 0.004     8.65  
Warrants to purchase Series B Convertible Preferred Stock
     497,010     497,010   $ 5.030     4.08  
Warrants to purchase Series D Convertible Preferred Stock
     1,476,468     1,476,468   $ 14.375     8.52  
 
v3.21.4
Stockholders' Equity
 1 Months Ended 9 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Equity [Abstract]    
Stockholders' Equity
Note 6—Stockholder’s Equity
Preferred Stock
—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from
time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock
—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.
Class
 B Common Stock
—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 16, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 8,625,000 shares of Class B common stock outstanding, an aggregate of up to 1,250,000 shares of Class B common stock are subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than
one-for-one
basis.
Warrants
—There are no warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “
Newly Issued Price
”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “
Market Value
”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
non-redeemable
so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
 
  •  
in whole and not in part;
 
  •  
at a price of $
0.01
per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout 
the
30-day
redemption period.
Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
 provided
 that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and
 
  •  
if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within
the 30-trading day
period ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
Note 8—Stockholders’ Equity
Preferred Stock
—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021, there were no shares of preferred stock issued or outstanding.
Class
 A Common Stock
—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 380,000,000 shares of Class A common stock, par value of $0.0001 per share, all of which are subject to possible redemption and classified in temporary equity (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.
Class
 B Common Stock
—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 16, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. Of the 8,625,000 shares of Class B common stock outstanding, an aggregate of up to 1,250,000 shares of Class B common stock were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares
of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than
one-for-one
basis.
v3.21.4
Derivative Warrant Liabilities
 9 Months Ended
Sep. 30, 2021
Derivate Warrant Liabilities [Abstract]  
Derivative Warrant Liabilities
Note 6 — Derivative Warrant Liabilities
As of September 30, 2021, the Company has
 
6,900,000
and
5,933,333
Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No
fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no ev
e
nt later than 15 business days after the clos
i
ng of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
non-redeemable
so long as they
are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
  •
in whole and not in part;
 
  •
at a price of $0.01 per warrant;
 
  •
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •
if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the warrants as d
e
scribed above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the
30-day
redemption period.
Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00:
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •
in whole and not in part;
 
  •
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and
 
  •
if, and only if, the closing price of Class A common stock equals or exceeds $
10.00
per Public Share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
v3.21.4
Class A Common Stock Subject to Possible Redemption
 9 Months Ended
Sep. 30, 2021
Temporary Equity Disclosure [Abstract]  
Class A Common Stock Subject to Possible Redemption
Note 7—Class A Common Stock Subject to Possible Redemption
The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue
380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all of which are subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets.
The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:
 
Gross proceeds
  
$
345,000,000
 
Less:
  
      
Proceeds allocated to Public Warrants
  
 
(12,213,000
) 
Class A common stock issuance costs
  
 
(18,932,369
) 
Plus:
  
      
Accretion of carrying value to redemption value
  
 
31,145,369
 
 
  
 
 
 
Class A common stock subject to possible redemption
  
$
345,000,000
 
 
  
 
 
 
v3.21.4
Fair Value Measurements
 9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 9—Fair Value Measurements
The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model. For the three months ended September 30, 2021, the Company recognized a
non-operating
loss in the accompanying unaudited condensed consolidated statements of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $2.7 million. For the nine months ended September 30, 2021, the Company recognized a
non-operating
gain in the accompanying unaudited condensed consolidated statements of operations resulting from a decrease in the fair value of derivative warrant liabilities of approximately $0.7 million.
The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy:
Description
  
Quoted Prices in Active
Markets
(Level 1)
 
  
Significant Other
Observable Inputs
(Level 2)
 
  
Significant Other
Unobservable Inputs
(Level 3)
 
Assets:
                           
Investments held in Trust Account—U.S. Treasury Securities (1)
    $  345,097,744      $  —        $ —    
Liabilities:
                           
Derivative warrant liabilities
    $ 13,110,000      $ —        $  21,360,000  
 
(1)
Excludes $914
 
of cash balance held within the Trust Account
Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded. As of September 30, 2021, the Public Warrants were publicly traded
at $1.90 per warrant.
 
The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 f
a
ir value measurements inputs as their measurement dates:
 
 
  
As of September 30, 2021
 
Exercise price
    $ 11.50  
Stock price
    $ 9.91  
Volatility
      26.6% 
-
 45.2		 % 
Term
      5.17  
Risk-free rate
      1.0 % 
Dividend yield
      0.0 % 
The change in the fair value of the derivative warrant liabilities at level 3 for the nine months ended September 30, 2021 is summarized as follows:
 
Level 3—Derivative warrant liabilities at January 1, 2021
    $ —    
Issuance of Public and Private Warrants
      35,175,000  
Change in fair value of derivative warrant liabilities
      (495,335 ) 
    
 
 
  
Level 3—Derivative warrant liabilities at March 31, 2021
    $ 34,679,665  
Transfer to Level 1
      (12,489,000 ) 
Change in fair value of derivative warrant liabilities
      (237,333 ) 
    
 
 
  
Level 3—Derivative warrant liabilities at June 30, 2021
    $ 21,953,332  
Change in fair value of derivative warrant liabilitie
s
 
 
(593,332
)
Level 3—Derivative warrant liabilities at September 30, 2021
 
$
21,360,000
 
    
 
 
  
v3.21.4
Common Stock
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Common Stock
8.
Common Stock
Common stockholders are entitled to dividends when and if declared by the Board of Directors, subject to the prior rights of the convertible preferred stockholders. As of October 31, 2021, no dividends have been declared. The holders of the Class A Common Stock and the holders of the Class B Common Stock at all times vote together as one class on all matters. Each holder of shares of Class B Common Stock, which are held by the Company’s founders, is entitled to 10 votes for each share of Class B Common Stock, and each holder of shares of Class A Common Stock is entitled to 1 vote for each share of Class A Common Stock.
 
9.
Common Stock
Common stockholders are entitled to dividends when and if declared by the Board of Directors, subject to the prior rights of the convertible preferred stockholders. As of January 31, 2021, no dividends have been declared. The holders of the Class A Common Stock and the holders of the Class B Common Stock at all times vote together as one class on all matters. Each holder of shares of Class B Common Stock, which are held by the Company’s founders, is entitled to 10 votes for each share of Class B Common Stock, and each holder of shares of Class A Common Stock is entitled to 1 vote for each share of Class A Common Stock.
On August 12, 2019, the Company effected a five-for-one stock split of its common stock and convertible preferred stock. All share and related per share information has been retroactively adjusted to reflect the stock split in these consolidated financial statements.
v3.21.4
Preferred Stock
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Preferred Stock Outstanding [Line Items]    
Preferred Stock
9.
Preferred Stock
The Company has authorized 105,000,000 shares of preferred stock at October 31, 2021 and January 31, 2021.
Convertible preferred stock (“preferred stock”) outstanding at October 31, 2021 and January 31, 2021, consists of the following (in thousands except for shares and per share amounts):
 
Series
   
Shares
Authorized
     
Shares
Issued and
Outstanding
     
Per Share
Liquidation
Preference
     
Aggregate
Liquidation
Preference
     
Proceeds Net
of Issuance
Costs
  
A
      30,000,000      26,072,555    $ 0.79    $ 20,522    $ 13,218
B
      15,000,000      10,314,505    $ 5.03      51,883      51,792
C
      14,436,335      13,756,905    $ 9.20      126,549      126,232
C prime
      5,563,665      4,024,175    $ 11.04      44,422      44,422
D
      40,000,000      31,514,850    $ 14.38      453,039      178,384
  
 
 
     
 
 
        
 
 
     
 
 
  
     105,000,000      85,682,990       $ 696,415    $ 414,048
  
 
 
     
 
 
        
 
 
     
 
 
  
10.
Preferred Stock
The Company has authorized 105,000,000 shares of preferred stock at January 31, 2021 and 2020.
Convertible preferred stock (“
preferred stock
”) outstanding at January 31, 2021 and 2020, consists of the following (in thousands, except for shares and per share amounts):
 
Series
   
Shares

Authorized
     
Shares

Issued and

Outstanding
     
Per Share

Liquidation

Preference
     
Aggregate

Liquidation

Preference
     
Proceeds Net

of Issuance

Costs
  
A
      30,000,000      26,072,555    $ 0.7871    $ 20,522    $ 13,218
B
      15,000,000      10,314,505      5.0301      51,883      51,792
C
      14,436,335      13,756,905      9.1989      126,549      126,232
C prime
      5,563,665      4,024,175      11.0387      44,422      44,422
D
      40,000,000      31,514,850      14.3754      453,039      178,384
  
 
 
     
 
 
        
 
 
     
 
 
  
     105,000,000      85,682,990       $ 696,415    $ 414,048
  
 
 
     
 
 
        
 
 
     
 
 
  
The rights, preferences, and privileges of the preferred stock are as follows:
Voting
The holders of preferred stock are entitled to vote on all matters on which common stockholders are entitled to vote. Holders of preferred stock and common stock vote together as a single class, not as separate classes. Each holder of preferred stock is entitled to the number of votes equal to the number of common stock shares into which the shares held by such holder are convertible.
Dividends
The holders of shares of Series A, B, C, C prime and D preferred stock are entitled to receive dividends at the rates of $0.062970, $0.402405, $0.735914, $0.883096 and $1.150035 per annum for each share of preferred stock, respectively. Such dividends are payable when and if declared by the Board of Directors, and are noncumulative.
The holders of Series D preferred stock shall be entitled to receive dividends prior to and in preference to any payment of any dividend on Series C prime and C preferred stock, Series B preferred stock, Series A preferred stock and on common stock.
The holders of Series C prime and C preferred stock shall be entitled to receive dividends prior to and in preference to any payment of any dividend on Series B preferred stock, Series A preferred stock and
common stock. Series B preferred stock shall be entitled to receive dividends prior to and in preference to any payment of any dividend on Series A preferred stock and common stock. Series A preferred stock shall be entitled to receive dividends prior to and in preference to any payment of any dividend on common stock.
After payment of dividends to the holders of the Series A and B preferred stock, any additional dividends shall be distributed among the holders of common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all preferred stock into common stock). No dividends have been declared by the Board of Directors from inception through January 31, 2021.
Conversion
Each share of preferred stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing the applicable original issue price by the conversion price applicable to such share in effect on the date the certificate is surrendered for conversion. The conversion price per share for the shares of Series A, B, C, C prime and D preferred stock shall initially be $0.7871, $5.0301, $9.1989, $11.0387 and $14.3754 per share. Each such conversion price may be subject to adjustment.
Each share of preferred stock shall automatically be converted into shares of Class A Common Stock at the then effective conversion price applicable for such share immediately prior to the closing of the sale of the Company’s Common Stock to the public in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended (the “
Securities Act
”), other than a registration relating solely to a transaction under Rule 145 under the Securities Act (or any successor thereto) or to an employee benefit plan of the Company, at a price per share to the public of not less than $14.3754 (as adjusted for any stock dividends, stock splits, stock combinations, recapitalizations, or similar events with respect to such shares) that results in gross offering proceeds (before deduction of the underwriters’ discounts and expenses) to the Company of not less than $150 million whereby the Common Stock is listed on the New York Stock Exchange, Nasdaq Stock Market, or American Stock Exchange (or any successor exchanges thereto).
Redemption
The shares of preferred stock are not redeemable at the option of the holders.
Specifically, certain holders of preferred stock are entitled to elect (subject to specified ownership conditions outlined in the Company’s articles of incorporation) in aggregate four directors (the “
Preferred Directors
”). The holders of the majority of the voting power of the Company’s Common Stock are entitled to elect four directors (the “
Common Directors
”) and of those Common Directors, the Company’s founders are entitled to appoint two in the aggregate (the “
Founder Common Directors
”). A majority of Common Directors and a majority of the Preferred Directors are entitled to elect the remaining director (the “
Independent Remaining Director
”).
As described above, each holder of shares of Class B Common Stock, which are held by the Company’s founders, is entitled to 10 votes for each share of Class B Common Stock. The holders of Class A Common Stock and Class B Common Stock vote together on all decisions to be made by the holders of Common Stock. The combined voting power of the Company’s founders provide the founders with the ability to appoint the two remaining Common Directors.
As of January 31, 2021, the Company’s Board of Directors is comprised of seven directors, including three Preferred Directors, three Common Directors (including the two Founder Common Directors) and one Independent Director. Every member of the Board of Directors is entitled to one vote on matters, however, the two Founder Common Directors are entitled to two votes. The Company’s founders control five out of nine votes and control the actions of the Company’s Board of Directors.
 
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of Series D, C prime and C preferred stock will receive, in preference to the holders of Series B, then to the holders of Series A, and last to the common stock holders an amount per share equal to the combined issuance costs of $14.3754, $11.0387 and $9.1989 per share, plus any accrued but unpaid dividends, respectively. After payment of the liquidation preference to the holders of Series D, C prime and C preferred stock, the holders of Series B preferred stock will receive, in preference to the holders of Series A preferred stock and holders of common stock, an amount per share equal to the original issue price of $5.0301 per share, plus any accrued but unpaid dividends. After payment of the liquidation preference to the holders of Series D, C prime, C and B preferred stock, the holders of Series A preferred stock will receive, in preference to the holders of common stock, an amount per share equal to the original issue price of $0.7871 per share, plus any accrued but unpaid dividends. After payment of the liquidation preference to holders of Series D, C prime, C, B and A preferred stock, the remaining assets of the Company are available for distribution on a pro rata basis to the holders of Series A common stock, on an as if converted basis. To the extent that holders of the Series D, C prime, C, B and A preferred stock have received an aggregate of $14.3754 , $11.0387, $9.1989 , $5.0301 and $0.7871 per share, respectively, plus any accrued but unpaid dividends, any remaining assets will be distributed solely to the holders of common stock.
v3.21.4
Defined Contribution Plan
 12 Months Ended
Jan. 31, 2021
Planet Labs Inc [Member]  
Defined Contribution Plan
15.
Defined Contribution Plan
The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering substantially all full-time U.S. employees. Participating employees may contribute a percentage of their qualifying annual compensation up to the annual Internal Revenue Service contribution limit. The 401(k) Plan was adopted in 2013. Since the inception of the plan, the Company has not matched employee contributions.
v3.21.4
Stock Incentive Plans
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Stock Incentive Plans [Line Items]    
Stock Incentive Plans
 
11.
Stock Incentive Plans
In December 2011, the Company adopted the 2011 Stock Incentive Plan (the “Plan”). The Plan provides for the granting of stock options and RSUs to employees, consultants, and advisors of the Company. Options granted
 
under the Plan may be either incentive stock options (“ISO”) or nonqualified stock options (“NSO”). ISOs may be granted only to Company employees including officers and directors who are also employees. NSOs may be granted to Company employees, consultants, and advisors. As of October 31, 2021, 36,274,025 shares of common stock are reserved for future issuance under the Plan.
Options under the Plan have a contractual life for periods of up to ten years (or five years if granted to a 10% stockholder). Options granted generally vest over four years.
A summary of stock option activity under the Plan is as follows:
 
    
Options Outstanding
  
    
Number of
Options
     
Weighted
Average
Exercise
Price
     
Weighted
Average
Remaining
Term (Years)
     
Aggregate
Intrinsic
Value
(in thousands)
  
Balances at January 31, 2021
      25,620,937      $ 4.88      7.21   
Exercised
      (2,749,340 )       9.02      
Granted
      7,957,396        13.92      
Forfeited
      (1,767,093 )       5.88      
  
 
 
           
Balances at October 31, 2021
      29,061,900    $ 6.90      7.17    $ 264,080
  
 
 
           
Vested and exercisable
      17,187,395      $ 4.56      5.89    $ 196,513
The intrinsic value of options exercised during the nine months ended October 31, 2021 and 2020 was $13.7 million and $5.1 million, respectively.
The weighted-average grant date fair value of options granted during the nine months ended October 31, 2021 and 2020 was $5.81 and $2.60 per share, respectively. As of October 31, 2021, total unrecognized compensation costs related to stock options were $53.9 million. These costs are expected to be recognized over a period of approximately 3.43 years.
The fair value of the employee stock options granted during the nine months ended October 31, 2021 and 2020 was estimated using the following assumptions:
 
    
Nine Months Ended October 31,
    
2021
   
2020
Weighted-average expected term (years)
   
2.62 - 7.32
   
5.08 - 6.65
Expected volatility
   
42.45% - 48.39%
   
42.45% - 44.28%
Risk-free interest rate
   
0.37% - 1.23%
   
0.31% - 0.46%
Dividend yield
    0.00%    0.00%
The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company uses the simplified method to determine its expected term because it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. As the Company is privately held and there has been no public market for its common stock to date, the expected volatility is based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group. The risk-free rate assumption is based on the
 
U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.
Early Exercises of Stock Options
The Plan allows for the early exercise of stock options for certain individuals as determined by the Company’s Board of Directors. Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional
paid-in
capital as the underlying awards vest. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase within ninety days of an individual’s termination for any reason, any unvested shares of such individual for a repurchase price equal to the lesser of the then-current fair market value of a share and the amount previously paid by the individual for such unvested shares. As of October 31, 2021, the Company had $17.0 million recorded in accrued and other current liabilities for early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 1,140,000.
Stock-Based Compensation
Stock-based compensation expense related to options granted to employees and nonemployees was recognized as follows:
 
    
Nine Months Ended October 31,
  
(in thousands)   
        2021        
     
        2020        
  
Cost of revenue
    $ 688    $ 585
Research and development
      4,582      2,898
Sales and marketing
      1,959      1,193
General and administrative
      5,904      6,805
  
 
 
     
 
 
  
Total expense
    $ 13,133    $ 11,481
Capitalized
internal-use
software development costs
      (514 )       (392 ) 
  
 
 
     
 
 
  
Total stock-based compensation expense
    $ 12,619    $ 11,089
  
 
 
     
 
 
  
Restricted Stock Units
A summary of RSU activity under the Plan is as follows:
 
    
Number of
RSUs
     
Weighted
Average
Grant Date
Fair Value
  
Balances at January 31, 2021
      1,085,610    $ 6.09
Granted
      2,531,752   
Forfeited
      (132,359 )     $ 7.30
  
 
 
     
Balances at October 31, 2021
      3,485,003    $ 11.99
  
 
 
     
 
 
An RSU will vest on the first date upon which both the service-based requirement and the liquidity event requirement are satisfied. Service-based requirement generally requires four years continuous service from a vesting commencement date. The liquidity event requirement will be satisfied as to any then outstanding RSUs on the first to occur of: (1) a change of control where the consideration paid for the Company’s Common Stock is cash, equity securities that are publicly traded, or a combination of both (such Change of Control, a “Qualifying Change of Control”); or (2) the effective date of an IPO (together, a “Liquidity Event”). In order for the liquidity event requirement to be satisfied, the Liquidity Event must occur on or before the seven year anniversary of the date of grant (the “Liquidity Event Deadline”). No RSUs will vest, and no shares allocated to the RSUs shall be issued, unless a Liquidity Event occurs on or before the Liquidity Event Deadline. As such, there were no RSUs vested as at October 31, 2021, and no stock-based compensation expense related to RSUs was recognized for the nine months ended October 31, 2021 and 2020. As of October 31, 2021, there was approximately $41.8 million of unrecognized stock-based compensation expense related to RSUs, of which, approximately $13.3 million related to RSUs which had met the service-based condition and would be recognized upon a Liquidity Event.
12.
Stock Incentive Plans
In December 2011, the Company adopted the 2011 Stock Incentive Plan (the “
Plan
”). The Plan provides for the granting of stock options and RSUs to employees, consultants, and advisors of the Company. Options granted under the Plan may be either incentive stock options (“
ISO
”) or nonqualified stock options
(“
NSO
”). ISOs may be granted only to Company employees including officers and directors who are also employees. NSOs may be granted to Company employees, consultants, and advisors. As of January 31, 2021, 821,818 shares of common stock are reserved for future issuance under the Plan.
Options under the Plan have a contractual life for periods of up to ten years (or five years if granted to a 10% stockholder). Options granted generally vest over four years.
A summary of stock option activity under the Plan is as follows:
 
    
Options Outstanding
  
    
Number of

Options
     
Weighted

Average

Exercise

Price
     
Weighted

Average

Remaining

Term (Years)
     
Aggregate

Intrinsic

Value

(in thousands)
  
Balances at February 1, 2019
      15,684,075    $ 3.42      7.07     
Exercised
      (111,910 )       2.36      
Granted
      6,876,680      6.01      
Forfeited
      (2,355,113 )       4.71      
  
 
 
           
Balances at January 31, 2020
      20,093,732      4.16      7.13   
Exercised
      (1,090,700 )       0.49      
Granted
      8,000,619      6.19      
Forfeited
      (1,382,714 )       5.45      
  
 
 
           
Balances at January 31, 2021
      25,620,937    $ 4.88      7.21    $ 80,964
Vested and exercisable
      15,849,747    $ 4.14      6.15    $ 61,882
The intrinsic value of options exercised during the years ended January 31, 2021 and 2020, was $6.1 million and $0.4 million, respectively.
A summary of options outstanding and exercisable by price at January 31, 2021 are as follows:
 
    
Options Outstanding
     
Options Exercisable
  
Exercise Price
   
Number of

Options
     
Weighted

Average

Remaining

Contractual

Life (in Years)
     
Number of

Options
     
Weighted

Average

Remaining

Contractual

Life (in Years)
  
$0.00002
      48,995      0.64        48,995      0.64  
0.014
      187,500      0.79        187,500      0.79  
0.070
      25,000      1.46        25,000      1.46  
0.106
      545,050      2.58        545,050      2.58  
0.856
      2,218,795      3.57        2,218,795      3.57  
2.768
      1,426,495      4.25        1,426,495      4.25  
3.102
      1,445,855      4.73        1,445,855      4.73  
3.560
      1,629,030      5.21        1,629,030      5.21  
5.234
      203,765      6.01        203,765      6.01  
5.650
      2,334,810      6.40        2,125,470      6.39  
5.846
      1,802,595      7.59        1,164,672      7.57  
6.006
      5,907,345      8.52        2,283,987      8.50  
6.190
      7,845,702      9.4        2,545,133      9.26  
  
 
 
        
 
 
     
     25,620,937         15,849,747   
  
 
 
        
 
 
     
 
The weighted-average grant date fair value of options granted during the years ended January 31, 2021 and 2020 was $2.83 and $2.51 per share, respectively. As of January 31, 2021, total unrecognized compensation costs related to stock options were $22.5 million. These costs are expected to be recognized over a period of approximately 2.78 years.
The fair value of shares vested during the year ended January 31, 2021 was $10.2 million. The fair value of the employee stock options granted during the years ended January 31, 2021 and 2020 was estimated using the following assumptions:
 
    
Year Ended January 31,
  
    
2021
    
2020
  
Weighted-average expected term (years)
     
5.02 - 6.76
      
5.08 - 6.83
  
Expected volatility
     
42.45% - 44.71
 %     
38.13% - 39.85
 % 
Risk-free interest rate
     
0.31% - 0.52
 %     
1.67% - 2.54
 % 
Dividend yield
      —         —    
The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company uses the simplified method to determine its expected term because it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. As the Company is privately held and there has been no public market for its common stock to date, the expected volatility is based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group. The risk-free rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.
Stock-Based Compensation
Stock-based compensation expense related to options granted to employees and nonemployees was recognized as follows:
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
     
2020
  
Cost of revenue
    $ 843    $ 788
Research and development
      4,109      2,754
Sales and marketing
      1,687      1,234
General and administrative
      7,899      1,252
  
 
 
     
 
 
  
Total expense
      14,538      6,028
Capitalized internal-use software development costs
      (526 )       (957 ) 
  
 
 
     
 
 
  
Total stock-based compensation expense
    $ 14,012    $ 5,071
  
 
 
     
 
 
  
 
 
Restricted Stock Units
A summary of RSU activity under the Plan is as follows:
 
    
Number of

RSUs
     
Weighted

Average

Grant Date

Fair Value
  
Balances at February 1, 2019
      803,430    $ 5.985
Vested
      —          —    
Granted
      587,500      6.109
Forfeited
      (450,000 )       6.041
  
 
 
     
Balances at January 31, 2020
      940,930    $ 6.036
Vested
      —          —    
Granted
      200,000      6.470
Forfeited
      (55,320 )       5.984
  
 
 
     
Balances at January 31, 2021
      1,085,610    $ 6.091
  
 
 
     
An RSU will vest on the first date upon which both the service-based requirement and the liquidity event requirement are satisfied. Service-based requirement generally requires four years continuous service from a vesting commencement date. The liquidity event requirement will be satisfied as to any then outstanding RSUs on the first to occur of: (1) a change of control where the consideration paid for the Company’s Common Stock is cash, equity securities that are publicly traded, or a combination of both (such Change of Control, a “
Qualifying Change of Control
”); or (2) the effective date of an IPO (together, a “
Liquidity Event
”). In order for the liquidity event requirement to be satisfied, the Liquidity Event must occur on or before the seven year anniversary of the date of grant (the “
Liquidity Event Deadline
”). No RSUs will vest, and no shares allocated to the RSUs shall be issued, unless a Liquidity Event occurs on or before the Liquidity Event Deadline. As such, there were no RSUs vested as at January 31, 2020 and 2021, and no stock-based compensation expense related to RSUs was recognized for the years ended January 31, 2021 and 2020. As of January 31, 2021, there was approximately $6.6 million of unrecognized stock-based compensation expense related to RSUs, of which, approximately $3.2 million related to RSUs which had met the service-based condition and would be recognized upon a Liquidity Event.
v3.21.4
Subsequent Events
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Jan. 31, 2021
Subsequent Event [Line Items]      
Subsequent Events
Note 7—Subsequent Events
In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the director nominees. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.
Subsequent to December 31, 2020, the Company borrowed approximately $96,000 under the Note.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 8, 2021, the date that the financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events, except as noted above, that would have required adjustment or disclosure in the financial statements.
Note 10—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements, other than the restatement disclosed in Note 2.
 
  
Planet Labs Inc [Member]      
Subsequent Event [Line Items]      
Subsequent Events  
 
14.
Subsequent Events
The Company has evaluated subsequent events through December 13, 2021, which is the date the unaudited condensed consolidated financial statements were available to be issued.
On November 9, 2021, the Company entered into a sale and purchase agreement with VanderSat Holding B.V., a limited liability company incorporated under the laws of the Netherlands, to acquire all of the equity interest of
VanderSat B.V. (“VanderSat”) (the “VanderSat Purchase Agreement”). VanderSat is a provider of advanced earth data and analytics. On December 13, 2021, the Company completed the acquisition. The consideration consisted of approximately $10.2 million in cash, as adjusted per the terms of the VanderSat Purchase Agreement, and 1,900,739 shares of Class A common stock of Planet Labs PBC. The acquisition is expected to be accounted for as a business combination. The allocation of purchase price, including the fair value of assets acquired and liabilities assumed as of the acquisition date has not been completed.
In November 2021, the Company amended certain terms of certain warrants for the purchase of Series D convertible preferred stock issued in connection with the 2020 Convertible Notes. The amendments include, among other things, (i) an amendment to the definition of an initial public offering to include the acquisition of the Company by a SPAC and (ii) immediately prior to the consummation of an initial public offering, the automatic exchange of the warrants for shares of the Company securities.
On December 7, 2021, the Company completed the Business Combination with dMY IV and certain other related transactions, see Note 1.
16.
Subsequent Events
The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through June 30, 2021, the date the consolidated financial statements were available to be issued.
Business combination
In April 2021, the Company entered into a letter of intent with a SPAC, with respect to a potential business combination between the Company and the SPAC. The letter of intent was subsequently amended in May 2021 (the “
Amended LOI
”). The Amended LOI contemplates the acquisition of 100% of the outstanding equity interests of the Company in exchange for shares of common stock of the SPAC, at an enterprise valuation of the Company of approximately $3.5 billion, subject to certain purchase price adjustments. The Amended LOI also contemplates, among other things, a PIPE financing of approximately $400.0 million conditioned upon the consummation of the business combination. The proposed business combination will result in the Company becoming a wholly owned subsidiary of a publicly traded company on the NYSE. The execution of a definitive business combination agreement is subject to, among other things, completion of negotiations, completed due diligence and final approval of the SPAC’s and the Company’s Board of Directors.
Litigation settlement
In May 2021, the Company entered into a legal settlement agreement related to alleged claims brought forth by a customer. Pursuant to the settlement agreement, the Company agreed to pay $10.0 million. The legal settlement is accrued as a customer payable in the Consolidated Balance Sheet as of January 31, 2021 (Note 6).
 
Contract amendments
On June 28, 2021, the Company amended the terms of its hosting agreement with Google. The amendment, among other things, increases the aggregate purchase commitments to $193.0 million. The amended agreement commences on August 1, 2021 and extends through January 31, 2028.
 
v3.21.4
Summary of Significant Accounting Policies (Policies)
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Basis of Presentation
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“
U.S. GAAP
”) and pursuant to the rules and regulations of the SEC.
The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“
ASU
”)
2014-15,
“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the issuance of these financial statements.
 
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period.
 
Restatement of Previously Reported Financial Statements    
Restatement of Previously Reported Financial Statements
In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all outstanding shares of Class A common stock subject to redemption in temporary equity. In accordance with ASC
480-10-S99,
redemption provisions not solely within the control of the Company, require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its outstanding shares of Class A common stock in permanent equity. Although the Company did not
specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form
8-K
filed with the SEC on March 15, 2021 (the
“Post-IPO
Balance Sheet”) and the Company’s Form
10-Qs
for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the
Post-IPO
Balance Sheet and the Affected Quarterly Periods should be restated to present all outstanding shares of Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously presented
Post-IPO
Balance Sheet and Affected Quarterly Periods should no longer be relied upon.
The change in the carrying value of the redeemable Class A common stock in the Post-IPO Balance Sheet resulted in a reclassification of approximately 1.6 million shares of Class A common stock from permanent equity to temporary equity. The impact of the revision to the Post-IPO Balance Sheet is as follows:
 
As of March 9, 2021
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
347,538,706
 
 
 
$
347,538,706
 
Total liabilities
  
$
13,294,983
 
 
 
$
13,294,983
 
Class A common stock subject to possible redemption
  
 
329,243,720
 
 
 
15,756,280
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
158
 
 
 
(158
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
5,037,145
 
 
 
(5,037,145
) 
 
 
—  
 
Accumulated deficit
  
 
(38,163
) 
 
 
(10,718,977
) 
 
 
(10,757,140
) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
 
$
(15,756,280
) 
 
$
(10,756,277
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
347,538,706
 
 
$
—  
 
 
$
347,538,706
 
The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.
The change in the carrying value of the redeemable Class A common stock at March 31, 2021 resulted in a reclassification of approximately 5.1 million shares of Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of March 31, 2021:
 
As of March 31, 2021 (unaudited)
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
346,518,868
 
 
 
$
346,518,868
 
Total liabilities
  
$
47,189,952
 
 
 
$
47,189,952
 
Class A common stock subject to possible redemption
  
 
294,328,910
 
 
 
50,671,090
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
507
 
 
 
(507
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
19,549,351
 
 
 
(19,549,351
) 
 
 
—  
 
Accumulated deficit
  
 
(14,550,715
) 
 
 
(31,121,232
) 
 
 
(45,671,947
) 
Total stockholders’ equity (deficit)
  
$
5,000,006
 
 
$
(50,671,090
) 
 
$
(45,671,084
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
346,518,868
 
 
$
—  
 
 
$
346,518,868
 
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the three months ended March 31, 2021:
 
 
  
For the three months ended

March 31, 2021 (unaudited)
 
 
  
As Reported
 
  
Adjustment
 
 
As Restated
 
Supplemental Disclosure of Noncash Financing Activities:
  
  
 
Value of Class A common stock subject to possible redemption
  
$
294,328,910
 
  
$
(294,328,910
) 
 
$
—  
 
The change in the carrying value of the redeemable Class A common stock at June 30, 2021 resulted in a reclassification of approximately 5.1 million shares of Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of June 30, 2021:
 
As of June 30, 2021 (unaudited)
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
345,880,864
 
 
 
$
345,880,864
 
Total liabilities
  
$
46,788,321
 
 
 
$
46,788,321
 
Class A common stock subject to possible redemption
  
 
294,092,540
 
 
 
50,907,460
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
509
 
 
 
(509
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
19,785,719
 
 
 
(19,785,719
) 
 
 
—  
 
Accumulated deficit
  
 
(14,787,088
) 
 
 
(31,121,232
) 
 
 
(45,908,320
) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
 
$
(50,907,460
) 
 
$
(45,907,457
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
345,880,864
 
 
$
—  
 
 
$
345,880,864
 
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the six months ended June 30, 2021:
 
 
  
For the period six months ended June 30, 2021

(unaudited)
 
 
  
As Reported
  
Adjustment
 
 
As Restated
 
Supplemental Disclosure of Noncash Financing Activities:
  
  
 
Value of Class A common stock subject to possible redemption
  
$294,092,540
  
$
(294,092,540
) 
 
$
—  
 
In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods:
 
 
  
Earnings Per Share for Class A common stock
 
 
  
As Reported
 
 
Adjustment
 
 
As Adjusted
 
Form
10-Q
(March 31, 2021)—For the three months ended March 31, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,549,315
) 
 
$
—  
 
 
$
(14,549,315
) 
Weighted average shares outstanding
  
 
7,787,500
 
 
 
—  
 
 
 
7,787,500
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.88
) 
 
$
(0.88
) 
Form
10-Q
(June 30, 2021)—For the three months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(236,373
) 
 
$
—  
 
 
$
(236,373
) 
Weighted average shares outstanding
  
 
34,500,000
 
 
 
—  
 
 
 
34,500,000
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.01
) 
 
$
(0.01
) 
Form
10-Q
(June 30, 2021)—For the six months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,785,688
) 
 
$
—  
 
 
$
(14,785,688
) 
Weighted average shares outstanding
  
 
34,500,000
 
 
 
(12,770,718
) 
 
 
21,729,282
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.49
) 
 
$
(0.49
) 
Form
10-Q
(March 31, 2021)—For the three months ended March 31, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,549,315
) 
 
$
—  
 
 
$
(14,549,315
) 
Weighted average shares outstanding
  
 
7,778,090
 
 
 
846,910
 
 
 
8,625,000
 
Basic and diluted earnings per share
  
$
(0.06
) 
 
$
(0.82
) 
 
$
(0.88
) 
Form
10-Q
(June 30, 2021)—For the three months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(236,373
) 
 
$
—  
 
 
$
(236,373
) 
Weighted average shares outstanding
  
 
8,625,000
 
 
 
—  
 
 
 
8,625,000
 
Basic and diluted earnings per share
  
$
(0.03
) 
 
$
0.02
 
 
$
(0.01
) 
Form
10-Q
(June 30, 2021)—For the six months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,785,688
) 
 
$
—  
 
 
$
(14,785,688
) 
Weighted average shares outstanding
  
 
8,208,564
 
 
 
—  
 
 
 
8,208,564
 
Basic and diluted earnings per share
  
$
(1.80
) 
 
$
1.31
 
 
$
(0.49
) 
  
Emerging Growth Company
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “
JOBS Act
”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not
had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
  
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
Principles of Consolidation    
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
 
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
 
Cash and Cash Equivalents    
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.
Cash and Cash Equivalents and Restricted cash
Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.
The Company had restricted cash of $5.4 million as of January 31, 2021, which consisted of a collateral money market account for the Company’s headquarters and other domestic office operating leases of $4.3 million, performance guarantees required for the Company’s foreign sales activities of $0.9 million, and $0.2 million in deposits related to the Company’s foreign operations.
A reconciliation of the Company’s cash and cash equivalents in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows as of January 31, 2021 and 2020 is as follows:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Cash and cash equivalents
    $ 71,183    $ 21,678
Restricted cash, current
      375      1,576
Restricted cash,
non-current
      4,982      4,485
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 76,540    $ 27,739
  
 
 
     
 
 
  
Restricted cash of $0.4 million and $1.6 million is included in prepaid expenses and other current assets as of January 31, 2021 and 2020, respectively.
Investments Held in Trust Account    
Investments Held in the Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in
money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 		 
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
 
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
 
Fair Value of Financial Instruments
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
 
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to their short-term nature.
 
Fair Value Measurements    
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
 
•
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
 
•
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
 
•
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
 
Derivative Financial Instruments    
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
 
Offering Costs Associated with the Initial Public Offering
Deferred Offering Costs Associated with the Proposed Public Offering
Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
  Offering Costs Associated with the Initial Public OfferingThe Company complies with the requirements of the FASB ASC Topic
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for the Initial Public Offering and the underwriting commissions. Upon the completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as
non-operating
expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. 		 
Class A Common Stock Subject to Possible Redemption    
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.
Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
 
Net Loss Per Share of Common Stock
Net Loss Per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average common shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part
by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period
presented
.
 
Net Income (Loss) Per Share of Common Stock
The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.
The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,833,333 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share of common stock for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
 
 
  
For the Three Months Ended
September 30, 2021
 
 
For the Nine Months Ended
September 30, 2021
 
 
  
Class A
 
 
Class B
 
 
Class A
 
 
Class B
 
Basic and diluted net income (loss) per common share:
  
      
 
      
 
      
 
      
Numerator:
  
      
 
      
 
      
 
      
Allocation of net income (loss)
  
$
(5,308,662
) 
 
$
(1,327,165
) 
 
$
(16,219,758
) 
 
$
(5,201,757
) 
Denominator:
  
      
 
      
 
      
 
      
Basic and diluted weighted average common shares outstanding
  
 
34,500,000
 
 
 
8,625,000
 
 
 
26,032,967
 
 
 
8,348,901
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per common share
  
$
(0.15
) 
 
$
(0.15
) 
 
$
(0.62
) 
 
$
(0.62
) 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income Taxes
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of December 31, 2020.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The provision for income taxes was deemed to be de minimis for the period from December 15, 2020 (inception) through December 31, 2020.
 
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periods that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of September 30, 2021 and December 31, 2020.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no
unrecognized tax benefits as of
September
 
30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
No
amounts
 
were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
 
Recent Accounting Pronouncements
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
 
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update (“ASU”)
No. 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU
2020-06
on January 1, 2021 using a modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.
 
Planet Labs Inc.        
Basis of Presentation      
Basis of Presentation and Principles of Consolidation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“
U.S. GAAP
”).
The consolidated financial statements include the accounts of Planet Labs Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.
Basis of Presentation and Principles of Consolidation  
The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
 
Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes as of and for the two years ended January 31, 2021 and 2020. The accompanying interim condensed consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements for the periods presented. The results of operations for the nine months ended October 31, 2021 are not necessarily indicative of the results expected for the year ending January 31, 2022 or any other future period.
The unaudited condensed consolidated financial statements include the accounts of Planet Labs Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.
   
Emerging Growth Company  
Emerging Growth Company
The Jumpstart Our Business Startups Act of 2012 (‘‘JOBS Act’’) allows an emerging growth company (‘‘EGC’’) to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to
private companies. The Company is an EGC and has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates discussed below, within the Recently Issued Accounting Pronouncements section, reflect this election.​​​​​​​
 
Emerging Growth Company
The Jumpstart Our Business Startups Act of 2012 (‘‘
JOBS Act
’’) allows an emerging growth company (‘‘
EGC
’’) to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company is an EGC and has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates discussed below, within the Recently Issued Accounting Pronouncements section, reflect this election.
Concentration of Credit Risk      
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash and cash equivalents are deposited in checking and money market accounts with financial institutions in the U.S. and checking accounts with financial institutions in Canada, Germany, and Singapore that management believes are of high credit quality. The Company generally does not require collateral to support the obligations of the counterparties and deposits at banks may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not
experienced material losses on its deposits of cash and cash equivalents. The maximum amount of loss at January 31, 2021 that the Company would incur if parties to cash and money market funds failed completely to perform according to the terms of the contracts is $70.5 million.
Accounts receivables are typically unsecured and are derived from revenue earned from customers across various countries. For the year ended January 31, 2021, three customers accounted for 12%, 10% and 10%, of revenue. For the year ended January 31, 2020, one customer accounted for 13% of revenue. As of January 31, 2021, three customers accounted for 32%, 18%, and 12% of accounts receivable, respectively. As of January 31, 2020, one customer accounted for 50% of accounts receivable.
The Company’s products require continued approval from the Federal Communications Commission (“
FCC
”) and other international regulatory agencies for the Company to continue its operations. There can be no assurance that the Company’s products will continue to receive the necessary approvals or that its operations will be supported by the U.S. government or other governments. If the Company was denied such approvals, if such approvals were delayed, or if the U.S. government’s or other governments’ policies change, these events may have a material adverse impact on the Company’s financial position and results of operations.
The Company contracts with certain third-party service providers to launch satellites. Service providers who provide these services are limited. The inability of launch service providers to contract with the Company could materially impact future operating results.
Use of Estimates  
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s unaudited condensed consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized
internal-use
software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to
measure stock-based compensation, the fair value of convertible notes and preferred stock warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.
These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the unaudited condensed consolidated financial statements.
Due to the
COVID-19
pandemic, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained.
 
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized
internal-use
software and intangible assets, allowance for doubtful accounts, estimates related to revenue recognition, including the assessment of performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of convertible notes and preferred stock warrants, the fair value of assets acquired, and liabilities assumed from business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, and contingencies.
These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material to the consolidated financial statements.
Due to the
COVID-19
Coronavirus pandemic (“
COVID-19
” or “
COVID-19
pandemic
”), there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur and additional information is obtained.
 
Fair Value Measurements  
Fair Value Measurement
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “exit price”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date.
 
The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows:
Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.
The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, preferred stock warrant liabilities and convertible notes.
The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value, due to the short time to maturity. The carrying amount of the Company’s outstanding debt approximates fair value as the debt bears a floating rate that approximates the market interest rate. The Company’s convertible notes and preferred stock warrant liability, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy. The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 4). The Company measures certain
non-financial
assets including property and equipment, and other intangible assets at fair value on a
non-recurring
basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of October 31, 2021 and January 31, 2021 there were no material
non-financial
assets recorded at fair value.
 
Fair Value Measurement
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an “
exit price
”), in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date.
 
The Company measures fair value based on a three-level hierarchy of inputs, maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s level within the three-level hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy of inputs is as follows:
Level 1: Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.
The Company’s assets and liabilities measured at fair value on a recurring basis consist of cash and cash equivalents, restricted cash, accrued liabilities, preferred stock warrant liabilities and convertible notes. The fair value of cash, cash equivalents and accrued liabilities approximate the stated carrying value, due to the short time to maturity. The carrying amount of the Company’s outstanding debt approximates fair value as the debt bears a floating rate that approximates the market interest rate. The Company’s convertible notes and preferred stock warrant liability, where the values are based on valuation techniques that require inputs that are both unobservable and are significant to the overall fair value measurement, are classified as Level 3 under the fair value hierarchy. The fair value of these Level 3 financial liabilities is determined using pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant management judgment or estimation (Note 4). The Company measures certain
non-financial
assets including property and equipment, and other intangible assets at fair value on a
non-recurring
basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of January 31, 2021 and 2020 there were no material
non-financial
assets recorded at fair value.
Offering Costs Associated with the Initial Public Offering  
Deferred Offering Costs
The Company has capitalized qualified legal, accounting and other direct costs related to the merger with dMY IV (see Note 1). Deferred offering costs are included in other assets on the balance sheets and were deferred until the completion of the merger with dMY IV on December 7, 2021, at which time they were deducted from additional
paid-in
capital. As of October 31, 2021, $6.3 million of deferred offering costs were capitalized within other assets.
   
Net Loss Per Share of Common Stock      
Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with
the two-class method
required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the convertible preferred stock do not have a contractual obligation to share in any losses.
Basic net loss per share attributable to common stockholders is the same for Class A and Class B shares of common stock because they are entitled to the same liquidation and dividend rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and weighted-average number of Class A common stock warrants outstanding during the period. Class A common stock warrants are not contingently exercisable and the common stock of the Company will be issued for little or no consideration, as such the shares underlying the Class A Common Stock Warrants are considered outstanding in the denominator in the calculation of basic net loss per share attributable to common stockholders from the issuance date of the Class A Common Stock Warrants.
Diluted loss per share attributable to common stockholders adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible notes, stock options, restricted stock units and warrants. For the years ended January 31, 2021 and 2020, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Income Taxes      
Income Taxes
The Company is subject to income taxes in the U.S. and various foreign jurisdictions and uses estimates in determining its provisions for income taxes.
The Company accounts for income taxes under the asset and liability method. Deferred assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.
The Company recognizes and measures uncertain tax positions in accordance with ASC 740,
Income Taxes,
which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained.
The global intangible
low-taxed
income (GILTI) provisions of the Tax Cut and Jobs Act impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporation. The Company elects to treat any potential GILTI inclusions as a period cost.
Recent Accounting Pronouncements  
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU
2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
(ASU
2018-15)
,
which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted this guidance as of February 1, 2021, with no material impact on its unaudited condensed consolidated financial statements.
In November 2018, the FASB issued ASU
2018-18,
Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
, which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue standard, ASU
2014-09
(codified in Accounting Standards Codification (“ASC”) 606). The Company adopted this guidance as of February 1, 2021, with no material impact on its unaudited condensed consolidated financial statements.
 
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“
FASB
”) issued ASU
2018-13—
Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
. Under the new guidance, the amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance as of February 1, 2020.
In August 2018,
the FASB issued ASU 2018-15,
 Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
 (ASU 2018-15)
,
 which clarifies the accounting for implementation costs in cloud computing arrangements. The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements.
In November 2018,
the FASB issued ASU 2018-18,
Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
, which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue
standard, ASU 2014-09
(codified in ASC 606). The Company adopted this guidance as of February 1, 2021, with no material impact on its consolidated financial statements.
Cash and Cash Equivalents and Restricted cash  
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.
The Company had restricted cash of $6.1 million and $5.4 million as of October 31, 2021 and January 31, 2021, respectively, which consisted of collateral money market accounts for the Company’s headquarters and other domestic office operating leases of $4.2 million and $4.3 million, performance guarantees required for the Company’s foreign sales activities of $1.6 million and $0.9 million and $0.3 million and $0.2 million in deposits related to the Company’s foreign operations as of October 31, 2021 and January 31, 2021, respectively.
A reconciliation of the Company’s cash and cash equivalents in the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash in the unaudited condensed consolidated statements of cash flows as of October 31, 2021 and January 31, 2021 is as follows:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Cash and cash equivalents
    $ 58,989    $ 71,183
Restricted cash, current
      309        375
Restricted cash,
non-current
      5,749      4,982
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 65,047    $ 76,540
  
 
 
     
 
 
  
Restricted cash, current of $0.3 million and $0.4 million is included in prepaid expenses and other current assets as of October 31, 2021 and January 31, 2021, respectively.
 
Cash and Cash Equivalents and Restricted cash
Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.
The Company had restricted cash of $5.4 million as of January 31, 2021, which consisted of a collateral money market account for the Company’s headquarters and other domestic office operating leases of $4.3 million, performance guarantees required for the Company’s foreign sales activities of $0.9 million, and $0.2 million in deposits related to the Company’s foreign operations.
A reconciliation of the Company’s cash and cash equivalents in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows as of January 31, 2021 and 2020 is as follows:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Cash and cash equivalents
    $ 71,183    $ 21,678
Restricted cash, current
      375      1,576
Restricted cash,
non-current
      4,982      4,485
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 76,540    $ 27,739
  
 
 
     
 
 
  
Restricted cash of $0.4 million and $1.6 million is included in prepaid expenses and other current assets as of January 31, 2021 and 2020, respectively.
Accounts Receivable and Allowance for Doubtful Accounts      
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable include amounts billed and billable to customers for services or products provided as of the end of the applicable period and do not bear interest. Accounts receivable are stated net of an estimated allowance for doubtful accounts. The Company reviews accounts receivable regularly and makes estimates for the allowance for doubtful accounts when it is probable that an amount is uncollectible. If it is deemed certain that an amount is uncollectible, the amount is
written-off.
In evaluating the Company’s ability to collect outstanding receivables, the Company considers many factors, including the age of the balance, the customer’s payment history, creditworthiness, and current economic trends, including considerations for the impact of
COVID-19.
The change in the Company’s allowance for doubtful accounts is as follows:​​​​​​​
 
    
Year Ended January 31,
  
(in thousands)
   
    2021    
     
    2020    
  
Balance, beginning of year
    $ 843    $ 5,300
Charges
      823      649
Write-offs
      (619 )       (4,702 ) 
Other
      168      (404 ) 
  
 
 
     
 
 
  
Balance, end of year
    $ 1,215    $ 843
  
 
 
     
 
 
  
Fair Value Option  
Fair Value Option
The Company has elected the fair value option to account for its convertible notes. The Company records the convertible notes at fair value with changes in fair value recorded on the unaudited condensed consolidated statement of operations and comprehensive loss (Note 4). The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred.
 
Fair Value Option
The Company has elected the fair value option to account for its convertible notes. The Company records the convertible notes at fair value with changes in fair value recorded on the Consolidated Statement of Operations and Comprehensive Loss (Note 4). The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the convertible notes at fair value versus bifurcation of the embedded derivatives. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred.
Liquidity and Going Concern  
Liquidity and Going Concern
Since its inception, the Company has incurred net losses and negative cash flows from operations. As of October 31, 2021, the Company had an accumulated deficit of $731.1 million. For the nine months ended October 31, 2021, the Company incurred a net loss before income tax of $90.3 million and had net cash outflows from operations of $21.0 million. The Company expects to incur additional operating losses and negative cash flows from operations in the future as it continues to expand its commercial operations and research and development programs. As of October 31, 2021 and January 31, 2021, the Company had $59.0 million and $71.2 million of cash and cash equivalents, respectively.
As further discussed in Note 7, as of October 31, 2021 and January 31, 2021, the Company had $77.1 million aggregate principal amount of convertible notes outstanding (the “2020 Convertible Notes” and “Tranche B”), of which approximately $71.1 million had a maturity date of June 22, 2022 and $6.0 million had no stated maturity date. In addition, as of October 31, 2021 and January 31, 2021, the Company had $67.0 million of principal and fees due to Silicon Valley Bank (“SVB”) and Hercules Capital Inc. (“Hercules”) with a maturity date of June 21, 2022 (the “SVB & Hercules Loan”). The SVB and Hercules Loan also contained a “springing maturity” provision, which accelerates the maturity date for repayment of the loan, including interest and fees to March 23, 2022, if the outstanding 2020 Convertible Notes did not convert into equity securities by such date.
These conditions raised substantial doubt about the Company’s ability to continue as a going concern. As a result of the proceeds received from the Business Combination and PIPE financing, and the conversion of the 2020 Convertible Notes (see Note 1), management expects the Company to have the ability to meet its obligations as they become due within one year after the date these financial statements were issued and has determined that substantial doubt about the Company’s ability to continue as a going concern no longer exists.
 
Liquidity and Going Concern
The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. Since its inception, the Company has incurred net losses and negative cash flows from operations. As of January 31, 2021, the Company had an accumulated deficit of $639.9 million. For the year ended January 31, 2021, the Company incurred a net loss before income tax of $126.0 million and had net cash outflows from operations of $4.0 million. The Company expects to incur additional operating losses and negative cash flows from operations as it continues to expand its commercial operations and research and development programs. As of January 31, 2021, the Company had $71.2 million of cash and cash equivalents.
As further discussed in Note 8, as of January 31, 2021, the Company had $77.1 million aggregate principal amount of convertible notes outstanding (the “
2020 Convertible Notes
” and “
Tranche B
”), of which approximately $71.1 million has a maturity date of June 22, 2022 and $6.0 million has no stated maturity date. In addition, the Company has $67.0 million of principal and fees due to Silicon Valley Bank (“
SVB
”) and Hercules Capital Inc (“
Hercules
”) with a maturity date of June 21, 2022 (the “
SVB & Hercules Loan
”). The SVB and Hercules Loan also contains a “springing maturity” provision, which accelerates the maturity date for repayment of the loan, including interest and fees to March 23, 2022, if the outstanding 2020 Convertible Notes have not converted into equity securities by such date.
Because the Company has historically generated net losses and negative cash flows from operations, it may be unable to refinance its debt or raise sufficient capital to cause the conversion of its outstanding 2020​​​​​​​
Convertible Notes into equity securities prior to the springing maturity condition coming into effect. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
As discussed in Note 16, the Company entered into a letter of intent to complete a business combination with a special purpose acquisition company (“
SPAC
”), which would result in the SPAC acquiring 100% of the Company’s outstanding equity interests. In addition to the cash resources made available through the business combination, the Company anticipates additional financing will be made available to the Company through a Private Investment in Public Equity (“
PIPE
”) offering, which is expected to close concurrently with the business combination. Management intends to use a portion of these proceeds to repay all of the outstanding amounts due under the SVB & Hercules Loan.
There can be no assurance that the business combination, the PIPE offering and the subsequent debt repayment will be completed as currently contemplated, or at all. To the extent additional capital is not obtained through the business combination and PIPE offering, management will be required to obtain additional capital through the sale of debt or equity, or other arrangements. However, there can be no assurance that the Company will be able to raise additional capital when needed or under acceptable terms. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding ordinary shares. Any future debt may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain additional financing, operations may be scaled back or discontinued. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Property and Equipment  
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:​​​​​​​
 
    
Estimated useful life
  
    
(in years)
  
Computer equipment and purchased software
      3  
Office furniture, equipment and fixtures
      5  
Satellites
      2.2 to 9  
Ground stations and ground station equipment
      3 to 10  
Leasehold improvements
     
 lesser of useful life or
term of lease		  
 
Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers.
The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets.
At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.
In February 2021, the Company completed an assessment of the useful lives of its satellites and adjusted the estimated useful life of certain satellites from 6 years to 9 years. This change in accounting estimate was effective beginning in fiscal year 2022.
In August 2021, additional information specific to a single high resolution satellite became available which indicated the useful life of the satellite will be less than originally estimated. The change in estimate for this satellite was accounted for prospectively beginning in August 2021.
The effect of these changes in estimate was a net decrease in depreciation expense of $13.7 million and a decrease in basic and diluted net loss per share attributable to common stockholders of approximately $0.45 for the nine months ended October 31, 2021. These changes in estimate are expected to result in a net decrease in depreciation expense of $17.6 million for the year ended January 31, 2022.
 
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. Significant improvements that extend the useful life or add functionality to property and equipment are capitalized. Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:​​​​​​​
 
    
Estimated useful life
(in years)
  
Computer equipment and purchased software
      3  
Office furniture, equipment and fixtures
      5  
Satellites
      2.5 to 6  
Ground stations and ground station equipment
      3 to 10  
Leasehold improvements
      lesser of useful life or term of lease  
Costs directly associated with design, construction, launch, and commissioning of satellites and systems are capitalized when the design and operation of the satellites and systems is at a sufficiently advanced stage such that the Company believes that recovery of the costs through future cash inflows is probable. The Company capitalizes material, labor and launch costs (including integration and launch insurance costs) that are incurred and necessary for the satellites to be placed into service. The Company depreciates the cost of a satellite over its estimated useful life, using the straight-line method of depreciation, once it is placed into service, which is when the Company determines that the satellites are providing imagery that meets the required quality specifications for sale to its customers.
The estimated useful life over which the Company depreciates a satellite is determined once the satellite has been placed into service. The initial determination of the satellite’s useful life involves the consideration of multiple factors, including design life, random part failure probabilities, expected component degradation and cycle life, fuel consumption (where applicable), and experience with satellite parts, vendors and similar assets.
 
At least annually, or more frequently, should facts and circumstances indicate a need, the Company performs an assessment of the remaining useful lives of its property and equipment including its satellites. The assessment for satellites evaluates satellite usage data, remaining fuel (where applicable), operational stresses and other factors that may impact the satellite’s expected useful life.
For the years ended January 31, 2021 and 2020, the Company recognized an additional $0.7 million and $2.5 million, respectively, in depreciation expense as a result of retirement of certain satellites.
Capitalized Internal-Use Software Development Costs      
Capitalized
Internal-Use
Software Development Costs
Costs directly attributable to the development of
internal-use
software are capitalized when the preliminary design of the software is completed, management has committed funding to proceed with the development and confirmed adequate probability that the project will be completed and the software will function as intended. Capitalization is discontinued when the project is substantially completed and ready for its intended use. The Company capitalizes labor costs that are incurred and necessary for the software to be placed into service and any interest costs apportioned to the project, if material. The Company amortizes capitalized
internal-use
software development costs, once it is placed into service, over its estimated useful life using the straight-line method, which is generally one to three years based on management’s determination of the duration of time during which the related software will be in use and contributing to the Company’s cash flows.
Impairment of Long-Lived Assets      
Impairment of Long-Lived Assets
The carrying amount of long-lived assets and finite-lived intangible assets to be held and used in the business are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. This evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. If the carrying amount of the asset or asset group is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset or asset group exceeds the fair value of the asset or asset group. No events or changes in circumstances indicated the carrying amounts of the Company’s long-lived assets may not be recoverable during the years ended January 31, 2021 and 2020.
Business Combinations      
Business Combinations
The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of net assets acquired, including intangible assets and related goodwill. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired and allocates the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. There are different valuation models for each component, the selection of which requires considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods. The Company bases its fair value estimates on assumptions it believes are reasonable but recognizes that the assumptions are inherently uncertain.
Acquisition-related costs are accounted for as expenses in the period in which they are incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements as of the acquisition date.
Goodwill      
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization and is tested for impairment at least annually, during the fourth quarter of each fiscal year or more frequently if events or circumstances indicate that the asset might be impaired. In assessing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded goodwill amounts have been impaired, the Company would perform a quantitative impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when goodwill is assessed for impairment. No goodwill impairment was recorded during the years ended January 31, 2021 and 2020.
Intangible Assets      
Intangible Assets
Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows:
 
    
Estimated useful life
(in years)
  
Developed technology
      5  
Imagery library
      3  
Customer relationships
      5  
Trade names and other
      5 to 7  
Revenue Recognition  
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606,
Revenue from Contracts with Customers
(“Topic 606”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied.
The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or archive access licenses. The Company’s imagery licensing agreements and service agreements are generally
non-cancelable
and do not contain refund-type provisions.
At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract.
Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract.
At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract.
 
When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed.
The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer.
Revenue excludes sales and usage based taxes where it has been determined that the Company is acting as a pass through agent.
The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration, including a revenue share arrangement. For these arrangements, the Company estimates the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis.
The Company typically bills in advance either quarterly or annually for contacts with terms of one year or longer. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or
non-current
deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less for the existence of a significant financing component. The financing component of multi-year contracts were not significant.
 
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Codification (“
ASC
”) Topic 606,
Revenue from Contracts with Customers
(“
Topic 606
”). Under Topic 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied.
The Company derives its revenue principally from licensing rights to use imagery that is delivered digitally through its online platform in addition to providing related services. Imagery licensing agreements vary by contract, however, generally they have annual or multi-year contractual terms. The data licenses are generally purchased via a fixed price contract on a subscription or usage basis, whereby a customer pays for access to the Company’s imagery that may be downloaded over a specific period of time, or, less frequently, on a transactional basis, whereby the customer pays for individual content or
archive access licenses. The Company’s imagery licensing agreements and service agreements are generally
non-cancelable
and do not contain refund-type provisions.
At contract inception, the Company assesses the product offerings in its contracts to identify performance obligations that are distinct. A performance obligation is distinct when it is separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify the performance obligations, the Company considers all of the product offerings promised in the contract.
Imagery licensing arrangements generally provide customers with the right to access imagery through the Company’s platform, download content on a limited or unlimited basis over the contractual period depending on the terms of the applicable contract, or provide both the right to access imagery and download content. The access to imagery through the Company’s online platform and the ability to download such imagery represent two separate performance obligations. As such, a portion of the total contract consideration related to access to continuously updated imagery content is recognized ratably on a straight-line basis over the term of the contract.
At contract inception, existing or archived imagery is available for download by the customer. The existing or archived imagery has significant standalone functionality and is not updated once licensed to a particular customer. As such, the portion of the contract consideration related to the download license of existing or archive imagery content is recognized as revenue at the commencement of the contract when control of the imagery is transferred, and the imagery is available for download by the customer. The portion of the contractual consideration related to the download of monitoring imagery content is recognized over the term of the contract utilizing a usage-based output measure of progress based on the download capacity specified in the contract. To the extent the number of downloads of the specified imagery content is unlimited, the contractual consideration related to downloads is recognized ratably on a straight-line basis over the term of the contract.
When the Company’s contracts with customers contain more than a single performance obligation, management allocates the total contract consideration to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing practices and market conditions, including the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
The Company also provides other services to customers, including professional services such as training, analytical services, research and development services to third parties, and other value-added activities related to imagery products. These revenues are recognized as the services are rendered, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Training revenues are recognized as the services are performed.
The Company recognizes revenue on a gross basis. The Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer.
Revenue excludes sales and usage-based taxes where it has been determined that the Company is acting as a pass-through agent.
The transaction price is the total amount of consideration that the Company expects to be entitled to in exchange for the product offerings in a contract. The prices of imagery licensing and other services are generally fixed at contract inception and therefore, the Company’s contracts do not contain a significant amount of variable consideration. From time to time, the Company may enter into contracts with its customers that provide a form of variable consideration, including a revenue share arrangement. For these arrangements, the Company estimates
the variable consideration at the contract inception based on the most likely amount in a range of possible outcomes. The estimate of variable consideration is reassessed on a quarterly basis.
The Company typically bills in advance either quarterly or annually for contacts with terms of one year or longer. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the underlying performance obligations have been satisfied. Advance payments from customers have been categorized as current or
non-current
deferred revenue based on the expected performance date. The Company applied the practical expedient in Topic 606 and did not evaluate contracts of one year or less for the existence of a significant financing component. The financing component of multi-year contracts were not significant.
Cost of Revenue      
Cost of Revenue
Cost of revenue consists of employee-related costs of performing account and data provisioning, customer support, satellite and engineering operations, as well as the costs of operating and retrieving information from the satellites, processing and storing the data retrieved, third party imagery expenses, depreciation of satellites and ground stations, and the amortization of capitalized
internal-use
software related to creating imagery provided to customers. Cost of revenue from professional services consists primarily of employee-related costs associated with providing these services, including costs paid to subcontractors and certain third-party fees. Employee-related costs include salaries, benefits, bonuses and stock-based compensation.
Sales and Marketing      
Sales and Marketing
Sales and marketing expenditures primarily include costs incurred to market and distribute the Company’s products. Such costs include advertising and conferences, sales commissions, salaries, benefits and stock based compensation for the Company’s sales and marketing personnel and sales office expenses. Sales and marketing expenses are expensed as incurred.
Research and Development Expenditures      
Research and Development Expenditures
Research and development expenditures primarily include personnel- related expenses for employees and consultants, hardware costs, supplies costs, contractor fees and administrative expenses. Employee-related costs include salaries, benefits, bonuses and stock-based compensation. Expenses classified as research and development are expensed as incurred and attributable to advancing technology research, platform and infrastructure development and the research and development of new product iteration.
The Company continues to iterate its satellites and operations for optimal efficiency and function. Satellite costs associated with the design, manufacture, launch, and commissioning of experimental satellites or other space related research and development activities are expensed as incurred.
General and Administrative      
General and Administrative
General and administrative expenses include personnel-related expenses and facilities-related costs primarily for its executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance, as well as executive management expenses. General and administrative costs are expensed as incurred.
Leases      
Leases
Leases are reviewed and classified as capital or operating at their inception. For operating leases, the Company records rent expense on a straight-line basis over the noncancelable lease term and records the
difference between the rent paid and the recognition of rent expense as a deferred rent asset or liability. Rent escalation, rent abatement, or other concessions, such as rent holidays, and landlord or tenant incentives or allowances, are recorded as deferred rent and amortized over the remaining lease term.
Common Stock Valuations      
Common Stock Valuations
The Company has historically granted stock options at an exercise price equal to the fair value as determined by the Board of Directors on the date of grant. Given the absence of a public market for the Company’s common stock, the Board of Directors of the Company estimated the fair value of its common stock at the time of each grant of an equity-based award. The Board of Directors of the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid,
Valuation of Privately Held Company Equity Securities Issued as Compensation
, to estimate the fair value of its common stock. These estimates and assumptions include numerous objective and subjective factors to determine the fair value of the Company’s common stock at each grant date, including the following factors:
 
  •  
relevant precedent transactions including the Company’s capital transactions;
 
  •  
the liquidation preferences, rights, preferences, and privileges of the Company’s convertible preferred stock relative to the common stock;
 
  •  
the Company’s actual operating and financial performance;
 
  •  
the Company’s current business conditions and projections;
 
  •  
the Company’s stage of development;
 
  •  
the likelihood and timing of achieving a liquidity event for the common stock underlying the stock options, such as an initial public offering, given prevailing market conditions;
 
  •  
any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options;
 
  •  
the market performance of comparable publicly traded companies; and
 
  •  
U.S. and global capital market conditions.
If different assumptions had been made, equity-based compensation expense, net income, and net income per common share could have been significantly different.
Stock-Based Compensation      
Stock-Based Compensation
The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which require compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified, using appropriate valuation techniques. The Company recognizes forfeitures as they occur.
The Company grants certain awards, primarily options, that vest based upon a service condition. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company records stock-based compensation expense for stock options on a straight-line basis over the requisite service period, which is generally four years.
The fair value of the Restricted Stock Units (“
RSUs
”) is the fair value of the underlying stock at the measurement date. For awards that are subject to both time-based service and performance conditions (including liquidity events), no expense is recognized until it is probable that the vesting criteria would be met. Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model.
Preferred Stock Warrants      
Preferred Stock Warrants
The Company has preferred stock warrants which are exercisable for Series B and Series D convertible preferred stock. The Company’s convertible preferred stock is classified as permanent equity, as redemption is solely within control of the Company. The Company evaluated the Series B and Series D Preferred Stock warrants under ASC
815-40,
Derivatives and Hedging—Contracts in Entity’s Own Equity
, and concluded the Series B and Series D preferred stock warrants do not meet the criteria to be classified in stockholders’ equity. Specifically, the settlement provisions of the Series B and certain Series D preferred stock warrants meet the criteria for liability classification as the number of shares to be issued was not fixed at the time of issuance. Certain other Series D preferred stock warrants meet the criteria for liability classification as certain terms of the warrants preclude them from being indexed to the Company’s stock. As such, the Series B preferred stock warrants and Series D preferred stock warrants are recognized as liabilities and recorded at fair value. The change in fair value of the Series B and Series D preferred stock warrants is recognized at each reporting date in the Consolidated Statement of Operations and Comprehensive Loss. See Note 4 for a
discussion of the fair value methodology and assumptions and Note 8 for details of the terms of the Series B and Series D preferred stock warrants.
Foreign Currency Transactions and Translation      
Foreign Currency Transactions and Translation
The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries has been determined to be either the U.S. dollar, Euro or Canadian dollar as the case may be. Revenue and expenses of the Company’s foreign subsidiaries, with a functional currency of either Euro or Canadian dollar, are translated into U.S. dollars using the monthly average exchange rates prevailing during the period. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity.
Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Monetary assets and liabilities are subject to remeasurement at the exchange rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included within Other income (expense), net in the Consolidated Statement of Operations and Comprehensive Loss. Foreign currency gain (loss) was $0.3 million and ($0.3) million for the years ended January 31, 2021 and 2020, respectively.
Segments      
discussion of the fair value methodology and assumptions and Note 8 for details of the terms of the Series B and Series D preferred stock warrants.​​​​​​​
Foreign Currency Transactions and Translation
The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries has been determined to be either the U.S. dollar, Euro or Canadian dollar as the case may be. Revenue and expenses of the Company’s foreign subsidiaries, with a functional currency of either Euro or Canadian dollar, are translated into U.S. dollars using the monthly average exchange rates prevailing during the period. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity.
Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Monetary assets and liabilities are subject to remeasurement at the exchange rate in effect at the balance sheet date, with subsequent changes in exchange rates resulting in transaction gains or losses, which are included within Other income (expense), net in the Consolidated Statement of Operations and Comprehensive Loss. Foreign currency gain (loss) was $0.3 million and ($0.3) million for the years ended January 31, 2021 and 2020, respectively.
Segments
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“
CODM
”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
See Note 3, Revenue, for revenue by geographic region. See Note 6, Balance Sheet Components, for long-lived assets by geographic region.
Recently Issued Accounting Pronouncements Not Yet Adopted      
Recently Issued Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued ASU
2016-02,
 Leases,
which was codified with its subsequent amendments as
ASC 842. ASC 842 requires an entity to recognize a
right-of-use
asset and lease liability for
all leases with terms of more than 12 months. Recognition, measurement, and presentation of expenses will depend on classification as a finance or operating lease. The amendments in this update also require certain quantitative and qualitative disclosures about leasing arrangements. The standard allows for two methods of adoption to recognize and measure leases: retrospectively to each prior period presented in the financial statements with the cumulative effect of initially applying the guidance recognized at the beginning of the earliest comparative period presented or retrospectively at the beginning of the period of adoption with the cumulative effect of initially applying the guidance recognized at the beginning of the period in which the guidance is first applied. The adoption methods both include a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a
right-of-use
asset and a lease liability for all operating leases based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. The updated guidance is expected to be effective for the Company for the year ending January 31, 2023, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. The Company expects that the adoption will result in the recognition of
right-of-use
assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet.
In June 2016, the FASB issued ASU
2016-13
, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
which was codified with its subsequent amendments as ASC 326
.
ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is expected to be effective for the Company on February 1, 2022 and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU
2017-04,
Simplifying the Test for Goodwill Impairment,
a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The standard is expected to be effective for the Company on February 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
In August 2020, the FASB issued ASU
2020-06,
Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
. This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result,
 
entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce
non-cash
interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU
2020-06.
Additionally, ASU
2020-06
requires the application of the
if-
converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments. The standard is expected to be effective for the Company on February 1, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU
2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,
which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The standard is expected to be effective for the Company on February 1, 2022, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
v3.21.4
Summary of Significant Accounting Policies (Tables)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Schedule of the impact of the revision to the Post-IPO balance sheet  
The change in the carrying value of the redeemable Class A common stock in the Post-IPO Balance Sheet resulted in a reclassification of approximately 1.6 million shares of Class A common stock from permanent equity to temporary equity. The impact of the revision to the Post-IPO Balance Sheet is as follows:
 
As of March 9, 2021
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
347,538,706
 
 
 
$
347,538,706
 
Total liabilities
  
$
13,294,983
 
 
 
$
13,294,983
 
Class A common stock subject to possible redemption
  
 
329,243,720
 
 
 
15,756,280
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
158
 
 
 
(158
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
5,037,145
 
 
 
(5,037,145
) 
 
 
—  
 
Accumulated deficit
  
 
(38,163
) 
 
 
(10,718,977
) 
 
 
(10,757,140
) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
 
$
(15,756,280
) 
 
$
(10,756,277
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
347,538,706
 
 
$
—  
 
 
$
347,538,706
 
  
Schedule of effect of the financial statement adjustments related to the restatement of balance sheet  
The change in the carrying value of the redeemable Class A common stock at March 31, 2021 resulted in a reclassification of approximately 5.1 million shares of Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of March 31, 2021:
 
As of March 31, 2021 (unaudited)
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
346,518,868
 
 
 
$
346,518,868
 
Total liabilities
  
$
47,189,952
 
 
 
$
47,189,952
 
Class A common stock subject to possible redemption
  
 
294,328,910
 
 
 
50,671,090
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
507
 
 
 
(507
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
19,549,351
 
 
 
(19,549,351
) 
 
 
—  
 
Accumulated deficit
  
 
(14,550,715
) 
 
 
(31,121,232
) 
 
 
(45,671,947
) 
Total stockholders’ equity (deficit)
  
$
5,000,006
 
 
$
(50,671,090
) 
 
$
(45,671,084
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
346,518,868
 
 
$
—  
 
 
$
346,518,868
 
The change in the carrying value of the redeemable Class A common stock at June 30, 2021 resulted in a reclassification of approximately 5.1 million shares of Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of June 30, 2021:
 
As of June 30, 2021 (unaudited)
  
As Reported
 
 
Adjustment
 
 
As Restated
 
Total assets
  
$
345,880,864
 
 
 
$
345,880,864
 
Total liabilities
  
$
46,788,321
 
 
 
$
46,788,321
 
Class A common stock subject to possible redemption
  
 
294,092,540
 
 
 
50,907,460
 
 
 
345,000,000
 
Preferred stock
  
 
—  
 
 
 
—  
 
 
 
—  
 
Class A common stock
  
 
509
 
 
 
(509
) 
 
 
—  
 
Class B common stock
  
 
863
 
 
 
—  
 
 
 
863
 
Additional
paid-in
capital
  
 
19,785,719
 
 
 
(19,785,719
) 
 
 
—  
 
Accumulated deficit
  
 
(14,787,088
) 
 
 
(31,121,232
) 
 
 
(45,908,320
) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
 
$
(50,907,460
) 
 
$
(45,907,457
) 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
345,880,864
 
 
$
—  
 
 
$
345,880,864
 
  
Schedule of effect of the financial statement adjustments related to the restatement of cash flows  
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the three months ended March 31, 2021:
 
 
  
For the three months ended

March 31, 2021 (unaudited)
 
 
  
As Reported
 
  
Adjustment
 
 
As Restated
 
Supplemental Disclosure of Noncash Financing Activities:
  
  
 
Value of Class A common stock subject to possible redemption
  
$
294,328,910
 
  
$
(294,328,910
) 
 
$
—  
 
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the six months ended June 30, 2021:
 
 
  
For the period six months ended June 30, 2021

(unaudited)
 
 
  
As Reported
  
Adjustment
 
 
As Restated
 
Supplemental Disclosure of Noncash Financing Activities:
  
  
 
Value of Class A common stock subject to possible redemption
  
$294,092,540
  
$
(294,092,540
) 
 
$
—  
 
  
Schedule of the weighted average shares outstanding and basic and diluted earnings per common share  
 
  
Earnings Per Share for Class A common stock
 
 
  
As Reported
 
 
Adjustment
 
 
As Adjusted
 
Form
10-Q
(March 31, 2021)—For the three months ended March 31, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,549,315
) 
 
$
—  
 
 
$
(14,549,315
) 
Weighted average shares outstanding
  
 
7,787,500
 
 
 
—  
 
 
 
7,787,500
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.88
) 
 
$
(0.88
) 
Form
10-Q
(June 30, 2021)—For the three months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(236,373
) 
 
$
—  
 
 
$
(236,373
) 
Weighted average shares outstanding
  
 
34,500,000
 
 
 
—  
 
 
 
34,500,000
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.01
) 
 
$
(0.01
) 
Form
10-Q
(June 30, 2021)—For the six months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,785,688
) 
 
$
—  
 
 
$
(14,785,688
) 
Weighted average shares outstanding
  
 
34,500,000
 
 
 
(12,770,718
) 
 
 
21,729,282
 
Basic and diluted earnings per share
  
$
0.00
 
 
$
(0.49
) 
 
$
(0.49
) 
Form
10-Q
(March 31, 2021)—For the three months ended March 31, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,549,315
) 
 
$
—  
 
 
$
(14,549,315
) 
Weighted average shares outstanding
  
 
7,778,090
 
 
 
846,910
 
 
 
8,625,000
 
Basic and diluted earnings per share
  
$
(0.06
) 
 
$
(0.82
) 
 
$
(0.88
) 
Form
10-Q
(June 30, 2021)—For the three months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(236,373
) 
 
$
—  
 
 
$
(236,373
) 
Weighted average shares outstanding
  
 
8,625,000
 
 
 
—  
 
 
 
8,625,000
 
Basic and diluted earnings per share
  
$
(0.03
) 
 
$
0.02
 
 
$
(0.01
) 
Form
10-Q
(June 30, 2021)—For the six months ended June 30, 2021 (unaudited)
  
 
 
Net loss
  
$
(14,785,688
) 
 
$
—  
 
 
$
(14,785,688
) 
Weighted average shares outstanding
  
 
8,208,564
 
 
 
—  
 
 
 
8,208,564
 
Basic and diluted earnings per share
  
$
(1.80
) 
 
$
1.31
 
 
$
(0.49
) 
  
Schedule of earnings per share, basic and diluted  
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
 
 
  
For the Three Months Ended
September 30, 2021
 
 
For the Nine Months Ended
September 30, 2021
 
 
  
Class A
 
 
Class B
 
 
Class A
 
 
Class B
 
Basic and diluted net income (loss) per common share:
  
      
 
      
 
      
 
      
Numerator:
  
      
 
      
 
      
 
      
Allocation of net income (loss)
  
$
(5,308,662
) 
 
$
(1,327,165
) 
 
$
(16,219,758
) 
 
$
(5,201,757
) 
Denominator:
  
      
 
      
 
      
 
      
Basic and diluted weighted average common shares outstanding
  
 
34,500,000
 
 
 
8,625,000
 
 
 
26,032,967
 
 
 
8,348,901
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per common share
  
$
(0.15
) 
 
$
(0.15
) 
 
$
(0.62
) 
 
$
(0.62
) 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Planet Labs Inc.      
Schedule of earnings per share, basic and diluted The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):
    
Nine Months Ended October 31,
  
    
2021
     
2020
  
Numerator:
                  
Net loss attributable to common stockholders
    $ (91,159 )     $ (89,605 ) 
Denominator:
                  
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders
      30,264,402        28,640,817  
     
Basic and diluted net loss per share attributable to common stockholders
    $ (3.01 )     $ (3.13 ) 
  The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):
 
    
Year Ended January 31,
  
    
2021
    
2020
  
Numerator:
     
Net loss attributable to common stockholders
    $ (127,103 )    $ (123,714 ) 
Denominator:
     
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders
      28,863,607     27,981,802
Basic and diluted net loss per share attributable to common stockholders
    $ (4.40 )    $ (4.42 ) 
Schedule of Cash Flow, Supplemental Disclosures
A reconciliation of the Company’s cash and cash equivalents in the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash in the unaudited condensed consolidated statements of cash flows as of October 31, 2021 and January 31, 2021 is as follows:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Cash and cash equivalents
    $ 58,989    $ 71,183
Restricted cash, current
      309        375
Restricted cash,
non-current
      5,749      4,982
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 65,047    $ 76,540
  
 
 
     
 
 
  
  
A reconciliation of the Company’s cash and cash equivalents in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows as of January 31, 2021 and 2020 is as follows:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Cash and cash equivalents
    $ 71,183    $ 21,678
Restricted cash, current
      375      1,576
Restricted cash,
non-current
      4,982      4,485
  
 
 
     
 
 
  
Total cash, cash equivalents and restricted cash
    $ 76,540    $ 27,739
  
 
 
     
 
 
  
Schedule of the change in the Company's allowance for doubtful accounts     The change in the Company’s allowance for doubtful accounts is as follows:
    
Year Ended January 31,
  
(in thousands)
   
    2021    
     
    2020    
  
Balance, beginning of year
    $ 843    $ 5,300
Charges
      823      649
Write-offs
      (619 )       (4,702 ) 
Other
      168      (404 ) 
  
 
 
     
 
 
  
Balance, end of year
    $ 1,215    $ 843
  
 
 
     
 
 
  
Schedule of Finite-Lived Intangible Assets    
Intangible assets with finite useful lives are carried at cost, net of accumulated amortization and impairment, where applicable. Amortization is recorded over the estimated useful lives of the assets on a straight-line basis as follows:
 
    
Estimated useful life
(in years)
  
Developed technology
      5  
Imagery library
      3  
Customer relationships
      5  
Trade names and other
      5 to 7  
Summary of property, plant and equipment Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:
    
Estimated useful life
  
    
(in years)
  
Computer equipment and purchased software
      3  
Office furniture, equipment and fixtures
      5  
Satellites
      2.2 to 9  
Ground stations and ground station equipment
      3 to 10  
Leasehold improvements
     
 lesser of useful life or
term of lease		  
 
   Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset, which is as follows:
    
Estimated useful life
(in years)
  
Computer equipment and purchased software
      3  
Office furniture, equipment and fixtures
      5  
Satellites
      2.5 to 6  
Ground stations and ground station equipment
      3 to 10  
Leasehold improvements
      lesser of useful life or term of lease  
v3.21.4
Revenue (Tables) - Planet Labs Inc [Member]
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Schedule Of Disaggregation Of Revenues
The following table disaggregates revenue by major geographic region:
 
    
Nine Months Ended
October 31,
  
(in thousands)
   
2021
     
2020
  
United States
    $ 39,293    $ 44,219
Norway
      10,914        98  
Canada
      6,476        14,171  
Rest of world
      37,380        24,399  
  
 
 
     
 
 
  
Total revenue
    $ 94,063    $ 82,887
  
 
 
     
 
 
  
The following table disaggregates revenue by major geographic region:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
United States
    $ 61,471    $ 54,857
Canada
      15,910      16,678
Rest of world
      35,787      24,201
  
 
 
     
 
 
  
Total revenue
    $ 113,168    $ 95,736
  
 
 
     
 
 
  
Schedule Of Deferred Commission As of October 31, 2021 and January 31, 2021, deferred commissions consisted of the following:
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Deferred commission, current
    $ 1,206    $ 1,030
Deferred commission,
non-current
      1,102        1,697  
  
 
 
     
 
 
  
Total deferred commission
    $ 2,308    $ 2,727
  
 
 
     
 
 
  
 As of January 31, 2021 and 2020, deferred commissions consisted of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred commission, current
    $ 1,030    $ 1,534
Deferred commission,
non-current
      1,697      102
  
 
 
     
 
 
  
Total deferred commission
    $ 2,727    $ 1,636
  
 
 
     
 
 
  
v3.21.4
Fair Value of Financial Assets and Liabilities (Tables)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Schedule of quantitative information associated with fair value measurements  
The following table provides quantitative information regarding Level 3 f
a
ir value measurements inputs as their measurement dates:
 
 
  
As of September 30, 2021
 
Exercise price
    $ 11.50  
Stock price
    $ 9.91  
Volatility
      26.6% 
-
 45.2		 % 
Term
      5.17  
Risk-free rate
      1.0 % 
Dividend yield
      0.0 % 
 
Planet Labs Inc [Member]      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Schedule of assets and liabilities measured on recurring basis at fair value
 
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of October 31, 2021 and January 31, 2021 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.
 
    
October 31, 2021
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 37,535    $ —        $ —    
Restricted cash: money market funds
      5,875      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
      43,410      —          —    
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
      —          —          109,953
Preferred stock warrant liability
      —          —          14,047
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ —        $ 124,000
  
 
 
     
 
 
     
 
 
  
    
January 31, 2021
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 50,449    $ —        $ —    
Restricted cash: money market funds
      5,165      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
      55,614      —          —    
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
      —          —          101,212
Preferred stock warrant liability
      —          —          11,359
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ —        $ 112,571
  
 
 
     
 
 
     
 
 
  
 
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of January 31, 2021 and 2020 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.
 
    
January 31, 2021
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 50,449    $ —      $ —  
Restricted cash: money market funds
      5,165      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
    $ 55,614    $ —      $ —  
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
    $ —      $ —      $ 101,212
Preferred stock warrant liability
      —          —          11,359
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —      $ —      $ 112,571
  
 
 
     
 
 
     
 
 
  
 
    
January 31, 2020
  
(in thousands)
   
Level 1
     
Level 2
     
Level 3
  
Assets
         
Cash equivalents: money market funds
    $ 13,991    $ —      $ —  
Restricted cash: money market funds
      5,886      —          —    
  
 
 
     
 
 
     
 
 
  
Total assets
    $ 19,877    $ —      $ —  
  
 
 
     
 
 
     
 
 
  
Liabilities
         
Convertible notes
    $ —      $ —      $ 10,804
Preferred stock warrant liability
      —          —          3,849
  
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —      $ —      $ 14,653
  
 
 
     
 
 
     
 
 
  
Schedule of quantitative information associated with fair value measurements
The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:
 
    
Fair Value as
of October 31,
2021
     
Valuation
Technique
   
Unobservable
Input Description
   
Input
     (in thousands)                 
Convertible Notes
      $109,953    Market approach    Probability of Conversion upon Business Combination    100%
         Discount for lack of marketability    5%
Preferred Stock Warrant Liability
      14,047     
Black-Scholes
    Expected Term    8.4 years
         Volatility    60%
         Risk-free interest rate    1.49%
         Dividend yield    0%
      Market approach    Probability of Conversion upon Business Combination    100%
         Discount for lack of marketability    5%
    
Fair value as
of January 31,
2021
     
Valuation
Technique
   
Unobservable
Input Description
   
Input
     (in thousands)                 
Convertible Notes
    $ 101,212    Probability-weighted    Estimated time to liquidation   
0.2-.5 years
         Volatility    35.00%
         Discount Yield    16.00%
         Risk-free interest rate    0.06%
Preferred Stock Warrant Liability
      11,359    Option Pricing Method    Term   
0.5-1.75 years
         Volatility    60.00%
         Discount for lack of marketability    10%- 17%
 
  
The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:
 
   
Fair Value as of
January 31, 2021
    
Valuation Technique
    
Unobservable Input
Description
  
Input
    (in thousands)                
Convertible Notes
   $ 101,212    
Probability-weighted
     Estimated time to
liquidation		  
0.2-.5 years
      Volatility   35.0%
      Discount Yield   16.0%
     
Risk-free interest rate
   0.1%
Preferred Stock Warrant Liability
     11,359     Option Pricing Method     Term  
0.5-1.75 years
      Volatility   60%
      Discount for lack of
marketability		   10%- 17%
 
   
Fair Value as of
January 31, 2020
    
Valuation Technique
    
Unobservable Input
Description
  
Input
    (in thousands)                
Convertible Notes
   $ 10,804     Probability-weighted     Estimated time to
liquidation		   2.0 years
      Discount Yield   27.6%
     
Risk-free interest rate
   1.6%
Preferred Stock Warrant Liability
     3,849     Option Pricing Method     Term   2.0 years
      Volatility   60.0%
      Discount for lack of
marketability		   25.0%
      Risk-free interest rate   1.6%
Schedule fair value liabilities measured on recurring basis reconciliation
The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended October 31, 2021 and 2020:
 
(in thousands)
   
Convertible
Notes
     
Preferred
Stock Warrant
Liability
  
Fair value, January 31, 2020
    $ 10,804    $ 3,849
Issuance
      68,528      2,596
Extinguishment
      (3,260 )       —    
Change in fair value
      15,346        1,167  
  
 
 
     
 
 
  
Fair value at end of period, October 31, 2020
    $ 91,418    $ 7,612
  
 
 
     
 
 
  
Fair value, January 31, 2021
    $ 101,212    $ 11,359
Change in fair value
      8,741        2,688  
  
 
 
     
 
 
  
Fair value at end of period, October 31, 2021
    $ 109,953    $ 14,047
  
 
 
     
 
 
  
 
The following table presents changes in Level 3 liabilities measured at fair value for the years ended January 31, 2021 and 2020:
 
(in thousands)
   
Convertible
Notes
     
Preferred Stock
Warrant Liability
  
Fair value, February 1, 2019
    $ —      $ 3,897
Issuance
      10,963      —    
Change in fair value
      (159 )       (48 ) 
  
 
 
     
 
 
  
Fair value at end of year, January 31, 2020
      10,804      3,849
Issuance
      68,529      2,596  
Extinguishment
      (3,260 )       —    
Change in fair value
      25,139      4,914
  
 
 
     
 
 
  
Fair value at end of year, January 31, 2021
    $ 101,212    $ 11,359
  
 
 
     
 
 
  
v3.21.4
Business Combination (Tables)
 12 Months Ended
Jan. 31, 2021
Planet Labs Inc [Member]  
Business Acquisition [Line Items]  
Schedule of recognized identified assets acquired and liabilities assumed
The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition:
 
(in thousands)
      
   
March 11, 2019
  
Net Assets Acquired
        
Goodwill
   $ 13,296  
Identifiable intangible assets acquired
        
Customer relationships
     2,680  
Developed technology
     1,270  
Trade name and other
     1,480  
Other assets, net
     36  
Property and equipment
     70  
Net working capital acquired, net of cash acquired
     (1,603 ) 
   
 
 
  
Total purchase consideration
   $ 17,229  
   
 
 
  
v3.21.4
Balance Sheet Components (Tables) - Planet Labs Inc [Member]
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Balance Sheet Components [Line Items]    
Summary of property, plant and equipment
Property and equipment, net consists of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Satellites*
    $ 306,989    $ 302,577
Leasehold improvements
      15,448        15,630
Ground stations and ground station equipment
      12,648        12,560
Office furniture, equipment and fixtures
      5,077        4,995
Computer equipment and purchased software
      8,094        7,837
  
 
 
     
 
 
  
Total property and equipment, gross
      348,256      343,599  
Less: Accumulated depreciation
      (210,245 )       (183,744 ) 
  
 
 
     
 
 
  
Total property and equipment, net
    $ 138,011    $ 159,855
  
 
 
     
 
 
  
 
*
Satellites include $9.1 million and $13.3 million of satellites in process and not in service as of October 31, 2021 and January 31, 2021, respectively.
Property and equipment, net consists of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Satellites*
    $ 302,577      $ 314,097  
Leasehold improvements
      15,630        15,537  
Ground stations and ground station equipment
      12,560        12,196  
Office furniture, equipment and fixtures
      4,995        4,909  
Computer equipment and purchased software
      7,837        7,588  
    
 
 
     
 
 
  
Total property and equipment, gross
      343,599        354,327  
Less: Accumulated depreciation
      (183,744 )       (167,732 ) 
    
 
 
     
 
 
  
Total property and equipment, net
    $ 159,855      $ 186,595  
    
 
 
     
 
 
  
 
*
Satellites include $13.3 million and $48.8 million of satellites in process and not in service as of January 31, 2021 and 2020, respectively.
Summary of long lived assets by geographic areas  
The Company’s long-lived assets by geographic region are a
s
 follows:
 
 
  
January 31,
 
(in thousands)
  
2021
 
  
2020
 
United States
  
$
156,537
  
  
$
184,973
  
Rest of the world
  
 
3,318
  
  
 
1,622
  
 
  
 
 
 
  
 
 
 
Total property and equipment, net
  
$
159,855
  
  
$
186,595
  
 
  
 
 
 
  
 
 
 
Schedule of capitalized computer software net
Capitalized
internal-use
software costs, net of accumulated amortization consists of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Capitalized
internal-use
software
    $ 35,370    $ 32,425
Less: Accumulated amortization
      (24,897 )       (20,431 ) 
  
 
 
     
 
 
  
   $ 10,473    $ 11,994
  
 
 
     
 
 
  
Capitalized
internal-use
software costs, net of accumulated amortization consists of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Capitalized
internal-use
software
    $ 32,425      $ 28,045  
Less: Accumulated amortization
      (20,431 )       (13,553 ) 
    
 
 
     
 
 
  
     $ 11,994      $ 14,492  
    
 
 
     
 
 
  
Schedule of capitalized computer software future amortization expense  
Estimated future amortization expense of capitalized
internal-use
software at January 31, 2021, is as follows:
 
(in thousands)
       
2022
    $ 5,193
2023
      2,361
2024
      2,102
2025
      1,629
2026
      709
  
 
 
  
   $ 11,994
  
 
 
  
Schedule of intangible assets and goodwill
Goodwill and Intangible assets consist of the following:
 
    
October 31, 2021
     
January 31, 2021
  
(in thousands)
   
Gross
Carrying
Amount
     
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
     
Gross
Carrying
Amount
     
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
  
Developed technology
    $ 8,070    $ (7,311 )    $ (9 )    $ 750    $ 8,070      $ (6,869 )    $ (9 )    $ 1,192  
Image library
      11,983        (10,449 )      44       1,578      11,430        (10,203 )      104       1,331  
Customer relationships
      3,280        (2,017 )      9       1,272      3,280        (1,615 )      9       1,674  
Trade names and other
      3,755        (2,562 )      39       1,232      3,755        (2,318 )      39       1,476  
  
 
 
     
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total intangible assets
      27,088      (22,339 )      83     4,832      26,535      (21,005 )      143     5,673
  
 
 
     
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Goodwill
    $ 86,587    $ —       $ 1,806   $ 88,393      86,587    $ —       $ 1,806   $ 88,393  
  
 
 
     
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Goodwill and Intangible assets consist of the following:
 
   
January 31, 2021
    
January 31, 2020
  
(in thousands)
  
Gross
Carrying
Amount
    
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
    
Gross
Carrying
Amount
    
Accumulated
Amortization
    
Foreign
Currency
Translation
    
Net
Carrying
Amount
  
Developed technology
   $ 8,070   $ (6,869 )    $ (9 )    $ 1,192   $ 8,070   $ (6,283 )    $ (9 )    $ 1,778
Image library
     11,430     (10,203 )      104     1,331     10,756     (9,400 )      167     1,523
Customer relationships
     3,280     (1,615 )      9     1,674     3,280     (1,003 )      8     2,285
Trade names and other
     3,755     (2,318 )      39     1,476     3,695     (1,820 )      39     1,914
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total intangible assets
   $ 26,535   $ (21,005 )    $ 143   $ 5,673   $ 25,801   $ (18,506 )    $ 205   $ 7,500
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Goodwill
   $ 86,587   $ —     $ 1,806   $ 88,393   $ 86,587   $ —     $ 1,806   $ 88,393
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Schedule of finite lived intangible assets, future amortization expense  
Estimated future amortization expense of intangible assets at January 31, 2021, is as follows:
 
(in thousands)
       
2022
    $ 1,848
2023
      1,579
2024
      1,509
2025
      367
2026
      90
Thereafter
      280
  
 
 
  
   $ 5,673
  
 
 
  
 
Schedule of goodwill  
The change in the carrying amount of goodwill during the years ended January 31, 2021 and 2020 is as follows:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Beginning of period
    $ 88,393    $ 75,097
Acquisition
      —          13,296
  
 
 
     
 
 
  
End of period
    $ 88,393    $ 88,393
  
 
 
     
 
 
  
Summary of Deferred costs, capitalized, prepaid, and other assets
Prepaid expenses and other current assets consist of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
R&D funding receivables
(1)
    $ 7,705    $ —    
Prepaid tax and withholding tax receivables
      1,030        1,761
Prepaid satellite launch services
      2,480        —    
Deferred commissions
      1,206        1,030
Deposits
      727        667
Restricted cash
      309        375
Other prepayments and receivables
      5,611        3,301
  
 
 
     
 
 
  
Total prepaid expenses and other current assets
    $ 19,068    $ 7,134
  
 
 
     
 
 
  
Prepaid expenses and other current assets consist of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Prepaid tax and withholding tax receivables
    $ 1,761    $ 2,641  
Prepaid satellite launch services
      —          1,818  
Deferred commissions
      1,030      1,534  
Deposits
      667      757  
Restricted cash
      375      1,576  
Other prepayments and receivables
      3,301      2,592  
  
 
 
     
 
 
  
Total prepaid expenses and other current assets
    $ 7,134    $ 10,918  
  
 
 
     
 
 
  
Schedule of other assets, noncurrent
Other
non-current
assets consist of the following:
 
    
October 31,
     
January 31,
  
(in thousands)   
2021
     
2021
  
Deferred offering costs
    $ 6,260    $ —    
Deferred commissions
      1,102        1,697
Prepaid satellite launch services
      1,473        772
Other
non-current
assets
      142        515
  
 
 
     
 
 
  
Total other
non-current
assets
    $ 8,977    $ 2,984
  
 
 
     
 
 
  
 
Other
non-current
assets consist of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred commissions
    $ 1,697    $ 102
Prepaid satellite launch services
      772      722
Other
non-current
assets
      515      379
  
 
 
     
 
 
  
Total other
non-current
assets
    $ 2,984    $ 1,203
  
 
 
     
 
 
  
Accounts Payable and Accrued Liabilities Disclosure
Accrued liabilities and other current liabilities consist of the following:
 
    
October 31,
     
January 31,
  
(in thousands)
   
2021
     
2021
  
Deferred R&D service liability
(1)
    $ 13,179    $ 8,208
Payroll and related expenses
      3,873        3,229
Customer payable
(2)
      —          10,000
Deferred hosting costs
      3,890        2,301
Deferred rent
      2,160        2,215
Deferred offering costs
      1,129        —    
Accrued interest payable
      616        616
Withholding taxes and other taxes payable
      967        841
Other accruals
      2,828        2,785
  
 
 
     
 
 
  
Total accrued and other current liabilities
    $ 28,642    $ 30,195
  
 
 
     
 
 
  
 
(1)
 
In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “R&D Services Agreement”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and provides for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three-year period. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC
730-20,
Research and Development
. As ASC
730-20
does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. Through October 31, 2021, the Company has received $8.3 million under the R&D Services Agreement. As of October 31, 2021, the Company has the contractual right to receive an additional $7.7 million under the R&D Services Agreement, which is included in Prepaid expenses and other current assets. The deferred R&D service liability was $13.2 million and $8.2 million as of October 31, 2021 and January 31, 2021, respectively, which is included in accrued and other current liabilities.
(2)
 
Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement. The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.
Accrued liabilities and other current liabilities consist of the following:
 
    
January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred R&D service liability
(1)
    $ 8,208    $ —  
Payroll and related expenses
      3,229      2,248
Customer payable
(2)
     10,000      7,254
Deferred hosting costs
      2,301      —    
Deferred rent
      2,215      2,183
Accrued interest payable
      616      474
Withholding taxes and other taxes payable
      841      1,664
Other accruals
      2,785      4,933
  
 
 
     
 
 
  
Total accrued and other current liabilities
    $ 30,195    $ 18,756
  
 
 
     
 
 
  
 
(1)
In December 2020, the Company entered into a development services agreement, whereby the Company agreed to provide the technical knowledge and services to design and develop certain prototype satellites and deliver and test early data collected (the “
R&D Services Agreement
”). The R&D Services Agreement is unrelated to the Company’s ordinary business activities and provides for a fee of $40.2 million, to be paid to the Company as specified milestones are achieved over a three-year period. The Company has discretion in managing the activities under the R&D Services Agreement and retains all developed intellectual property. The Company has no obligation to repay any of the funds received regardless of the outcome of the development work; therefore, the arrangement is accounted for as funded research and development pursuant to ASC
730-20,
Research and Development
. As ASC
730-20
does not indicate the accounting model for research and development services, the Company determined the total transaction price is taken over the agreement term as a reduction of research and development expenses based on a cost incurred method. During the year ended January 31, 2021, the Company received $8.3 million under the R&D Services Agreement, of which $8.2 million is included in accrued and other current liabilities as of January 31, 2021 as the Company has not yet incurred such costs.
(2)
Customer payable reflects consideration due to a customer as a result of a legal settlement agreement related to a revenue share arrangement. The customer payable was estimated at the inception of the contract and accounted for as a reduction in the customer’s transaction price.
v3.21.4
Debt, Convertible Notes, and Warrants (Tables) - Planet Labs Inc.
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Summary of the company's debt balance and outstanding
A summary of the Company’s debt balance and outstanding convertible notes as of October 31, 2021 is as follows:
 
    
Net Carrying Value
               
    
Current
     
Long-term
     
Principal
Balance
     
Contractual
Interest Rate
    
Maturity Date
  
(in thousands, except percentages)
              
Venture Tranche B
    $ 7,841    $ —        $ 6,035      — %      n/a  
2020 Convertible Notes
      102,112      —          71,125      6.0 %      June 22, 2022  
SVB & Hercules Loan
      64,972        —          66,950      11.0 %      June 21, 2022  
A summary of the Company’s debt balance and outstanding convertible notes as of January 31, 2021 is as follows:
 
    
Net Carrying Value
               
    
Current
     
Long-term
     
Principal
Balance
     
Contractual
Interest Rate
    
Maturity Date
  
(in thousands, except percentages)                    
Venture Tranche B
    $ 8,244      —        $ 6,035      —         n/a  
2020 Convertible Notes
      —        $ 92,968    $ 71,125      6 %      6/22/2022  
SVB & Hercules Loan
      —        $ 62,644    $ 66,950      11 %      6/21/2022  
Summary of interest expense
The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts:
 
    
Nine Months Ended October 31,
  
(in thousands)
   
      2021      
     
      2020      
  
Contractual interest coupon
    $ 5,422    $ 4,869
Amortization of debt issuance costs
      679        583  
Amortization of debt discounts
      1,649        1,383  
Debt extinguishment gain
      —          (673 ) 
  
 
 
     
 
 
  
Total interest expense and extinguishment loss
    $ 7,750    $ 6,162
  
 
 
     
 
 
  
The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs,
the
amortization of debt discounts and loss (gain) on extinguishment of debt:
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
    
2020
  
Contractual interest coupon
    $ 6,697   $ 5,554
Amortization of debt issuance costs
      811     402
Amortization of debt discounts
      1,939     990
Debt extinguishment (gain) loss
      (673 )      11,529
  
 
 
    
 
 
  
Total interest expense and extinguishment (gain) loss
    $ 8,774   $ 18,475
  
 
 
    
 
 
  
Summary of future payments related to loan principal amounts
As of October 31, 2021, future payments related to loan principal amounts due per fiscal year are as follows:
 
(in thousands)
       
Remainder of 2022:
   
2022
    $ —  
2023
      138,075  
2024
      —    
2025
      —    
2026
      —    
  
 
 
  
Total loan principal due
      138,075
Add: Venture Tranche B, principal balance
      6,035
Add : Change in fair value of liabilities
      35,390
Less: Amount representing discount accretion and warrant issued
      (4,575 ) 
  
 
 
  
Net carrying value of debt
    $ 174,925
  
 
 
  
Future payments related to loan principal amounts due per fiscal year are as follows:
 
(in thousands)
       
2022
    $ —  
2023
      138,075
2024
      —    
2025
      —    
2026
      —    
  
 
 
  
Total loan principal due
      138,075
Add: Venture Tranche B, principal balance
      6,035  
Add : Change in fair value of liabilities
      26,648
Less: Amount representing discount accretion and warrant issued
      (6,902 ) 
  
 
 
  
Net carrying value of debt
    $ 163,856
  
 
 
  
Summary of company's debt and convertible note agreements and outstanding
A summary of warrants issued in connection with the Company’s debt and convertible note agreements and outstanding as of October 31, 2021 is as follows:
 
    
Number of
Warrants
Outstanding
     
Number of
Warrants
Exercisable
     
Weighted
Average
Exercise
Price
     
Weighted
Average
Remaining
Term (in
Years)
  
Warrants to purchase Class A Common Stock
      936,100      936,100    $ 0.004      7.90  
Warrants to purchase Series B Convertible Preferred Stock
      497,010      497,010      5.030        3.33  
Warrants to purchase Series D Convertible Preferred Stock
      1,476,468      1,476,468      14.375        7.77  
A summary of warrants issued in connection with the above transactions and outstanding as of January 31, 2021 is as follows:
 
   
Number of
Warrants
Outstanding
    
Number of
Warrants
Exercisable
    
Weighted
Average
Exercise
Price
    
Weighted
Average
Remaining
Term (in
Years)
  
Warrants to purchase Class A Common Stock
     936,100     936,100   $ 0.004     8.65  
Warrants to purchase Series B Convertible Preferred Stock
     497,010     497,010   $ 5.030     4.08  
Warrants to purchase Series D Convertible Preferred Stock
     1,476,468     1,476,468   $ 14.375     8.52  
v3.21.4
Commitments and Contingencies (Tables) - Planet Labs Inc [Member]
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Summary of future minimum lease payments under noncancelable office leases  
Future minimum lease payments under noncancelable office leases as of January 31, 2021 are as follows:
 
(in thousands)
       
2022
    $ 4,867
2023
      4,778
2024
      1,598
2025
      —    
2026
      —    
Thereafter
      —    
  
 
 
  
Total minimum lease payments
    $ 11,243
  
 
 
  
Summary of future purchase commitments under noncancelable launch service and ground station service contracts Future purchase commitments under noncancelable launch service and ground station service contracts as of October 31, 2021 as follows:
(in thousands)
    Launch      Ground Station  
Remainder of 2022
    $ 1,025    $ 669
2023
      800      2,422  
2024
      1,200      1,001  
2025
      —          693  
2026
      —          402  
Thereafter
      —          76  
  
 
 
     
 
 
  
Total purchase commitments
    $ 3,025    $ 5,263
  
 
 
     
 
 
  
 Future purchase commitments under noncancelable launch service and ground station service contracts as of January 31, 2021 are as follows:
(in thousands)
   
Launch
     
Ground
Station
  
2022
    $ 1,025    $ 1,994
2023
      —          1,773
2024
      —          579
2025
      —          416
2026
      —          226
Thereafter
      —          60
  
 
 
     
 
 
  
Total purchase commitments
    $ 1,025    $ 5,048
  
 
 
     
 
 
  
Hosting Services [Member]    
Summary of future purchase commitments under noncancelable launch service and ground station service contracts Future minimum purchase commitments under the noncancelable hosting service agreement as of October 31, 2021 are as follows:
(in thousands)
       
Remainder of 2022
    $ 6,102
2023
      25,378
2024
      28,050
2025
      30,120
2026
      31,190
Thereafter
      66,152
  
 
 
  
Total purchase commitments
    $ 186,992
  
 
 
  
 Future minimum purchase commitments under the noncancelable hosting service agreement as of January 31, 2021 is as follows:
(in thousands)
       
2022
    $ 4,400
2023
      16,300  
2024
      19,000  
2025
      20,700  
2026
      22,500  
Thereafter
      25,600  
  
 
 
  
Total purchase commitments
    $ 108,500
  
 
 
  
v3.21.4
Preferred Stock (Tables)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Planet Labs Inc [Member]    
Preferred Stock Outstanding [Line Items]    
Schedule Of Preferred Stock Outstanding
Convertible preferred stock (“preferred stock”) outstanding at October 31, 2021 and January 31, 2021, consists of the following (in thousands except for shares and per share amounts):
 
Series
   
Shares
Authorized
     
Shares
Issued and
Outstanding
     
Per Share
Liquidation
Preference
     
Aggregate
Liquidation
Preference
     
Proceeds Net
of Issuance
Costs
  
A
      30,000,000      26,072,555    $ 0.79    $ 20,522    $ 13,218
B
      15,000,000      10,314,505    $ 5.03      51,883      51,792
C
      14,436,335      13,756,905    $ 9.20      126,549      126,232
C prime
      5,563,665      4,024,175    $ 11.04      44,422      44,422
D
      40,000,000      31,514,850    $ 14.38      453,039      178,384
  
 
 
     
 
 
        
 
 
     
 
 
  
     105,000,000      85,682,990       $ 696,415    $ 414,048
  
 
 
     
 
 
        
 
 
     
 
 
  
Convertible preferred stock (“
preferred stock
”) outstanding at January 31, 2021 and 2020, consists of the following (in thousands, except for shares and per share amounts):
 
Series
   
Shares

Authorized
     
Shares

Issued and

Outstanding
     
Per Share

Liquidation

Preference
     
Aggregate

Liquidation

Preference
     
Proceeds Net

of Issuance

Costs
  
A
      30,000,000      26,072,555    $ 0.7871    $ 20,522    $ 13,218
B
      15,000,000      10,314,505      5.0301      51,883      51,792
C
      14,436,335      13,756,905      9.1989      126,549      126,232
C prime
      5,563,665      4,024,175      11.0387      44,422      44,422
D
      40,000,000      31,514,850      14.3754      453,039      178,384
  
 
 
     
 
 
        
 
 
     
 
 
  
     105,000,000      85,682,990       $ 696,415    $ 414,048
  
 
 
     
 
 
        
 
 
     
 
 
  
v3.21.4
Stock Incentive Plans (Tables) - Planet Labs Inc [Member]
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Stock Incentive Plans [Line Items]    
Summary of share based payment arrangement option activity
A summary of stock option activity under the Plan is as follows:
 
    
Options Outstanding
  
    
Number of
Options
     
Weighted
Average
Exercise
Price
     
Weighted
Average
Remaining
Term (Years)
     
Aggregate
Intrinsic
Value
(in thousands)
  
Balances at January 31, 2021
      25,620,937      $ 4.88      7.21   
Exercised
      (2,749,340 )       9.02      
Granted
      7,957,396        13.92      
Forfeited
      (1,767,093 )       5.88      
  
 
 
           
Balances at October 31, 2021
      29,061,900    $ 6.90      7.17    $ 264,080
  
 
 
           
Vested and exercisable
      17,187,395      $ 4.56      5.89    $ 196,513
A summary of stock option activity under the Plan is as follows:
 
    
Options Outstanding
  
    
Number of

Options
     
Weighted

Average

Exercise

Price
     
Weighted

Average

Remaining

Term (Years)
     
Aggregate

Intrinsic

Value

(in thousands)
  
Balances at February 1, 2019
      15,684,075    $ 3.42      7.07     
Exercised
      (111,910 )       2.36      
Granted
      6,876,680      6.01      
Forfeited
      (2,355,113 )       4.71      
  
 
 
           
Balances at January 31, 2020
      20,093,732      4.16      7.13   
Exercised
      (1,090,700 )       0.49      
Granted
      8,000,619      6.19      
Forfeited
      (1,382,714 )       5.45      
  
 
 
           
Balances at January 31, 2021
      25,620,937    $ 4.88      7.21    $ 80,964
Vested and exercisable
      15,849,747    $ 4.14      6.15    $ 61,882
Summary of Share based payment arrangement option exercise price range  
A summary of options outstanding and exercisable by price at January 31, 2021 are as follows:
 
    
Options Outstanding
     
Options Exercisable
  
Exercise Price
   
Number of

Options
     
Weighted

Average

Remaining

Contractual

Life (in Years)
     
Number of

Options
     
Weighted

Average

Remaining

Contractual

Life (in Years)
  
$0.00002
      48,995      0.64        48,995      0.64  
0.014
      187,500      0.79        187,500      0.79  
0.070
      25,000      1.46        25,000      1.46  
0.106
      545,050      2.58        545,050      2.58  
0.856
      2,218,795      3.57        2,218,795      3.57  
2.768
      1,426,495      4.25        1,426,495      4.25  
3.102
      1,445,855      4.73        1,445,855      4.73  
3.560
      1,629,030      5.21        1,629,030      5.21  
5.234
      203,765      6.01        203,765      6.01  
5.650
      2,334,810      6.40        2,125,470      6.39  
5.846
      1,802,595      7.59        1,164,672      7.57  
6.006
      5,907,345      8.52        2,283,987      8.50  
6.190
      7,845,702      9.4        2,545,133      9.26  
  
 
 
        
 
 
     
     25,620,937         15,849,747   
  
 
 
        
 
 
     
 
Schedule of share based payment award stock options valuation assumptions
The fair value of the employee stock options granted during the nine months ended October 31, 2021 and 2020 was estimated using the following assumptions:
 
    
Nine Months Ended October 31,
    
2021
   
2020
Weighted-average expected term (years)
   
2.62 - 7.32
   
5.08 - 6.65
Expected volatility
   
42.45% - 48.39%
   
42.45% - 44.28%
Risk-free interest rate
   
0.37% - 1.23%
   
0.31% - 0.46%
Dividend yield
    0.00%    0.00%
The fair value of shares vested during the year ended January 31, 2021 was $10.2 million. The fair value of the employee stock options granted during the years ended January 31, 2021 and 2020 was estimated using the following assumptions:
 
    
Year Ended January 31,
  
    
2021
    
2020
  
Weighted-average expected term (years)
     
5.02 - 6.76
      
5.08 - 6.83
  
Expected volatility
     
42.45% - 44.71
 %     
38.13% - 39.85
 % 
Risk-free interest rate
     
0.31% - 0.52
 %     
1.67% - 2.54
 % 
Dividend yield
      —         —    
Share based payment arrangement expensed and capitalized amount
Stock-based compensation expense related to options granted to employees and nonemployees was recognized as follows:
 
    
Nine Months Ended October 31,
  
(in thousands)   
        2021        
     
        2020        
  
Cost of revenue
    $ 688    $ 585
Research and development
      4,582      2,898
Sales and marketing
      1,959      1,193
General and administrative
      5,904      6,805
  
 
 
     
 
 
  
Total expense
    $ 13,133    $ 11,481
Capitalized
internal-use
software development costs
      (514 )       (392 ) 
  
 
 
     
 
 
  
Total stock-based compensation expense
    $ 12,619    $ 11,089
  
 
 
     
 
 
  
Stock-based compensation expense related to options granted to employees and nonemployees was recognized as follows:
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
     
2020
  
Cost of revenue
    $ 843    $ 788
Research and development
      4,109      2,754
Sales and marketing
      1,687      1,234
General and administrative
      7,899      1,252
  
 
 
     
 
 
  
Total expense
      14,538      6,028
Capitalized internal-use software development costs
      (526 )       (957 ) 
  
 
 
     
 
 
  
Total stock-based compensation expense
    $ 14,012    $ 5,071
  
 
 
     
 
 
  
Share based payment arrangement restricted stock unit activity
A summary of RSU activity under the Plan is as follows:
 
    
Number of
RSUs
     
Weighted
Average
Grant Date
Fair Value
  
Balances at January 31, 2021
      1,085,610    $ 6.09
Granted
      2,531,752   
Forfeited
      (132,359 )     $ 7.30
  
 
 
     
Balances at October 31, 2021
      3,485,003    $ 11.99
  
 
 
     
 
A summary of RSU activity under the Plan is as follows:
 
    
Number of

RSUs
     
Weighted

Average

Grant Date

Fair Value
  
Balances at February 1, 2019
      803,430    $ 5.985
Vested
      —          —    
Granted
      587,500      6.109
Forfeited
      (450,000 )       6.041
  
 
 
     
Balances at January 31, 2020
      940,930    $ 6.036
Vested
      —          —    
Granted
      200,000      6.470
Forfeited
      (55,320 )       5.984
  
 
 
     
Balances at January 31, 2021
      1,085,610    $ 6.091
  
 
 
     
v3.21.4
Income Taxes (Tables) - Planet Labs Inc [Member]
 12 Months Ended
Jan. 31, 2021
Summary of loss before income taxes
The components of the loss before income taxes are as follows:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
Domestic
    $ (127,599 )     $ (123,760 ) 
Foreign
      1,569      176
  
 
 
     
 
 
  
Total loss before income taxes
    $ (126,030 )     $ (123,584 ) 
  
 
 
     
 
 
  
 
Summary of provision for (benefit from) income taxes
The provision for (benefit from) income taxes consists of the following (in thousands):
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
     
2020
  
Current
      
Federal
    $ —        $ —    
State
      23      29
Foreign
      1,095      500
  
 
 
     
 
 
  
Total current tax provision
      1,118      529
  
 
 
     
 
 
  
Deferred
      
Federal
      60      —    
State
      30      —    
  
 
 
     
 
 
  
Foreign
      (135 )       (399 ) 
  
 
 
     
 
 
  
Total deferred tax benefit
      (45 )       (399 ) 
  
 
 
     
 
 
  
Income tax provision
    $ 1,073    $ 130
  
 
 
     
 
 
  
Summary of company's effective tax rates as a percentage of loss before income taxes
A reconciliation between the U.S. federal statutory income tax and the Company’s effective tax rates as a percentage of loss before income taxes is as follows:
 
    
Year Ended
January 31,
  
    
2021
    
2020
  
Provision computed at federal statutory rate
      21.0 %      21.0  % 
States taxes, net of federal benefit
      2.4       2.4  
Foreign rate differential
      (0.8 )      (1.0 ) 
Revaluation gain/loss
      (5.0 )      0.1  
Tax credits
      2.3       2.0  
Change in valuation allowance
      (21.3 )      (23.9 ) 
Other
      0.5       (0.7 ) 
  
 
 
    
 
 
  
Effective tax rate
      (0.9 )%      (0.1 )% 
  
 
 
    
 
 
  
 
Summary of company's deferred tax assets and liabilities
The components of the Company’s deferred tax assets and liabilities are as follows:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
Deferred tax assets
      
Net operating loss carryforwards
    $ 92,570    $ 78,452
Tax Credit carryforwards
      17,679      14,772
Stock-based compensation
      4,013      3,033
Deferred revenue
      5,239      10,356
Excess interest expense
      6,799      4,253
Other
      4,826      4,040
  
 
 
     
 
 
  
Total deferred tax assets
      131,126      114,906
Valuation allowance
      (126,270 )       (102,758 ) 
  
 
 
     
 
 
  
Total deferred tax assets
      4,856      12,148
Deferred tax liabilities
      
Property and equipment
      —          (6,816 ) 
Intangible assets
      (4,432 )       (4,953 ) 
  
 
 
     
 
 
  
Total deferred tax liabilities
      (4,432 )       (11,769 ) 
  
 
 
     
 
 
  
Net deferred tax assets
    $ 424    $ 379
  
 
 
     
 
 
  
Summary of net change in the total valuation allowance
The net change in the total valuation allowance is as follows:
 
    
Year Ended January 31,
  
(in thousands)
   
2021
     
2020
  
Valuation allowance, beginning of year
    $ 102,758    $ 73,155
Change in valuation allowance
      23,512      29,603
  
 
 
     
 
 
  
Valuation allowance, end of year
    $ 126,270    $ 102,758
  
 
 
     
 
 
  
Summary of company's unrecognized tax benefits
The Company’s unrecognized tax benefits are as follows:
 
    
Year Ended
January 31,
  
(in thousands)
   
2021
     
2020
  
Beginning of year
    $ 3,918    $ 3,234
Additions based on tax positions related to the current year
      796      684
  
 
 
     
 
 
  
End of year
    $ 4,714    $ 3,918
  
 
 
     
 
 
  
v3.21.4
Net Loss Per Share Attributable to Common Stockholders (Tables)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Summary of earnings per share, basic and diluted  
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
 
 
  
For the Three Months Ended
September 30, 2021
 
 
For the Nine Months Ended
September 30, 2021
 
 
  
Class A
 
 
Class B
 
 
Class A
 
 
Class B
 
Basic and diluted net income (loss) per common share:
  
      
 
      
 
      
 
      
Numerator:
  
      
 
      
 
      
 
      
Allocation of net income (loss)
  
$
(5,308,662
) 
 
$
(1,327,165
) 
 
$
(16,219,758
) 
 
$
(5,201,757
) 
Denominator:
  
      
 
      
 
      
 
      
Basic and diluted weighted average common shares outstanding
  
 
34,500,000
 
 
 
8,625,000
 
 
 
26,032,967
 
 
 
8,348,901
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per common share
  
$
(0.15
) 
 
$
(0.15
) 
 
$
(0.62
) 
 
$
(0.62
) 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Planet Labs Inc [Member]      
Summary of earnings per share, basic and diluted The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):
    
Nine Months Ended October 31,
  
    
2021
     
2020
  
Numerator:
                  
Net loss attributable to common stockholders
    $ (91,159 )     $ (89,605 ) 
Denominator:
                  
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders
      30,264,402        28,640,817  
     
Basic and diluted net loss per share attributable to common stockholders
    $ (3.01 )     $ (3.13 ) 
  The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):
 
    
Year Ended January 31,
  
    
2021
    
2020
  
Numerator:
     
Net loss attributable to common stockholders
    $ (127,103 )    $ (123,714 ) 
Denominator:
     
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders
      28,863,607     27,981,802
Basic and diluted net loss per share attributable to common stockholders
    $ (4.40 )    $ (4.42 ) 
Summary of antidilutive securities excluded from computation of earnings per share
The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:
 
    
Nine Months Ended October 31,
  
    
2021
     
2020
  
Convertible Preferred Stock
      85,682,990        85,682,990  
Warrants to purchase Series B Convertible Preferred Stock
      497,010        497,010  
Warrants to purchase Series D Convertible Preferred Stock
      1,476,468        1,476,468  
Convertible notes
      5,285,711        4,680,515  
Common stock options
      29,061,900        23,894,808  
Restricted Stock Units
      3,485,003        1,085,610  
Early exercised common stock options, subject to future vesting
      1,140,000        —    
    
 
 
     
 
 
  
       126,629,082        117,317,401  
    
 
 
     
 
 
  
 
The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:
 
    
Year Ended January 31,
  
    
2021
     
2020
  
Convertible Preferred Stock
      85,682,990      85,682,990
Warrants to purchase Series B Convertible Preferred Stock
      497,010      497,010
Warrants to purchase Series D Convertible Preferred Stock
      1,476,468      486,940
Convertible notes
      4,742,818      599,548
Common stock options
      25,620,937        20,093,732
Restricted Stock Units
      1,085,610      940,930
  
 
 
     
 
 
  
     119,105,833      108,301,150
  
 
 
     
 
 
  
v3.21.4
Class A Common Stock Subject to Possible Redemption (Tables)
 9 Months Ended
Oct. 31, 2021
Temporary Equity Disclosure [Abstract]  
Temporary Equity [Table Text Block]
The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:
 
Gross proceeds
  
$
345,000,000
 
Less:
  
      
Proceeds allocated to Public Warrants
  
 
(12,213,000
) 
Class A common stock issuance costs
  
 
(18,932,369
) 
Plus:
  
      
Accretion of carrying value to redemption value
  
 
31,145,369
 
 
  
 
 
 
Class A common stock subject to possible redemption
  
$
345,000,000
 
 
  
 
 
 
v3.21.4
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]  
Summary of financial Asset measured at fair value on recurring basis
The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy:
 
Description
  
Quoted Prices in Active
Markets
(Level 1)
 
  
Significant Other
Observable Inputs
(Level 2)
 
  
Significant Other
Unobservable Inputs
(Level 3)
 
Assets:
                           
Investments held in Trust Account—U.S. Treasury Securities (1)
    $  345,097,744      $  —        $ —    
Liabilities:
                           
Derivative warrant liabilities
    $ 13,110,000      $ —        $  21,360,000  
 
(1)
Excludes $914
 
of cash balance held within the Trust Account
Summary of fair value measurements inputs
The following table provides quantitative information regarding Level 3 f
a
ir value measurements inputs as their measurement dates:
 
 
  
As of September 30, 2021
 
Exercise price
    $ 11.50  
Stock price
    $ 9.91  
Volatility
      26.6% 
-
 45.2		 % 
Term
      5.17  
Risk-free rate
      1.0 % 
Dividend yield
      0.0 % 
Summary of change in the fair value of the derivative warrant liabilities
The change in the fair value of the derivative warrant liabilities at level 3 for the nine months ended September 30, 2021 is summarized as follows:
 
Level 3—Derivative warrant liabilities at January 1, 2021
    $ —    
Issuance of Public and Private Warrants
      35,175,000  
Change in fair value of derivative warrant liabilities
      (495,335 ) 
    
 
 
  
Level 3—Derivative warrant liabilities at March 31, 2021
    $ 34,679,665  
Transfer to Level 1
      (12,489,000 ) 
Change in fair value of derivative warrant liabilities
      (237,333 ) 
    
 
 
  
Level 3—Derivative warrant liabilities at June 30, 2021
    $ 21,953,332  
Change in fair value of derivative warrant liabilitie
s
 
 
(593,332
)
Level 3—Derivative warrant liabilities at September 30, 2021
 
$
21,360,000
 
    
 
 
  
v3.21.4
Description of Organization and Business Operations - Additional Information (Detail) - USD ($)
 1 Months Ended 9 Months Ended
Dec. 07, 2021
Oct. 31, 2021
Mar. 10, 2021
Mar. 09, 2021
Dec. 31, 2020
Sep. 30, 2021
Aug. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, units       34,500,000 34,500,000        
Initial Public Offering, price per unit       $ 10.00          
Initial Public Offering, gross proceeds       $ 345,000,000.0   $ 345,000,000      
Initial Public Offering, offering costs       19,600,000          
Initial Public Offering, deferred underwriting commissions       $ 12,100,000          
Initial Public Offering, private placement gross proceeds           8,900,000      
Cash         $ 0 $ 75,975      
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution           $ 10.00      
Business Combination required completion period after Initial Public Offering         24 months 24 months      
Franchise taxes          $ 400 $ 150,450      
Repayment of loans from related parties           1,116,142      
Class of warrants or rights warrants issued during the period units         5,333,333        
Planet Labs Inc [Member] | Credit Agreement With SVB and Hercules [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Repayment of oustanding principal,accrued interest and repayment fees of credit agreement   $ 67,100              
Subsequent Event [Member] | Planet Labs Inc [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Common and preferred stock conversion exchange ratio 1.53184                
Proceeds from conversion of equity gross $ 590,200                
Proceeds from private investment in public equity gross 252,000.0                
Payments of transaction expenses upon closing of the business combination $ 54,400                
Liquidity and Capital Resources [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Cash           76,000      
Net Working Capital           3.7      
Interest income held in Trust account           99,000      
Common Class A [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, gross proceeds           $ 345,000,000      
Common stock, par value         $ 0.0001 $ 0.0001      
Common stock, price per public share         $ 10.00 $ 10.00      
Common Class A [Member] | Planet Labs Inc [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Common stock, par value   $ 0.00002           $ 0.00002 $ 0.00002
Maximum [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Business Combination, maximum amount of interest to pay dissolution expenses         $ 100,000 $ 100,000      
Percentage of aggregate Public Shares restricted from redeem         20.00% 20.00%      
Public Shares redeemable amount limit of net tangible assets         $ 5,000,001 $ 5,000,001      
Trust Account [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, price per unit       $ 10.00          
Initial Public Offering, gross proceeds       $ 345,000,000.0          
Underwriters Over Allotment [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, units       4,500,000          
Private Placement [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, units       5,933,333          
Initial Public Offering, price per unit       $ 1.50          
Initial Public Offering, private placement gross proceeds       $ 8,900,000          
IPO [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, units       34,500,000 30,000,000        
Initial Public Offering, price per unit       $ 10.00 $ 10.00        
Initial Public Offering, gross proceeds       $ 345,000,000.0          
Initial Public Offering, offering costs       19,600,000          
Initial Public Offering, deferred underwriting commissions       $ 12,100,000          
Over-Allotment Option [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Initial Public Offering, units       4,500,000 4,500,000        
Initial Public Offering, price per unit       $ 11.50 $ 11.50        
Class of warrants or rights warrants issued during the period units         5,933,333        
Sponsor [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Contribution from the sponsor           25,000      
Proceeds from notes payable to related party current           200,000      
Advances received from related parties           791,000 $ 37,000    
Repayment of loans from related parties     $ 991,000            
Sponsor [Member] | Subsequent Event [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Advances received from related parties             $ 37,000    
Sponsor [Member] | Maximum [Member]                  
Organization Business And Basis Of Presentation [Line Items]                  
Proceeds from notes payable to related party current         $ 200,000 $ 200,000      
v3.21.4
Summary of Significant Accounting Policies - Additional Information (Detail)
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
USD ($)
shares
Oct. 31, 2021
USD ($)
Sep. 30, 2021
USD ($)
shares
Oct. 31, 2020
USD ($)
Jan. 31, 2022
USD ($)
Jan. 31, 2021
USD ($)
Day
Jan. 31, 2020
USD ($)
Day
Jun. 30, 2021
USD ($)
May 31, 2021
Mar. 31, 2021
USD ($)
Mar. 09, 2021
USD ($)
Jan. 31, 2019
USD ($)
Significant Accounting Policies [Line Items]                        
Federal depository insurance coverage limit $ 250,000   $ 250,000                  
Cash equivalents 0   $ 0                  
Restricted investments maturity     185 days                  
Unrecognized tax benefits 0   $ 0                  
Unrecognized tax benefits accrued interest and penalties 0   0                  
Accumulated deficit (1,400)   (52,544,147)         $ (45,908,320)   $ (45,671,947) $ (10,757,140)  
Net cash outflows from operations 0   3,462,261                  
Long term debt, Gross 96,000                      
Planet Labs Inc.                        
Significant Accounting Policies [Line Items]                        
Unrecognized tax benefits   $ 5,400,000       $ 4,714,000 $ 3,918,000         $ 3,234,000
Unrecognized tax benefits accrued interest and penalties   0       0 0          
Accumulated deficit   (731,064,000)       (639,905,000) (512,802,000)          
Net loss before income tax   (90,337,000)   $ (89,036,000)   (126,030,000) (123,584,000)          
Net cash outflows from operations   21,016,000   28,096,000   4,027,000 33,687,000          
Cash and cash equivalents at carrying value   58,989,000       71,183,000 21,678,000          
Long term debt, Gross   174,925,000       $ 163,856,000            
Substantial doubt about going concern, Conditions or Events           Because the Company has historically generated net losses and negative cash flows from operations, it may be unable to refinance its debt or raise sufficient capital to cause the conversion of its outstanding 2020Convertible Notes into equity securities prior to the springing maturity condition coming into effect. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.            
Restricted cash   6,100,000       $ 5,400,000            
Restricted cash, current   309,000       375,000 1,576,000          
Nonfinancial assets, Fair value   0       0 0          
Concentration risk, Credit risk, Financial instrument, Maximum exposure           70,500,000            
Depreciation   28,100,000   38,900,000   52,700,000 69,100,000          
Goodwill impairment           $ 0 0          
Threshold minimum percentage for recognition of tax benefit           50.00%            
Foreign currency gain loss for the period           $ 300,000 $ 300,000          
Number of reportable segments | Day           1 1          
Decrease in depreciation expense   13,700,000                    
Decrease in basic and diluted net loss per share attributable to common stockholders   450,000                    
Deferred offering costs capitalized within other assets   6,300,000                    
Planet Labs Inc. | Satellites [Member]                        
Significant Accounting Policies [Line Items]                        
Depreciation   $ 24,500,000   $ 34,000,000.0   $ 44,200,000 $ 58,600,000          
Planet Labs Inc. | Satellites [Member] | Retired Satellites [Member]                        
Significant Accounting Policies [Line Items]                        
Depreciation           $ 700,000 $ 2,500,000          
Planet Labs Inc. | Revenue Benchmark [Member] | Customer Concentration Risk [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage   10.00%   10.00%   10.00% 10.00%          
Planet Labs Inc. | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage           12.00% 13.00%          
Planet Labs Inc. | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage           10.00%            
Planet Labs Inc. | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage           10.00%            
Planet Labs Inc. | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage           32.00% 50.00%          
Planet Labs Inc. | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage           18.00%            
Planet Labs Inc. | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member]                        
Significant Accounting Policies [Line Items]                        
Concentration risk percentage           12.00%            
Planet Labs Inc. | Prepaid Expenses and Other Current Assets [Member]                        
Significant Accounting Policies [Line Items]                        
Restricted cash, current   $ 300,000       $ 400,000 $ 1,600,000          
Planet Labs Inc. | Money Market Funds [Member]                        
Significant Accounting Policies [Line Items]                        
Restricted cash   4,200,000       4,300,000            
Planet Labs Inc. | Deposits [Member]                        
Significant Accounting Policies [Line Items]                        
Restricted cash   300,000       200,000            
Planet Labs Inc. | Performance Guarantees Required For The Foreign Sales Activities [Member]                        
Significant Accounting Policies [Line Items]                        
Restricted cash   1,600,000       900,000            
Planet Labs Inc. | Subsequent Event [Member]                        
Significant Accounting Policies [Line Items]                        
Expected decrease in depreciation expense         $ 17,600,000              
Planet Labs Inc. | Subsequent Event [Member] | Amended LOI [Member]                        
Significant Accounting Policies [Line Items]                        
Business acquisition, Percentage of voting interests acquired                 100.00%      
Planet Labs Inc. | Two Thousand And Twenty Convertible Notes And Venture Tranche B [Member]                        
Significant Accounting Policies [Line Items]                        
Long term debt, Gross   77,100,000       77,100,000            
Planet Labs Inc. | Two Thousand And Twenty Convertible Notes [Member] | Matures June Twenty Two Two Thousand And Twenty Two [Member]                        
Significant Accounting Policies [Line Items]                        
Long term debt, Gross   71,100,000       71,100,000            
Planet Labs Inc. | Venture Tranche B [Member] | No Stated Maturity Date [Member]                        
Significant Accounting Policies [Line Items]                        
Long term debt, Gross   $ 6,000,000.0       $ 6,000,000.0            
Planet Labs Inc. | SVB Hercules Loan [Member]                        
Significant Accounting Policies [Line Items]                        
Debt instrument, Maturity date, Description   The SVB and Hercules Loan also contained a “springing maturity” provision, which accelerates the maturity date for repayment of the loan, including interest and fees to March 23, 2022, if the outstanding 2020 Convertible Notes did not convert into equity securities by such date.       The SVB and Hercules Loan also contains a “springing maturity” provision, which accelerates the maturity date for repayment of the loan, including interest and fees to March 23, 2022, if the outstanding 2020 Convertible Notes have not converted into equity securities by such date.            
Planet Labs Inc. | SVB Hercules Loan [Member] | Matures June Twenty One Two Thousand And Twenty Two [Member]                        
Significant Accounting Policies [Line Items]                        
Long term debt, Gross   $ 67,000,000.0       $ 67,000,000.0            
Maximum [Member]                        
Significant Accounting Policies [Line Items]                        
Public Shares redeemable amount limit of net tangible assets $ 5,000,001   $ 5,000,001                  
Class A Shares [Member]                        
Significant Accounting Policies [Line Items]                        
Common stock subject to possible redemption | shares 0   34,500,000                  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares     12,833,333                  
Class B Shares [Member] | Over-Allotment Option [Member]                        
Significant Accounting Policies [Line Items]                        
Common stock shares subject to forfeiture | shares 1,125,000                      
v3.21.4
Summary of Significant Accounting Policies - Schedule of the impact of the revision to the Post-IPO balance sheet (Detail) - USD ($)
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Mar. 09, 2021
Dec. 31, 2020
Dec. 14, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Total assets $ 345,649,841 $ 345,880,864 $ 346,518,868 $ 347,538,706 $ 85,750  
Total liabilities 53,193,125 46,788,321 47,189,952 13,294,983 62,150  
Class A common stock subject to possible redemption 345,000,000 345,000,000 345,000,000 345,000,000 0  
Preferred stock 0 0 0 0 0  
Additional Paid in Capital 0 0 0 0 24,137  
Retained Earnings (Accumulated Deficit) (52,544,147) (45,908,320) (45,671,947) (10,757,140) (1,400)  
Total stockholders' equity (deficit) (52,543,284) (45,907,457) (45,671,084) (10,756,277) 23,600 $ 0
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) 345,649,841 345,880,864 346,518,868 347,538,706 85,750  
As Reported [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Total assets   345,880,864 346,518,868 347,538,706    
Total liabilities   46,788,321 47,189,952 13,294,983    
Class A common stock subject to possible redemption   294,092,540 294,328,910 329,243,720    
Preferred stock   0 0 0    
Additional Paid in Capital   19,785,719 19,549,351 5,037,145    
Retained Earnings (Accumulated Deficit)   (14,787,088) (14,550,715) (38,163)    
Total stockholders' equity (deficit)   5,000,003 5,000,006 5,000,003    
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)   345,880,864 346,518,868 347,538,706    
Adjustment [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Class A common stock subject to possible redemption   50,907,460 50,671,090 15,756,280    
Preferred stock   0 0 0    
Additional Paid in Capital   (19,785,719) (19,549,351) (5,037,145)    
Retained Earnings (Accumulated Deficit)   (31,121,232) (31,121,232) (10,718,977)    
Total stockholders' equity (deficit)   (50,907,460) (50,671,090) (15,756,280)    
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)   0 0 0    
Common Class A [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Class A common stock subject to possible redemption 345,000,000          
Common stock 0 0 0 0 0  
Common Class A [Member] | As Reported [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Common stock   509 507 158    
Common Class A [Member] | Adjustment [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Common stock   (509) (507) (158)    
Common Class B [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Common stock $ 863 863 863 863 $ 863 [1],[2]  
Common Class B [Member] | As Reported [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Common stock   863 863 863    
Common Class B [Member] | Adjustment [Member]            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Common stock   $ 0 $ 0 $ 0    
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Summary of Significant Accounting Policies - Schedule of effect of the financial statement adjustments related to the restatement of cash flows (Detail) - USD ($)
 3 Months Ended 6 Months Ended
Mar. 31, 2021
Jun. 30, 2021
Error Corrections And Prior Period Adjustments Of Supplemental Disclosure Of Noncash Financing Activities Restatement [Line Items]    
Value of Class A common stock subject to possible redemption $ 0 $ 0
As Reported [Member]    
Error Corrections And Prior Period Adjustments Of Supplemental Disclosure Of Noncash Financing Activities Restatement [Line Items]    
Value of Class A common stock subject to possible redemption 294,328,910 294,092,540
Adjustment [Member]    
Error Corrections And Prior Period Adjustments Of Supplemental Disclosure Of Noncash Financing Activities Restatement [Line Items]    
Value of Class A common stock subject to possible redemption $ (294,328,910) $ (294,092,540)
v3.21.4
Summary of Significant Accounting Policies - Schedule of weighted average shares outstanding and basic and diluted earnings per common share (Detail) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Jun. 30, 2021
Sep. 30, 2021
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss $ (1,400) $ (6,635,827) $ (236,373) $ (14,549,315)   $ (21,421,515)
Weighted average shares outstanding [1],[2] 7,500,000          
Basic and diluted earnings per share $ 0.00          
Common Class A [Member]            
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss     $ (236,373) $ (14,549,315) $ (14,785,688)  
Weighted average shares outstanding   34,500,000 34,500,000 7,787,500 21,729,282 26,032,967
Basic and diluted earnings per share   $ (0.15) $ (0.01) $ (0.88) $ (0.49) $ (0.62)
Common Class A [Member] | As Reported [Member]            
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss     $ (236,373) $ (14,549,315) $ (14,785,688)  
Weighted average shares outstanding     34,500,000 7,787,500 34,500,000  
Basic and diluted earnings per share     $ 0.00 $ 0.00 $ 0.00  
Common Class A [Member] | Adjustment [Member]            
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss     $ 0 $ 0 $ 0  
Weighted average shares outstanding     0 0 (12,770,718)  
Basic and diluted earnings per share     $ (0.01) $ (0.88) $ (0.49)  
Common Class B [Member]            
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss     $ (236,373) $ (14,549,315) $ (14,785,688)  
Weighted average shares outstanding   8,625,000 8,625,000 8,625,000 8,208,564 8,348,901
Basic and diluted earnings per share   $ (0.15) $ (0.01) $ (0.88) $ (0.49) $ (0.62)
Common Class B [Member] | As Reported [Member]            
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss     $ (236,373) $ (14,549,315) $ (14,785,688)  
Weighted average shares outstanding     8,625,000 7,778,090 8,208,564  
Basic and diluted earnings per share     $ (0.03) $ (0.06) $ (1.80)  
Common Class B [Member] | Adjustment [Member]            
Error Corrections And Prior Period Adjustments Of Amounts Of Weighted Average Shares Outstanding And Basic And Diluted Earnings Per Common Share Restatement [Line Items]            
Net loss     $ 0 $ 0 $ 0  
Weighted average shares outstanding     0 846,910 0  
Basic and diluted earnings per share     $ 0.02 $ (0.82) $ 1.31  
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Summary of Significant Accounting Policies - Schedule of earnings per share, basic and diluted (Detail) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Jun. 30, 2021
Sep. 30, 2021
Denominator: Weighted average Class common stock            
Basic and diluted weighted average shares outstanding [1],[2] 7,500,000          
Basic and diluted net income (loss) per share $ 0.00          
Common Class A [Member]            
Numerator: Income allocable to Class A common stock            
Allocation of net income (loss)   $ (5,308,662)       $ (16,219,758)
Denominator: Weighted average Class common stock            
Basic and diluted weighted average shares outstanding   34,500,000 34,500,000 7,787,500 21,729,282 26,032,967
Basic and diluted net income (loss) per share   $ (0.15) $ (0.01) $ (0.88) $ (0.49) $ (0.62)
Common Class B [Member]            
Numerator: Income allocable to Class A common stock            
Allocation of net income (loss)   $ (1,327,165)       $ (5,201,757)
Denominator: Weighted average Class common stock            
Basic and diluted weighted average shares outstanding   8,625,000 8,625,000 8,625,000 8,208,564 8,348,901
Basic and diluted net income (loss) per share   $ (0.15) $ (0.01) $ (0.88) $ (0.49) $ (0.62)
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Summary of Significant Accounting Policies - Schedule A reconciliation of the Company's cash and cash equivalents in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Cash and cash equivalents $ 58,989 $ 71,183 $ 21,678
Restricted cash, current 309 375 1,576
Restricted cash, non-current 5,749 4,982 4,485
Total cash, cash equivalents and restricted cash $ 65,047 $ 76,540 $ 27,739
v3.21.4
Summary of Significant Accounting Policies - Schedule of the change in the Company's allowance for doubtful accounts (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Balance, beginning of year $ 843 $ 5,300
Charges 823 649
Write-offs (619) (4,702)
Other 168 (404)
Balance, end of year $ 1,215 $ 843
v3.21.4
Summary of Significant Accounting Policies - Schedule of Depreciation is computed once an asset is placed in service using the straight-line method over the estimated useful life of the asset (Detail) - Planet Labs Inc [Member]
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Computer equipment and purchased software    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 3 years 3 years
Office furniture, equipment and fixtures    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 5 years 5 years
Satellites | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 9 years 6 years
Satellites | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 2 years 2 months 12 days 2 years 6 months
Ground stations and ground station equipment    
Property, Plant and Equipment [Line Items]    
Leasehold improvements lesser of useful life orterm of lease  
Ground stations and ground station equipment | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 10 years 10 years
Ground stations and ground station equipment | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 3 years 3 years
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Leasehold improvements   lesser of useful life or term of lease
v3.21.4
Summary of Significant Accounting Policies - Schedule of Amortization is recorded over the estimated useful lives of the assets on a straight-line basis (Detail) - Planet Labs Inc [Member]
 12 Months Ended
Jan. 31, 2021
Developed technology  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 days
Imagery library  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 3 days
Customer relationships  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 days
Trade names and other | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 7 days
Trade names and other | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 days
v3.21.4
Revenue - Additional Information (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Millions
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Disaggregation of Revenue [Line Items]        
Revenue remaining performance obligation $ 154.8   $ 145.4  
Deferred revenue 55.0   72.7  
Non Cancelable Contract Revenue $ 99.8   $ 72.7  
Revenue remaining performance obligation percentage 68.00% 92.00% 82.00% 59.00%
Amortization of deferred sales commissions $ 1.7 $ 1.3 $ 1.9 $ 1.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-31        
Disaggregation of Revenue [Line Items]        
Revenue remaining performance obligation expected timing of satisfaction period       12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-31        
Disaggregation of Revenue [Line Items]        
Revenue remaining performance obligation expected timing of satisfaction period   24 months    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-31        
Disaggregation of Revenue [Line Items]        
Revenue remaining performance obligation expected timing of satisfaction period     24 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-31        
Disaggregation of Revenue [Line Items]        
Revenue remaining performance obligation expected timing of satisfaction period 12 months      
Customer Concentration Risk [Member] | Revenue Benchmark [Member]        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 10.00% 10.00% 10.00% 10.00%
Deferred Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Contract with customer liability revenue recognized $ 35.3 $ 33.9 $ 34.7 $ 35.1
Deferred Sales [Member]        
Disaggregation of Revenue [Line Items]        
Deferred sales commission $ 1.2 $ 2.5 $ 3.0 $ 0.3
v3.21.4
Revenue - Schedule Of Disaggregation Of Revenues (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Disaggregation of Revenue [Line Items]        
Total revenue $ 94,063 $ 82,887 $ 113,168 $ 95,736
United States [Member]        
Disaggregation of Revenue [Line Items]        
Total revenue 39,293 44,219 61,471 54,857
Norway [Member]        
Disaggregation of Revenue [Line Items]        
Total revenue 10,914 98    
Canada [Member]        
Disaggregation of Revenue [Line Items]        
Total revenue 6,476 14,171 15,910 16,678
Rest of world [Member]        
Disaggregation of Revenue [Line Items]        
Total revenue $ 37,380 $ 24,399 $ 35,787 $ 24,201
v3.21.4
Revenue - Schedule Of Deferred Commission (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Deferred commission, current $ 1,206 $ 1,030 $ 1,534
Deferred commission, non-current 1,102 1,697 102
Total deferred commission $ 2,308 $ 2,727 $ 1,636
v3.21.4
Initial Public Offering - Additional Information (Detail) - USD ($)
 1 Months Ended 9 Months Ended
Mar. 09, 2021
Dec. 31, 2020
Sep. 30, 2021
Initial Public Offering [Line Items]      
Initial Public Offering, units 34,500,000 34,500,000  
Initial Public Offering, price per unit $ 10.00    
Initial Public Offering, gross proceeds $ 345,000,000.0   $ 345,000,000
Initial Public Offering, offering costs 19,600,000    
Initial Public Offering, deferred underwriting commissions $ 12,100,000    
IPO [Member]      
Initial Public Offering [Line Items]      
Initial Public Offering, units 34,500,000 30,000,000  
Initial Public Offering, price per unit $ 10.00 $ 10.00  
Initial Public Offering, gross proceeds $ 345,000,000.0    
Initial Public Offering, offering costs 19,600,000    
Initial Public Offering, deferred underwriting commissions $ 12,100,000    
Over-Allotment Option [Member]      
Initial Public Offering [Line Items]      
Initial Public Offering, units 4,500,000 4,500,000  
Initial Public Offering, price per unit $ 11.50 $ 11.50  
v3.21.4
Fair Value of Financial Assets and Liabilities - Schedule of Assets and Liabilities Measured on Recurring Basis at Fair Value (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Assets      
Restricted cash: money market funds $ 5,749 $ 4,982 $ 4,485
Liabilities      
Preferred stock warrant liability 14,047 11,359 3,849
Fair Value, Recurring [Member] | Level 1 [Member]      
Assets      
Cash equivalents: money market funds 37,535 50,449 13,991
Restricted cash: money market funds 5,875 5,165 5,886
Total assets 43,410 55,614 19,877
Fair Value, Recurring [Member] | Level 3 [Member]      
Liabilities      
Convertible notes 109,953 101,212 10,804
Preferred stock warrant liability 14,047 11,359 3,849
Total liabilities $ 124,000 $ 112,571 $ 14,653
v3.21.4
Fair Value of Financial Assets and Liabilities - Schedule of Quantitative Information Associated with Fair Value Measurements (Detail) - Planet Labs Inc [Member]
$ in Thousands
Oct. 31, 2021
USD ($)
yr
Jan. 31, 2021
USD ($)
yr
Jan. 31, 2020
USD ($)
yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Preferred Stock Warrant Liability Current | $ $ 14,047 $ 11,359 $ 3,849
Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible Debt, Fair Value Disclosures | $   $ 101,212 $ 10,804
Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input     2.0
Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Option Volatility [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   35.00  
Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   16.00 27.6
Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   0.06 1.6
Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Preferred Stock Warrant Liability Current | $   $ 11,359 $ 3,849
Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input     2.0
Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Option Volatility [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   60.00 60.0
Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input     25.0
Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input     1.6
Black Scholes Method [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Preferred Stock Warrant Liability Current | $ $ 14,047    
Black Scholes Method [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input 8.4    
Black Scholes Method [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Option Volatility [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input 60    
Black Scholes Method [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input 0    
Black Scholes Method [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input 1.49    
Valuation, Market Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Probabilityof Conversion uponBusiness Combination [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible Debt, Fair Value Disclosures | $ $ 109,953    
Debt Instrument, Measurement Input 100    
Valuation, Market Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Discount For Lack Of Marketability [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input 5    
Maximum [Member] | Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   5  
Maximum [Member] | Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   5  
Maximum [Member] | Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   1.75  
Maximum [Member] | Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   17  
Minimum [Member] | Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   0.2  
Minimum [Member] | Valuation Technique Probability Weighted [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   0.2  
Minimum [Member] | Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   0.5  
Minimum [Member] | Valuation Technique, Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Debt Instrument, Measurement Input   10  
v3.21.4
Fair Value of Financial Assets and Liabilities - Schedule Fair Value Liabilities Measured on Recurring Basis Reconciliation (Detail) - Planet Labs Inc [Member] - Level 3 [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Convertible Notes [Member]        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]        
Beginning balance, Fair Value $ 101,212 $ 10,804 $ 10,804 $ 0
Issuance   68,528 68,529 10,963
Change in fair value 8,741 15,346 25,139 (159)
Extinguishment   (3,260) (3,260)  
Ending balance, Fair Value 109,953 91,418 101,212 10,804
Preferred Stock Warrant Liability [Member]        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]        
Beginning balance, Fair Value 11,359 3,849 3,849 3,897
Issuance   2,596 2,596 0
Change in fair value 2,688 1,167 4,914 (48)
Extinguishment   0 0  
Ending balance, Fair Value $ 14,047 $ 7,612 $ 11,359 $ 3,849
v3.21.4
Business Combination - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Mar. 11, 2019
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Net Assets Acquired          
Goodwill $ 13,296 $ 88,393 $ 88,393 $ 88,393 $ 75,097
Identifiable intangible assets acquired          
Other assets, net 36        
Property and equipment 70        
Net working capital acquired, net of cash acquired (1,603)        
Total purchase consideration 17,229        
Customer Relationships [Member]          
Identifiable intangible assets acquired          
Intangible assets 2,680        
Developed Technology Rights [Member]          
Identifiable intangible assets acquired          
Intangible assets 1,270        
Trademarks and Trade Names [Member]          
Identifiable intangible assets acquired          
Intangible assets $ 1,480        
v3.21.4
Business Combination - Additional Information (Detail) - Planet Labs Inc [Member] - USD ($)
 12 Months Ended
Mar. 11, 2019
Jan. 31, 2021
Jan. 31, 2020
Business Acquisition [Line Items]      
Business combination, Consideration transferred $ 17,229,000    
Boundless Acquisition [Member]      
Business Acquisition [Line Items]      
Business combination, Consideration transferred 17,200    
Payments to acquire businesses, Net of cash acquired 2,500    
Business combination, Consideration transferred, Equity interests issued and issuable 2,500    
Business acquisition, Goodwill, Expected tax deductible amount 0    
Business combination, Acquisition related costs 1,100   $ 200
Business combination, Revenue of Acquiree included in operating results, Actual   $ 1,400 4,300
Business combination, Net income loss from operations of Acquiree included in operating results, Actual   $ 400 $ 300
Series D Convertible Preferred Stock [Member] | Boundless Acquisition [Member]      
Business Acquisition [Line Items]      
Payments to acquire businesses, Net of cash acquired 14,800    
Business combination, Consideration transferred, Equity interests issued and issuable $ 14,800    
Business acquisition, Share price $ 14.38    
v3.21.4
Balance Sheet Components - Summary of Property Plant and Equipment (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross $ 348,256 $ 343,599 $ 354,327
Less: Accumulated depreciation (210,245) (183,744) (167,732)
Total property and equipment, net 138,011 159,855 186,595
Satellites      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross 306,989 302,577 314,097
Leasehold improvements      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross 15,448 15,630 15,537
Ground stations and ground station equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross 12,648 12,560 12,196
Office furniture, equipment and fixtures      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross 5,077 4,995 4,909
Computer equipment and purchased software      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross $ 8,094 $ 7,837 $ 7,588
v3.21.4
Balance Sheet Components - Summary of Property Plant and Equipment (Parenthetical) (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross $ 348,256 $ 343,599 $ 354,327
Satellites [Member]      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross 306,989 302,577 314,097
In Process And Not In Service [Member] | Satellites [Member]      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, Gross $ 9,100 $ 13,300 $ 48,800
v3.21.4
Balance Sheet Components - Summary of Long Lived Assets Geographic Areas (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]      
Property and equipment, net $ 138,011 $ 159,855 $ 186,595
United States [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Property and equipment, net   156,537 184,973
Rest of the world      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Property and equipment, net   $ 3,318 $ 1,622
v3.21.4
Balance Sheet Components - Schedule of Capitalized Computer Software (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Balance Sheet Components [Line Items]      
Capitalized internal-use software $ 35,370 $ 32,425 $ 28,045
Less: Accumulated amortization (24,897) (20,431) (13,553)
Capitalized computer software net $ 10,473 $ 11,994 $ 14,492
v3.21.4
Balance Sheet Components - Schedule of Capitalized Computer Software Future Amortization Expense (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Balance Sheet Components [Line Items]      
2022   $ 5,193  
2023   2,361  
2024   2,102  
2025   1,629  
2026   709  
Amortization expense $ 10,473 $ 11,994 $ 14,492
v3.21.4
Balance Sheet Components - Schedule of Intangible Assets and Goodwill (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Mar. 11, 2019
Jan. 31, 2019
Schedule Of Intangible Assets And Goodwill [Line Items]          
Gross Carrying Amount $ 27,088 $ 26,535 $ 25,801    
Accumulated Amortization (22,339) (21,005) (18,506)    
Foreign Currency Translation 83 143 205    
Net Carrying Amount 4,832 5,673 7,500    
Goodwill, Gross 86,587 86,587 86,587    
Goodwill, Foreign Currency Translation Gain (Loss) 1,806 1,806 1,806    
Goodwill 88,393 88,393 88,393 $ 13,296 $ 75,097
Developed Technology Rights [Member]          
Schedule Of Intangible Assets And Goodwill [Line Items]          
Gross Carrying Amount 8,070 8,070 8,070    
Accumulated Amortization (7,311) (6,869) (6,283)    
Foreign Currency Translation (9) (9) (9)    
Net Carrying Amount 750 1,192 1,778    
Film Libraries [Member]          
Schedule Of Intangible Assets And Goodwill [Line Items]          
Gross Carrying Amount 11,983 11,430 10,756    
Accumulated Amortization (10,449) (10,203) (9,400)    
Foreign Currency Translation 44 104 167    
Net Carrying Amount 1,578 1,331 1,523    
Customer Relationships [Member]          
Schedule Of Intangible Assets And Goodwill [Line Items]          
Gross Carrying Amount 3,280 3,280 3,280    
Accumulated Amortization (2,017) (1,615) (1,003)    
Foreign Currency Translation 9 9 8    
Net Carrying Amount 1,272 1,674 2,285    
Trademarks and Trade Names [Member]          
Schedule Of Intangible Assets And Goodwill [Line Items]          
Gross Carrying Amount 3,755 3,755 3,695    
Accumulated Amortization (2,562) (2,318) (1,820)    
Foreign Currency Translation 39 39 39    
Net Carrying Amount $ 1,232 $ 1,476 $ 1,914    
v3.21.4
Balance Sheet Components - Schedule of finite lived intangible assets, future amortization expense (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
2022   $ 1,848  
2023   1,579  
2024   1,509  
2025   367  
2026   90  
Thereafter   280  
Total $ 4,832 $ 5,673 $ 7,500
v3.21.4
Balance Sheet Components - Summary of Deferred costs, capitalized, prepaid, and other assets (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
R&D funding receivables $ 7,705 $ 0  
Prepaid tax and withholding tax receivables 1,030 1,761 $ 2,641
Prepaid satellite launch services 2,480 0 1,818
Deferred commissions 1,206 1,030 1,534
Deposits 727 667 757
Restricted cash 309 375 1,576
Other prepayments and receivables 5,611 3,301 2,592
Total prepaid expenses and other current assets $ 19,068 $ 7,134 $ 10,918
v3.21.4
Balance Sheet Components - Schedule of goodwill (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Beginning of period $ 88,393 $ 75,097
Acquisition 0 13,296
End of period $ 88,393 $ 88,393
v3.21.4
Balance Sheet Components - Schedule of other assets, noncurrent (Detail) - USD ($)
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Dec. 31, 2020
Jan. 31, 2020
Deferred offering costs   $ 0   $ 85,750  
Planet Labs Inc [Member]          
Deferred offering costs $ 6,260,000   $ 0    
Deferred commissions 1,102,000   1,697,000   $ 102,000
Prepaid satellite launch services 1,473,000   772,000   722,000
Other non-current assets 142,000   515,000   379,000
Total other non-current assets $ 8,977,000   $ 2,984,000   $ 1,203,000
v3.21.4
Balance Sheet Components - Accounts Payable and Accrued Liabilities Disclosure (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Deferred R&D service liability  $ 13,179 $ 8,208 $ 0
Payroll and related expenses 3,873 3,229 2,248
Customer payable  0 10,000 7,254
Deferred hosting costs 3,890 2,301 0
Deferred rent 2,160 2,215 2,183
Deferred offering costs 1,129 0  
Accrued interest payable 616 616 474
Withholding taxes and other taxes payable 967 841 1,664
Other accruals 2,828 2,785 4,933
Total accrued and other current liabilities $ 28,642 [1] $ 30,195 [1],[2] $ 18,756 [2]
[1] Balance includes related-party transactions entered into with Google. See Note 10.
[2] Balance includes related-party transactions entered into with Google, LLC (“Google”). See Note 11.
v3.21.4
Balance Sheet Components - Accounts Payable and Accrued Liabilities Disclosure (Parenthetical) (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Deferred research and development, Service liability, Current   $ 13,179 $ 8,208 $ 0
RD Services Agreement [Member]        
Research and development arrangement, Face amount of fee provided $ 40,200      
Research and development arrangement, Milestone period for fee provided 3 years      
Proceeds from fees received     8,300  
Research and development arrangement, Contract to perform for others, Costs incurred, Gross   $ 7,700 $ 0  
v3.21.4
Balance Sheet Components - Additional Information (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Depreciation $ 28,100 $ 38,900 $ 52,700 $ 69,100
Capitalized computer software, Interest expense 0 0 0 0
Capitalized computer software, Amortization 4,500 5,500 7,100 5,300
Goodwill and intangible asset impairment 0 0 0 0
Amortization of intangible assets 1,300 1,900 $ 2,400 $ 3,200
UNITED STATES | Property, Plant and Equipment [Member] | Geographic Concentration Risk [Member]        
Concentration risk, Percentage     10.00% 10.00%
Satellites [Member]        
Interest expense, Other 0 0 $ 0 $ 0
Depreciation $ 24,500 $ 34,000 $ 44,200 $ 58,600
v3.21.4
Commitments and Contingencies - Summary of future minimum lease payments under noncancelable office leases (Detail) - Planet Labs Inc [Member]
$ in Thousands
Jan. 31, 2021
USD ($)
2022 $ 4,867
2023 4,778
2024 1,598
2025 0
2026 0
Thereafter 0
Total minimum lease payments $ 11,243
v3.21.4
Commitments and Contingencies - Summary of future purchase commitments under noncancelable launch service and ground station service contracts (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Oct. 31, 2021
Jan. 31, 2021
Launch Services [Member]    
Purchase Commitment, Excluding Long-term Commitment [Line Items]    
Remainder of 2022 $ 1,025 $ 1,025
2023 800 0
2024 1,200 0
2025 0 0
2026 0 0
Thereafter 0 0
Total purchase commitments 3,025 1,025
Ground Station Services [Member]    
Purchase Commitment, Excluding Long-term Commitment [Line Items]    
Remainder of 2022 669 1,994
2023 2,422 1,773
2024 1,001 579
2025 693 416
2026 402 226
Thereafter 76 60
Total purchase commitments 5,263 5,048
Hosting Services [Member]    
Purchase Commitment, Excluding Long-term Commitment [Line Items]    
Remainder of 2022 6,102 4,400
2023 25,378 16,300
2024 28,050 19,000
2025 30,120 20,700
2026 31,190 22,500
Thereafter 66,152 25,600
Total purchase commitments $ 186,992 $ 108,500
v3.21.4
Commitments and Contingencies - Additional Information (Detail) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Mar. 09, 2021
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Underwriting discount   $ 0.20   $ 0.20      
Underwriting discount aggregate amount   $ 6,000,000.0   $ 6,900,000      
Additional fee per unit   $ 0.35   $ 0.35      
Deferred underwriting commissions in connection with the initial public offering   $ 10,500,000   $ 12,100,000      
Stock Issued During Period, Shares, New Issues 34,500,000 34,500,000          
Planet Labs Inc [Member]              
Lessee, operating lease, description     The Company leases office space under various noncancelable operating leases with varying lease expiration dates through 2024.     The Company leases office space under various noncancelable operating leases with varying lease expiration dates through 2024.  
Lessee, operating lease, option to extend     Certain leases contain renewal options for the Company to extend the lease term and escalation clauses.     Certain leases contain renewal options for the Company to extend the lease term and escalation clauses.  
Operating leases, Rent expense, Sublease rentals     $ 200,000   $ 700,000 $ 1,300,000 $ 1,300,000
Operating leases, Rent expense, Net     $ 2,300,000   $ 2,200,000 3,000,000.0 $ 3,800,000
Planet Labs Inc [Member] | Indemnification Agreement [Member]              
Litigation settlement, Expense           0  
Loss contingency accrual           $ 0  
Planet Labs Inc [Member] | Hosting Services [Member]              
Minimum purchase commitment, End date     Jan. 31, 2028     Feb. 19, 2027  
Over-Allotment Option [Member]              
Underwriting discount aggregate amount   $ 6,900,000          
Deferred underwriting commissions in connection with the initial public offering   $ 12,100,000          
Stock Issued During Period, Shares, New Issues 4,500,000 4,500,000          
v3.21.4
Debt, Convertible Notes, and Warrants - Summary of Interest Expense (Detail) - Planet Labs Inc. - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Debt Instruments [Line Items]        
Contractual interest coupon $ 5,422 $ 4,869 $ 6,697 $ 5,554
Amortization of debt issuance costs 679 583 811 402
Amortization of debt discounts 1,649 1,383 1,939 990
Debt extinguishment (gain) loss 0 (673) (673) 11,529
Total interest expense and extinguishment (gain) loss $ 7,750 $ 6,162 $ 8,774 $ 18,475
v3.21.4
Debt, Convertible Notes, and Warrants - Summary of the Company's Debt Balance And Outstanding (Detail) - USD ($)
 9 Months Ended 12 Months Ended
Jun. 05, 2020
Jun. 21, 2019
Oct. 31, 2021
Jan. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]          
Net Carrying Value Long-term         $ 96,000
Planet Labs Inc.          
Debt Instrument [Line Items]          
Net Carrying Value Long-term     $ 174,925,000 $ 163,856,000  
Net Carrying Value Principal Balance     6,035,000 6,035,000  
Planet Labs Inc. | Venture Tranche B [Member]          
Debt Instrument [Line Items]          
Net Carrying Value Current     7,841,000 8,244,000  
Net Carrying Value Long-term        
Net Carrying Value Principal Balance     $ 6,035,000 6,035,000  
Contractual Interest Rate        
Planet Labs Inc. | 2020 Convertible Notes [Member]          
Debt Instrument [Line Items]          
Net Carrying Value Current     $ 102,112,000    
Net Carrying Value Long-term     92,968,000  
Net Carrying Value Principal Balance     $ 71,125,000 $ 71,125,000  
Contractual Interest Rate     6.00% 6.00%  
Maturity Date     Jun. 22, 2022 Jun. 22, 2022  
Planet Labs Inc. | SVB & Hercules Loan [Member]          
Debt Instrument [Line Items]          
Net Carrying Value Current     $ 64,972,000    
Net Carrying Value Long-term     $ 62,644,000  
Net Carrying Value Principal Balance $ 15,000,000 $ 50,000,000 $ 66,950,000 $ 66,950,000  
Contractual Interest Rate 11.00% 11.00% 11.00% 11.00%  
Maturity Date Jun. 21, 2022 Jun. 30, 2022 Jun. 21, 2022 Jun. 21, 2022  
v3.21.4
Debt, Convertible Notes, and Warrants - Summary of Future Payments Related To Loan Principal Amounts (Detail) - USD ($)
Oct. 31, 2021
Jan. 31, 2021
Dec. 31, 2020
Maturities of Long-term Debt [Line Items]      
Net carrying value of debt     $ 96,000
Planet Labs Inc.      
Maturities of Long-term Debt [Line Items]      
2022 $ 0    
2022 / 2023 138,075,000 $ 0  
2023 / 2024 0 138,075,000  
2024 / 2025 0 0  
2025 / 2026 0 0  
2026   0  
Total loan principal due 138,075,000 138,075,000  
Add: Venture Tranche B, principal balance 6,035,000 6,035,000  
Add : Change in fair value of liabilities 35,390,000 26,648,000  
Less: Amount representing discount accretion and warrant issued (4,575,000) (6,902,000)  
Net carrying value of debt $ 174,925,000 $ 163,856,000  
v3.21.4
Debt, Convertible Notes, and Warrants - Summary of Company's Debt And Convertible Note Agreements And Outstanding (Detail) - $ / shares
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Dec. 31, 2020
Class of Warrant or Right [Line Items]      
Weighted Average Exercise Price     $ 11.50
Planet Labs Inc. | Warrants to purchase Class A Common Stock [Member]      
Class of Warrant or Right [Line Items]      
Number of Warrants Outstanding 936,100 936,100  
Number of Warrants Exercisable 936,100 936,100  
Weighted Average Exercise Price $ 0.004 $ 0.004  
Weighted Average Remaining Term (in Years) 7 years 10 months 24 days 8 years 7 months 24 days  
Planet Labs Inc. | Warrants to purchase Series B Convertible Preferred Stock [Member]      
Class of Warrant or Right [Line Items]      
Number of Warrants Outstanding 497,010 497,010  
Number of Warrants Exercisable 497,010 497,010  
Weighted Average Exercise Price $ 5.030 $ 5.030  
Weighted Average Remaining Term (in Years) 3 years 3 months 29 days 4 years 29 days  
Planet Labs Inc. | Warrants to purchase Series D Convertible Preferred Stock [Member]      
Class of Warrant or Right [Line Items]      
Number of Warrants Outstanding 1,476,468 1,476,468  
Number of Warrants Exercisable 1,476,468 1,476,468  
Weighted Average Exercise Price $ 14.375 $ 14.375  
Weighted Average Remaining Term (in Years) 7 years 9 months 7 days 8 years 6 months 7 days  
v3.21.4
Debt, Convertible Notes, and Warrants - Additional Information (Venture Loans) (Detail) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
May 31, 2018
May 31, 2017
Nov. 30, 2014
Mar. 31, 2020
Jun. 30, 2019
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Mar. 09, 2021
Dec. 31, 2020
Shares Issued, Price Per Share                   $ 10.00  
Long-term Debt, Gross                     $ 96,000
Planet Labs Inc [Member]                      
Debt Instrument, Face Amount           $ 6,035,000   $ 6,035,000      
Debt Discount (Premium)           1,649,000 $ 1,383,000 1,939,000 $ 990,000    
Proceeds from Issuance of Secured Debt     $ 25,000,000.0                
Long-term Debt, Gross           174,925,000   163,856,000      
Gain (Loss) on Extinguishment of Debt           $ 0 $ 673,000 673,000 $ (11,529,000)    
Planet Labs Inc [Member] | Tranche B [Member]                      
Debt Discount (Premium)         $ 500,000            
Repayments of Debt         49,000,000.0            
Long-term Debt, Gross         8,600,000            
Long-term Debt, Fair Value         11,000,000.0     $ 11,000,000.0      
Gain (Loss) on Extinguishment of Debt         11,500,000            
Planet Labs Inc [Member] | First Secured Term Loan Agreement [Member]                      
Proceeds from Issuance of Secured Debt     $ 12,500,000                
Debt Instrument, Maturity Date     Nov. 30, 2021                
Planet Labs Inc [Member] | Second Secured Term Loan Agreement [Member]                      
Proceeds from Issuance of Secured Debt     $ 12,500,000                
Debt Instrument, Maturity Date     Aug. 31, 2022                
Planet Labs Inc [Member] | Two Thousand Seventeen Loan Agreements [Member]                      
Debt Instrument, Face Amount     $ 25,000,000.0                
Debt Discount (Premium) $ 600,000 $ 600,000                  
Proceeds from Issuance of Secured Debt     25,000,000.0                
Repayments of Debt       $ 25,000,000.0 $ 25,000,000.0            
Planet Labs Inc [Member] | Common Stock [Member] | Two Thousand Seventeen Loan Agreements [Member]                      
Shares Issued, Price Per Share   $ 14.3754                  
Planet Labs Inc [Member] | Venture Loans [Member]                      
Debt Instrument, Face Amount     $ 25,000,000.0                
Debt Instrument, Interest Rate, Stated Percentage     11.00%                
Debt Discount (Premium)     $ 600,000                
Planet Labs Inc [Member] | Venture Loans [Member] | Common Stock [Member]                      
Shares Issued, Price Per Share     $ 14.3754                
Planet Labs Inc [Member] | Venture Loans [Member] | Prime Type Interest Rate [Member]                      
Debt Instrument, Interest Rate, Stated Percentage     7.75%                
Planet Labs Inc [Member] | Venture Loans [Member] | Minimum Type Interest Rate [Member]                      
Debt Instrument, Interest Rate, Stated Percentage     11.00%                
Planet Labs Inc [Member] | Two Thousand Seveteen Loans [Member]                      
Debt Instrument, Face Amount     $ 25,000,000.0                
Debt Instrument, Interest Rate, Stated Percentage     11.00%                
Series B Convertible Preferred Stock [Member] | Planet Labs Inc [Member] | Two Thousand Seventeen Loan Agreements [Member]                      
Class of Warrant or Right, Number of Securities Called by Warrants or Rights 243,470 243,470                  
Series B Convertible Preferred Stock [Member] | Planet Labs Inc [Member] | Venture Loans [Member]                      
Class of Warrant or Right, Number of Securities Called by Warrants or Rights     497,010                
v3.21.4
Debt, Convertible Notes, and Warrants - Additional Information (Venture Loan Amendment) (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 1 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2019
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Jun. 21, 2019
Debt instrument, Face amount   $ 6,035   $ 6,035    
Gain (Loss) on Extinguishment of Debt   $ 0 $ 673 673 $ (11,529)  
Tranche A [Member] | Venture Loan Amendment [Member]            
Debt instrument, Face amount           $ 49,000
Tranche B [Member]            
Long-term Debt, Fair Value $ 11,000     11,000    
Repayments of Debt 49,000          
Gain (Loss) on Extinguishment of Debt $ 11,500          
Tranche B [Member] | Venture Loan Amendment [Member]            
Debt instrument, Face amount           8,600
Contract with Customer, Liability           4,300
Long-term Debt, Fair Value           $ 10,900
Repayments of Debt       2,600    
Gain (Loss) on Extinguishment of Debt       $ 700    
v3.21.4
Debt, Convertible Notes, and Warrants - Additional Information (SVB and Hercules Loan) (Detail) - USD ($)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jun. 05, 2020
Jun. 21, 2019
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Sep. 30, 2021
Dec. 31, 2020
Aug. 18, 2020
Class of warrants, exercise price per share                 $ 11.50  
Planet Labs Inc [Member]                    
Debt instrument, Face amount $ 6,035,000     $ 6,035,000   $ 6,035,000        
Debt Discount (Premium)       1,649,000 $ 1,383,000 1,939,000 $ 990,000      
Planet Labs Inc [Member] | Credit Agreement With SVB and Hercules [Member]                    
Repayments of Debt 67,100                  
Planet Labs Inc [Member] | Svb and Hercules Loan [Member]                    
Debt instrument, Face amount $ 66,950,000 $ 15,000,000 $ 50,000,000 $ 66,950,000   $ 66,950,000        
Debt Instrument, Interest Rate, Stated Percentage 11.00% 11.00% 11.00% 11.00%   11.00%        
Debt Instrument, Maturity Date   Jun. 21, 2022 Jun. 30, 2022 Jun. 21, 2022   Jun. 21, 2022        
Repayments of Secured Debt   $ 2,600,000 $ 49,000,000.0              
Payments of Loan Costs     300,000              
Accured Loan Fee Payable     1,500,000              
Debt Discount (Premium)   $ 1,600,000 4,200,000              
Percentage of face value on secured loan   30.00%                
Debt Instrument, Fee Amount   $ 600,000 $ 1,800,000              
Planet Labs Inc [Member] | Svb and Hercules Loan [Member] | Credit Agreement With SVB and Hercules [Member]                    
Repayments of Debt $ 67,100,000                  
Planet Labs Inc [Member] | Svb and Hercules Loan [Member] | Prime Type Interest Rate [Member]                    
Debt Instrument, Interest Rate, Stated Percentage     5.50%              
Planet Labs Inc [Member] | Svb and Hercules Loan [Member] | Minimum Type Interest Rate [Member]                    
Debt Instrument, Interest Rate, Stated Percentage     11.00%              
Common Class A [Member]                    
Class of warrant or right, Number of securities called by warrants or rights               12,833,333    
Class of warrants, exercise price per share                   $ 11.50
Common Class A [Member] | Planet Labs Inc [Member] | Svb and Hercules Loan [Member]                    
Class of warrant or right, Number of securities called by warrants or rights   250,780 685,320              
Class of warrants, exercise price per share     $ 0.00002              
Class of Warrant or Right, Which Warrants or Rights Exercisable Expired Date   2030-06 2029-06              
v3.21.4
Debt, Convertible Notes, and Warrants - Additional Information (2020 Convertible Notes) (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Dec. 31, 2020
Class of warrants, exercise price per share     $ 11.50
Planet Labs Inc [Member]      
Debt Instrument, Face Amount $ 6,035 $ 6,035  
Planet Labs Inc [Member] | 2020 Convertible Notes [Member]      
Debt Instrument, Interest Rate, Stated Percentage 6.00% 6.00%  
Debt Instrument, Maturity Date Jun. 22, 2022 Jun. 22, 2022  
Debt Instrument, Face Amount $ 71,125 $ 71,125  
Percentage of original principal amount on convertible notes   20.00%  
Percentage of Repaying Outstanding Principal Accrued Interest   200.00%  
Planet Labs Inc [Member] | 2020 Convertible Notes [Member] | Next Equity Financing [Member]      
Proceeds from Convertible Debt   $ 75,000  
Percentage of Share price received from investors in Next Equity Financing   80.00%  
Capitalization, Long-term Debt and Equity   $ 2,500,000  
Planet Labs Inc [Member] | 2020 Convertible Notes [Member] | Non-Qualified Financing Conversion [Member]      
Percentage of Share price received from investors in Next Equity Financing   80.00%  
Series D Convertible Preferred Stock [Member] | Planet Labs Inc [Member] | 2020 Convertible Notes [Member]      
Class of warrants, exercise price per share   $ 14.37544  
Class of warrant or right, Number of securities called by warrants or rights   989,528  
v3.21.4
Common Stock - Additional Information (Detail)
$ in Thousands
 1 Months Ended 9 Months Ended 12 Months Ended
Mar. 04, 2021
Aug. 12, 2019
Dec. 31, 2020
Oct. 31, 2021
USD ($)
Sep. 30, 2021
Jan. 31, 2021
USD ($)
Common Stock, Voting Rights     Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.   Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.  
Planet Labs Inc [Member]            
Common Stock, Voting Rights       The holders of the Class A Common Stock and the holders of the Class B Common Stock at all times vote together as one class on all matters.   The holders of the Class A Common Stock and the holders of the Class B Common Stock at all times vote together as one class on all matters.
Stockholders' Equity Note, Stock Split, Conversion Ratio   5        
Dividend Declared [Member] | Planet Labs Inc [Member]            
Dividends, Common Stock       $ 0   $ 0
Common Class A [Member] | Planet Labs Inc [Member]            
Common Stock, Voting Rights       1 vote for each share   1
Common Class B [Member]            
Stockholders' Equity Note, Stock Split, Conversion Ratio 1.2          
Common Class B [Member] | Planet Labs Inc [Member]            
Common Stock, Voting Rights       10 votes for each share   10
v3.21.4
Preferred Stock - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Jan. 31, 2021
Jan. 31, 2020
Class of Stock [Line Items]          
Preferred stock, shares authorized 1,000,000   1,000,000 105,000,000  
Common Stock, Voting Rights Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.   Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.    
Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized   105,000,000   105,000,000 105,000,000
Preferred stock dividend rate       $ 0  
Preferred stock convertible conversion price       $ 14.3754  
Gross Offering Proceeds From Conversion Of Preferred Stock       $ 150  
Preferred stock voting rights       nine  
Common Stock, Voting Rights   The holders of the Class A Common Stock and the holders of the Class B Common Stock at all times vote together as one class on all matters.   The holders of the Class A Common Stock and the holders of the Class B Common Stock at all times vote together as one class on all matters.  
Founders [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock voting rights       five  
Board Of Directors [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock voting rights       one  
Founder Common Directors [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock voting rights       two  
Series A Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized       30,000,000  
Preferred stock per share liquidation preferrence       $ 0.7871  
Series A Preferred Stock [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized   30,000,000      
Preferred stock dividend rate       0.062970  
Preferred stock convertible conversion price       0.7871  
Preferred stock per share liquidation preferrence   $ 0.79   0.7871  
Preferred stock dividend received per share       $ 0.7871  
Series B Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized       15,000,000  
Preferred stock per share liquidation preferrence       $ 5.0301  
Series B Preferred Stock [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized   15,000,000      
Preferred stock dividend rate       0.402405  
Preferred stock convertible conversion price       5.0301  
Preferred stock per share liquidation preferrence   $ 5.03   5.0301  
Preferred stock dividend received per share       $ 5.0301  
Series C Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized       14,436,335  
Preferred stock per share liquidation preferrence       $ 9.1989  
Series C Preferred Stock [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized   14,436,335      
Preferred stock dividend rate       0.735914  
Preferred stock convertible conversion price       9.1989  
Preferred stock per share liquidation preferrence   $ 9.20   9.1989  
Preferred stock dividend received per share       $ 9.1989  
Series D Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized       40,000,000  
Preferred stock per share liquidation preferrence       $ 14.3754  
Series D Preferred Stock [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized   40,000,000      
Preferred stock dividend rate       1.150035  
Preferred stock convertible conversion price       14.3754  
Preferred stock per share liquidation preferrence   $ 14.38   14.3754  
Preferred stock dividend received per share       $ 14.3754  
Series C Prime Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized       5,563,665  
Preferred stock per share liquidation preferrence       $ 11.0387  
Series C Prime Preferred Stock [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized   5,563,665      
Preferred stock dividend rate       0.883096  
Preferred stock convertible conversion price       11.0387  
Preferred stock per share liquidation preferrence   $ 11.04   11.0387  
Preferred stock dividend received per share       $ 11.0387  
Common Class B [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Common Stock, Voting Rights   10 votes for each share   10  
Common Class B [Member] | Founders [Member] | Planet Labs Inc [Member]          
Class of Stock [Line Items]          
Common Stock, Voting Rights       10  
v3.21.4
Preferred Stock - Schedule Of Preferred Stock Outstanding (Detail) - USD ($)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Jan. 31, 2020
Preferred Stock Outstanding [Line Items]          
Shares Authorized   105,000,000 1,000,000 1,000,000  
Shares Issued   85,682,990 0 0  
Shares Outstanding   85,682,990 0 0  
Aggregate Liquidation Preference   $ 696,415,000      
Proceeds Net of Issuance Costs   $ 414,048,000      
Planet Labs Inc [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized 105,000,000 105,000,000     105,000,000
Shares Issued 85,682,990 85,682,990     85,682,990
Shares Outstanding 85,682,990 85,682,990     85,682,990
Aggregate Liquidation Preference $ 696,415,000 $ 696,415,000     $ 696,415,000
Proceeds Net of Issuance Costs $ 414,048,000        
Series A Preferred Stock [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized   30,000,000      
Shares Issued   26,072,555      
Shares Outstanding   26,072,555      
Per Share Liquidation Preference   $ 0.7871      
Aggregate Liquidation Preference   $ 20,522,000      
Proceeds Net of Issuance Costs   $ 13,218,000      
Series A Preferred Stock [Member] | Planet Labs Inc [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized 30,000,000        
Shares Issued   26,072,555      
Shares Outstanding   26,072,555      
Per Share Liquidation Preference $ 0.79 $ 0.7871      
Aggregate Liquidation Preference $ 20,522,000        
Proceeds Net of Issuance Costs $ 13,218,000        
Series B Preferred Stock [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized   15,000,000      
Shares Issued   10,314,505      
Shares Outstanding   10,314,505      
Per Share Liquidation Preference   $ 5.0301      
Aggregate Liquidation Preference   $ 51,883,000      
Proceeds Net of Issuance Costs   $ 51,792,000      
Series B Preferred Stock [Member] | Planet Labs Inc [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized 15,000,000        
Shares Issued   10,314,505      
Shares Outstanding   10,314,505      
Per Share Liquidation Preference $ 5.03 $ 5.0301      
Aggregate Liquidation Preference $ 51,883,000        
Proceeds Net of Issuance Costs $ 51,792,000        
Series C Preferred Stock [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized   14,436,335      
Shares Issued   13,756,905      
Shares Outstanding   13,756,905      
Per Share Liquidation Preference   $ 9.1989      
Aggregate Liquidation Preference   $ 126,549,000      
Proceeds Net of Issuance Costs   $ 126,232,000      
Series C Preferred Stock [Member] | Planet Labs Inc [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized 14,436,335        
Shares Issued   13,756,905      
Shares Outstanding   13,756,905      
Per Share Liquidation Preference $ 9.20 $ 9.1989      
Aggregate Liquidation Preference $ 126,549,000        
Proceeds Net of Issuance Costs $ 126,232,000        
Series D Preferred Stock [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized   40,000,000      
Shares Issued   31,514,850      
Shares Outstanding   31,514,850      
Per Share Liquidation Preference   $ 14.3754      
Aggregate Liquidation Preference   $ 453,039,000      
Proceeds Net of Issuance Costs   $ 178,384,000      
Series D Preferred Stock [Member] | Planet Labs Inc [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized 40,000,000        
Shares Issued   31,514,850      
Shares Outstanding   31,514,850      
Per Share Liquidation Preference $ 14.38 $ 14.3754      
Aggregate Liquidation Preference $ 453,039,000        
Proceeds Net of Issuance Costs $ 178,384,000        
Series C Prime Preferred Stock [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized   5,563,665      
Shares Issued   4,024,175      
Shares Outstanding   4,024,175      
Per Share Liquidation Preference   $ 11.0387      
Aggregate Liquidation Preference   $ 44,422,000      
Proceeds Net of Issuance Costs   $ 44,422,000      
Series C Prime Preferred Stock [Member] | Planet Labs Inc [Member]          
Preferred Stock Outstanding [Line Items]          
Shares Authorized 5,563,665        
Shares Issued   4,024,175      
Shares Outstanding   4,024,175      
Per Share Liquidation Preference $ 11.04 $ 11.0387      
Aggregate Liquidation Preference $ 44,422,000        
Proceeds Net of Issuance Costs $ 44,422,000        
v3.21.4
Related Party Transactions - Additional Information (Detail)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 28, 2021
USD ($)
Mar. 09, 2021
$ / shares
shares
Mar. 04, 2021
shares
Jan. 01, 2021
USD ($)
Dec. 15, 2020
USD ($)
$ / shares
shares
Aug. 12, 2019
Feb. 28, 2021
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Sep. 30, 2021
USD ($)
$ / shares
shares
Oct. 31, 2021
USD ($)
$ / shares
shares
Sep. 30, 2021
USD ($)
$ / shares
shares
Oct. 31, 2020
USD ($)
Jan. 31, 2021
USD ($)
$ / shares
shares
Jan. 31, 2020
USD ($)
$ / shares
shares
Jan. 31, 2018
Aug. 31, 2021
USD ($)
Aug. 18, 2020
$ / shares
Mar. 31, 2020
USD ($)
shares
Related Party Transaction [Line Items]                                    
Initial Public Offering, units | shares   34,500,000           34,500,000                    
Initial Public Offering, price per unit | $ / shares   $ 10.00                                
Initial Public Offering, gross proceeds                     $ 8,900,000              
Warrants exercise price per share | $ / shares               $ 11.50                    
Repayments of Notes Payable                     991,000              
Common stock, shares outstanding | shares     8,625,000                              
Stock Issued During Period, Value, Issued for Services [1],[2]               $ 25,000                    
Proceeds from Related Party Debt                     362,292              
Over-Allotment Option [Member]                                    
Related Party Transaction [Line Items]                                    
Initial Public Offering, units | shares   4,500,000           4,500,000                    
Initial Public Offering, price per unit | $ / shares   $ 11.50           $ 11.50                    
Founder Shares [Member]                                    
Related Party Transaction [Line Items]                                    
Initial stockholders agreed to forfeit | shares         1,125,000                          
Percentage of founder shares from related party         20.00%                          
Common stock that were subject to forfeiture | shares   1,125,000                                
Founder Shares [Member] | Darla Anderson [Member]                                    
Related Party Transaction [Line Items]                                    
Shares transferred during the period | shares             25,000                      
Founder Shares [Member] | Francesca Luthi [Member]                                    
Related Party Transaction [Line Items]                                    
Shares transferred during the period | shares             25,000                      
Founder Shares [Member] | Charles E Wert [Member]                                    
Related Party Transaction [Line Items]                                    
Shares transferred during the period | shares             25,000                      
Sponsor [Member]                                    
Related Party Transaction [Line Items]                                    
Proceeds from notes payable to related party current                     200,000              
Advances received from related parties                 $ 791,000   791,000         $ 37,000    
Sponsor [Member] | Subsequent Event [Member]                                    
Related Party Transaction [Line Items]                                    
Advances received from related parties                               $ 37,000    
Sponsor [Member] | Maximum [Member]                                    
Related Party Transaction [Line Items]                                    
Proceeds from notes payable to related party current               $ 200,000     $ 200,000              
Related Party Loans [Member]                                    
Related Party Transaction [Line Items]                                    
Convertible price warrants for post business combination entity | $ / shares               $ 1.50     $ 1.50              
Related Party Loans [Member] | Maximum [Member]                                    
Related Party Transaction [Line Items]                                    
Proceeds from Promissory Note to related party                     $ 791,000              
Working Capital Loans               $ 1,500,000     1,500,000              
Administrative Service Agreement [Member]                                    
Related Party Transaction [Line Items]                                    
Monthly charge for administrative services               10,000     10,000              
Related party transaction, selling, general and administrative expenses from transactions with related party                 $ 30,000   70,000              
Promissory Note [Member]                                    
Related Party Transaction [Line Items]                                    
Proceeds from Related Party Debt       $ 96,000       $ 750     $ 200,000              
Private Placement Warrant [Member]                                    
Related Party Transaction [Line Items]                                    
Initial Public Offering, units | shares               5,333,333     5,933,333              
Initial Public Offering, price per unit | $ / shares               $ 1.50 $ 1.50   $ 1.50              
Initial Public Offering, gross proceeds               $ 8,000,000.0     $ 8,900,000              
Private Placement Warrant [Member] | Over-Allotment Option [Member]                                    
Related Party Transaction [Line Items]                                    
Initial Public Offering, units | shares               5,933,333                    
Initial Public Offering, gross proceeds               $ 8,900,000                    
Common Class A [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock, par value | $ / shares               $ 0.0001 $ 0.0001   $ 0.0001              
Warrants exercise price per share | $ / shares                                 $ 11.50  
Common stock, shares outstanding | shares               0                    
Class of warrant or right, Number of securities called by warrants or rights | shares                 12,833,333   12,833,333              
Common Class A [Member] | Founder Shares [Member]                                    
Related Party Transaction [Line Items]                                    
Closing Share Threshold Price | $ / shares         $ 12.00                          
Common Class A [Member] | Private Placement Warrant [Member]                                    
Related Party Transaction [Line Items]                                    
Warrants exercise price per share | $ / shares                 $ 11.50   $ 11.50              
Common Class B [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock, par value | $ / shares               $ 0.0001 $ 0.0001   $ 0.0001              
Common stock, shares outstanding | shares     8,625,000         8,625,000 8,625,000   8,625,000              
Stockholders' Equity Note, Stock Split, Conversion Ratio     1.2                              
Common Class B [Member] | Subsequent Event [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock, shares outstanding | shares     8,625,000                              
Common Class B [Member] | Over-Allotment Option [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock that were subject to forfeiture | shares               1,125,000                    
Common Class B [Member] | Founder Shares [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock, par value | $ / shares         $ 0.0001                          
Common Class B [Member] | Sponsor [Member]                                    
Related Party Transaction [Line Items]                                    
Issuance of Class B common stock to Sponsor (in shares) | shares         7,187,500                          
Stock Issued During Period, Value, Issued for Services         $ 25,000                          
Stockholders' Equity Note, Stock Split, Conversion Ratio     1.2                              
Planet Labs Inc [Member]                                    
Related Party Transaction [Line Items]                                    
Repayments of Notes Payable                   $ 0   $ 2,586,000 $ 2,586,000          
Stockholders' Equity Note, Stock Split, Conversion Ratio           5                        
Debt instrument, Face amount                   $ 6,035,000     $ 6,035,000          
Planet Labs Inc [Member] | Amended Terms Of Hosting Agreement [Member]                                    
Related Party Transaction [Line Items]                                    
Increase In Aggregate Purchase Commitment Amount $ 193,000,000.0                                  
Planet Labs Inc [Member] | Google [Member] | Amended Terms Of Hosting Agreement [Member]                                    
Related Party Transaction [Line Items]                                    
Amendment agreement commencement date Aug. 01, 2021                                  
Amendment agreement extended date Jan. 31, 2028                                  
Planet Labs Inc [Member] | Minimum [Member] | Google [Member]                                    
Related Party Transaction [Line Items]                                    
Equity method investment, Ownership percentage                   10.00%     10.00%          
Planet Labs Inc [Member] | Two Thousand And Twenty Convertible Notes [Member] | Convertible Debt Current [Member]                                    
Related Party Transaction [Line Items]                                    
Notes payable related parties current                   $ 11,000,000.0                
Planet Labs Inc [Member] | Two Thousand And Twenty Convertible Notes [Member] | Google [Member]                                    
Related Party Transaction [Line Items]                                    
Debt instrument, Face amount                                   $ 10,000,000.0
Planet Labs Inc [Member] | Two Thousand And Twenty Convertible Notes [Member] | Google [Member] | Convertible Debt Noncurrent [Member]                                    
Related Party Transaction [Line Items]                                    
Notes payable, Related parties, Noncurrent                         $ 10,500,000          
Planet Labs Inc [Member] | Content License Agreement [Member] | Google [Member]                                    
Related Party Transaction [Line Items]                                    
Related party transaction, Term                             5 years      
Related Party Transaction, Terms and Manner of Settlement                             The contract automatically renews for one additional year if the parties fail to fulfill their respective obligations at the end of year 5.      
Related party transaction, Deferred revenue                   15,200,000     20,800,000 $ 32,300,000        
Revenue from related parties                   5,600,000   9,500,000 11,500,000 8,100,000        
Planet Labs Inc [Member] | Hosting And Service Arrangement [Member] | Google [Member]                                    
Related Party Transaction [Line Items]                                    
Related party transaction, Deferred cost                   17,000,000.0     10,300,000          
Related party transaction, Expenses from transactions with related party                   13,700,000   $ 9,500,000 13,100,000 10,900,000        
Accounts payable, Related parties, Current                   $ 1,900,000     $ 0 $ 1,000,000.0        
Planet Labs Inc [Member] | Common Class A [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock, par value | $ / shares                   $ 0.00002     $ 0.00002 $ 0.00002        
Common stock, shares outstanding | shares                   17,625,967     14,876,627 13,785,927        
Planet Labs Inc [Member] | Common Class B [Member]                                    
Related Party Transaction [Line Items]                                    
Common stock, par value | $ / shares                   $ 0.00002     $ 0.00002 $ 0.00002        
Common stock, shares outstanding | shares                   13,811,878     13,811,878 13,811,878        
Planet Labs Inc [Member] | Series D Preferred Stock [Member] | Google [Member]                                    
Related Party Transaction [Line Items]                                    
Shares, Outstanding | shares                   18,633,305     18,633,305          
Planet Labs Inc [Member] | Series D Preferred Stock [Member] | Two Thousand And Twenty Convertible Notes [Member] | Google [Member]                                    
Related Party Transaction [Line Items]                                    
Class of warrant or right, Number of securities called by warrants or rights | shares                                   139,126
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Stock Incentive Plans - Summary Of Share Based Payment Arrangement Option Activity (Detail) - Planet Labs Inc [Member] - Share-based Payment Arrangement, Option [Member] - USD ($)
$ / shares in Units, $ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Beginning Balance, Number of Options 25,620,937 20,093,732 15,684,075  
Number of Options, Exercised (2,749,340) (1,090,700) (111,910)  
Number of Options, Granted 7,957,396 8,000,619 6,876,680  
Number of Options, Forfeited (1,767,093) (1,382,714) (2,355,113)  
Ending Balance, Number of Options 29,061,900 25,620,937 20,093,732 15,684,075
Number of Options, Vested and exercisable 17,187,395 15,849,747    
Beginning Balance, Weighted Average Exercise Price $ 4.88 $ 4.16 $ 3.42  
Weighted Average Exercise Price, Exercised 9.02 0.49 2.36  
Weighted Average Exercise Price, Granted 13.92 6.19 6.01  
Weighted Average Exercise Price, Forfeited 5.88 5.45 4.71  
Ending Balance, Weighted Average Exercise Price 6.90 4.88 $ 4.16 $ 3.42
Weighted Average Exercise Price, Vested and exercisable $ 4.56 $ 4.14    
Weighted Average Remaining Term (Years) 7 years 2 months 1 day 7 years 2 months 15 days 7 years 1 month 17 days 7 years 25 days
Weighted Average Remaining Term (Years), Vested and exercisable 5 years 10 months 20 days 6 years 1 month 24 days    
Ending Balance, Aggregate Intrinsic Value $ 264,080 $ 80,964    
Aggregate Intrinsic Value, Vested and exercisable $ 196,513 $ 61,882    
v3.21.4
Stock Incentive Plans - Summary of Share Based Payment Arrangement Option Exercise Price Range (Detail) - Planet Labs Inc [Member] - $ / shares
 12 Months Ended
Jan. 31, 2021
Oct. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Share-based Payment Arrangement, Option [Member]        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Options Outstanding 25,620,937 29,061,900 20,093,732 15,684,075
Options Exercisable 15,849,747 17,187,395    
0.00        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price $ 0.00002      
Options Outstanding, Number of Options 48,995      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 7 months 20 days      
Options Exercisable, Number of Options 48,995      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 7 months 20 days      
0.014        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 0.014      
Options Outstanding, Number of Options 187,500      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 9 months 14 days      
Options Exercisable, Number of Options 187,500      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 9 months 14 days      
0.07        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 0.070      
Options Outstanding, Number of Options 25,000      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 1 year 5 months 15 days      
Options Exercisable, Number of Options 25,000      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 1 year 5 months 15 days      
0.106        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 0.106      
Options Outstanding, Number of Options 545,050      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 2 years 6 months 29 days      
Options Exercisable, Number of Options 545,050      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 2 years 6 months 29 days      
0.856        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 0.856      
Options Outstanding, Number of Options 2,218,795      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 3 years 6 months 25 days      
Options Exercisable, Number of Options 2,218,795      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 3 years 6 months 25 days      
2.768        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 2.768      
Options Outstanding, Number of Options 1,426,495      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 4 years 3 months      
Options Exercisable, Number of Options 1,426,495      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 4 years 3 months      
3.102        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 3.102      
Options Outstanding, Number of Options 1,445,855      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 4 years 8 months 23 days      
Options Exercisable, Number of Options 1,445,855      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 4 years 8 months 23 days      
3.56        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 3.560      
Options Outstanding, Number of Options 1,629,030      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 5 years 2 months 15 days      
Options Exercisable, Number of Options 1,629,030      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 5 years 2 months 15 days      
5.234        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 5.234      
Options Outstanding, Number of Options 203,765      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 6 years 3 days      
Options Exercisable, Number of Options 203,765      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 6 years 3 days      
5.65        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 5.650      
Options Outstanding, Number of Options 2,334,810      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 6 years 4 months 24 days      
Options Exercisable, Number of Options 2,125,470      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 6 years 4 months 20 days      
5.846        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 5.846      
Options Outstanding, Number of Options 1,802,595      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 7 years 7 months 2 days      
Options Exercisable, Number of Options 1,164,672      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 7 years 6 months 25 days      
6.006        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 6.006      
Options Outstanding, Number of Options 5,907,345      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 8 years 6 months 7 days      
Options Exercisable, Number of Options 2,283,987      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 8 years 6 months      
6.19        
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]        
Exercise Price, Shares 6.190      
Options Outstanding, Number of Options 7,845,702      
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) 9 years 4 months 24 days      
Options Exercisable, Number of Options 2,545,133      
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) 9 years 3 months 3 days      
v3.21.4
Stock Incentive Plans - Schedule of share based payment award stock options valuation assumptions (Detail) - Planet Labs Inc [Member] - Share-based Payment Arrangement, Option [Member]
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expected volatility, Minimum 42.45% 42.45% 42.45% 38.13%
Expected volatility, Maximum 48.39% 44.28% 44.71% 39.85%
Risk-free interest rate, Minimum 0.37% 0.31% 0.31% 1.67%
Risk-free interest rate, Maximum 1.23% 0.46% 0.52% 2.54%
Dividend yield 0.00% 0.00% 0.00% 0.00%
Minimum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Weighted-average expected term (years) 2 years 7 months 13 days 5 years 29 days 5 years 7 days 5 years 29 days
Maximum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Weighted-average expected term (years) 7 years 3 months 25 days 6 years 7 months 24 days 6 years 9 months 3 days 6 years 9 months 29 days
v3.21.4
Stock Incentive Plans - Share based payment arrangement expensed and capitalized amount (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total expense $ 13,133 $ 11,481 $ 14,538 $ 6,028
Capitalized internal-use software development costs (514) (392) (526) (957)
Total stock-based compensation expense 12,619 11,089 14,012 5,071
Cost of Sales [Member]        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total expense 688 585 843 788
Research and Development Expense [Member]        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total expense 4,582 2,898 4,109 2,754
Selling and Marketing Expense [Member]        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total expense 1,959 1,193 1,687 1,234
General and Administrative Expense [Member]        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total expense $ 5,904 $ 6,805 $ 7,899 $ 1,252
v3.21.4
Stock Incentive Plans - Share based payment arrangement restricted stock unit activity (Detail) - Planet Labs Inc [Member] - Restricted Stock Units (RSUs) [Member] - $ / shares
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Jan. 31, 2021
Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of RSUs, Beginning Balance 1,085,610 940,930 803,430
Number of RSUs, Vested   0 0
Number of RSUs, Granted 2,531,752 200,000 587,500
Number of RSUs, Forfeited (132,359) (55,320) (450,000)
Number of RSUs, Ending Balance 3,485,003 1,085,610 940,930
Weighted Average Grant Date Fair Value, Beginning Balance $ 6.091 $ 6.036 $ 5.985
Weighted Average Grant Date Fair Value, Vested   0 0
Weighted Average Grant Date Fair Value, Granted   6.470 6.109
Weighted Average Grant Date Fair Value, Forfeited 7.30 5.984 6.041
Weighted Average Grant Date Fair Value, Ending Balance $ 11.99 $ 6.091 $ 6.036
v3.21.4
Stock Incentive Plans - Additional Information (Detail) - Planet Labs Inc [Member] - USD ($)
$ / shares in Units, $ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Liquidity event deadline 7 years   7 years  
Share based payment arrangement, Expense $ 13,133 $ 11,481 $ 14,538 $ 6,028
Restricted Stock Units (RSUs) [Member]        
Share based compensation arrangement by share based payment award, Equity instruments other than options, Vested in period     0 0
Restricted Stock Units (RSUs) [Member] | Liquidity Event [Member]        
Share based compensation arrangement by share based payment award, Shares issued in period 0   0  
Two Thousand And Eleven Stock Incentive Plan [Member]        
Common stock, Capital shares reserved for future issuance 36,274,025   821,818  
Two Thousand And Eleven Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member]        
Share based compensation arrangement by share based payment award, Expiration period 10 years   10 years  
Share based compensation arrangement by share based payment award, Award vesting period 4 years   4 years  
Share based compensation arrangement by share based payment award, Options, Exercises in period, Intrinsic value $ 13,700 $ 5,100 $ 6,100 $ 400
Share based compensation arrangement by share based payment award, Options, Grants in period, Weighted average grant date fair value $ 5.81 $ 2.60 $ 2.83 $ 2.51
Share based payment arrangement, Nonvested award, Option, Cost not yet recognized, Amount $ 53,900   $ 22,500  
Share based payment arrangement, Nonvested award, Cost not yet recognized, Period for recognition 3 years 5 months 4 days   2 years 9 months 10 days  
Share based compensation arrangement by share based payment award, Options, Vested in period, Fair value     $ 10,200  
Two Thousand And Eleven Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | 10% Stockholder [Member]        
Share based compensation arrangement by share based payment award, Expiration period 5 years   5 years  
Two Thousand And Eleven Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]        
Share based compensation arrangement by share based payment award, Award vesting rights An RSU will vest on the first date upon which both the service-based requirement and the liquidity event requirement are satisfied.   An RSU will vest on the first date upon which both the service-based requirement and the liquidity event requirement are satisfied.  
Share based compensation arrangement by share based payment award, Award requisite service period 4 years   4 years  
Share based compensation arrangement by share based payment award, Equity instruments other than options, Vested in period 0 0 0 0
Share based payment arrangement, Expense $ 0 $ 0 $ 0 $ 0
Share based payment arrangement, Nonvested award, Excluding option, Cost not yet recognized, Amount 41,800   6,600  
Two Thousand And Eleven Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Recognized Upon Liquidity Event [Member]        
Share based payment arrangement, Nonvested award, Excluding option, Cost not yet recognized, Amount $ 13,300   $ 3,200  
v3.21.4
Income Taxes - Summary of loss before income taxes (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Domestic     $ (127,599) $ (123,760)
Foreign     1,569 176
Total loss before income taxes $ (90,337) $ (89,036) $ (126,030) $ (123,584)
v3.21.4
Income Taxes - Summary of provision for (benefit from) income taxes (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Current        
Federal     $ 0 $ 0
State     23 29
Foreign     1,095 500
Total current tax provision     1,118 529
Deferred        
Federal     60 0
State     30 0
Foreign     (135) (399)
Total deferred tax benefit $ 406 $ 121 (45) (399)
Income tax provision $ 822 $ 569 $ 1,073 $ 130
v3.21.4
Income Taxes - Summary of company's effective tax rates as a percentage of loss before income taxes (Detail) - Planet Labs Inc [Member]
 12 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Provision computed at federal statutory rate 21.00% 21.00%
States taxes, net of federal benefit 2.40% 2.40%
Foreign rate differential (0.80%) (1.00%)
Revaluation gain/loss (5.00%) 0.10%
Tax credits 2.30% 2.00%
Change in valuation allowance (21.30%) (23.90%)
Other 0.50% (0.70%)
Effective tax rate (0.90%) (0.10%)
v3.21.4
Income Taxes - Summary of company's deferred tax assets and liabilities (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Deferred tax assets      
Net operating loss carryforwards $ 92,570 $ 78,452  
Tax Credit carryforwards 17,679 14,772  
Stock-based compensation 4,013 3,033  
Deferred revenue 5,239 10,356  
Excess interest expense 6,799 4,253  
Other 4,826 4,040  
Total deferred tax assets 131,126 114,906  
Valuation allowance (126,270) (102,758) $ (73,155)
Total deferred tax assets 4,856 12,148  
Deferred tax liabilities      
Property and equipment 0 (6,816)  
Intangible assets (4,432) (4,953)  
Total deferred tax liabilities (4,432) (11,769)  
Net deferred tax assets $ 424 $ 379  
v3.21.4
Income Taxes - Summary of net change in the total valuation allowance (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Valuation allowance, beginning of year $ 102,758 $ 73,155
Change in valuation allowance 23,512 29,603
Valuation allowance, end of year $ 126,270 $ 102,758
v3.21.4
Income Taxes - Summary of company's unrecognized tax benefits (Detail) - Planet Labs Inc [Member] - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Beginning of year $ 3,918 $ 3,234
Additions based on tax positions related to the current year 796 684
End of year $ 4,714 $ 3,918
v3.21.4
Income Taxes - Additional Information (Detail) - USD ($)
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Sep. 30, 2021
Dec. 31, 2020
Jan. 31, 2019
Unrecognized tax benefits, Income tax penalties and Interest accrued         $ 0 $ 0  
Gross unrecognized tax benefits         $ 0 $ 0  
Planet Labs Inc [Member]              
Deferred tax assets, Gross     $ 131,126,000 $ 114,906,000      
Undistributed earnings of foreign subsidiaries     $ 1,400,000        
Deferred tax liability not recognized, Determination of deferred tax liability is not practicable, Undistributed earnings of foreign subsidiaries     the corresponding unrecognized deferred U.S. income tax liability is not material        
Operating loss carryforwards, Expiration, Beginning term     2022        
Unrecognized tax benefits that would impact effective tax rate     $ 0        
Unrecognized tax benefits, Income tax penalties and Interest accrued $ 0   0 0      
Unrecognized tax benefits, Income tax penalties and Interest expense 0   0 0      
Income tax expense $ 822,000 $ 569,000 1,073,000 130,000      
Income tax examination descrption All tax years remain open to examination by taxing jurisdictions to which the Company is subject.            
Gross unrecognized tax benefits $ 5,400,000   4,714,000 $ 3,918,000     $ 3,234,000
Planet Labs Inc [Member] | Domestic Tax Authority [Member]              
Operating loss carryforwards     384,800,000        
Planet Labs Inc [Member] | Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member]              
Tax credit carryforward, Amount     $ 13,700,000        
Tax credit carryforward, Expiration, Beginning term     2032        
Planet Labs Inc [Member] | State and Local Jurisdiction [Member]              
Operating loss carryforwards     $ 163,200,000        
Planet Labs Inc [Member] | State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | California Franchise Tax Board [Member]              
Tax credit carryforward, Amount     9,800,000        
Planet Labs Inc [Member] | Foreign Tax Authority [Member]              
Operating loss carryforwards     $ 1,300,000        
v3.21.4
Net Loss Per Share Attributable to Common Stockholders - Summary of earnings per share, basic and diluted (Detail) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Oct. 31, 2021
Sep. 30, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Numerator:                  
Net loss attributable to common stockholders $ (1,400) $ (6,635,827) $ (236,373) $ (14,549,315)   $ (21,421,515)      
Denominator:                  
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders [1],[2] 7,500,000                
Basic and diluted net loss per share attributable to common stockholders $ 0.00                
Planet Labs Inc [Member]                  
Numerator:                  
Net loss attributable to common stockholders         $ (91,159,000)   $ (89,605,000) $ (127,103,000) $ (123,714,000)
Denominator:                  
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders         30,264,402   28,640,817 28,863,607 27,981,802
Basic and diluted net loss per share attributable to common stockholders         $ (3.01)   $ (3.13) $ (4.40) $ (4.42)
[1] On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).
[2] This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
v3.21.4
Net Loss Per Share Attributable to Common Stockholders - Summary of antidilutive securities excluded from computation of earnings per share (Detail) - Planet Labs Inc [Member] - shares
 9 Months Ended 12 Months Ended
Oct. 31, 2021
Oct. 31, 2020
Jan. 31, 2021
Jan. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 126,629,082 117,317,401 119,105,833 108,301,150
Convertible Preferred Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 85,682,990 85,682,990 85,682,990 85,682,990
Warrants To Purchase Series B Convertible Preferred Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 497,010 497,010 497,010 497,010
Warrants To Purchase Series D Convertible Preferred Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 1,476,468 1,476,468 1,476,468 486,940
Convertible Notes [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 5,285,711 4,680,515 4,742,818 599,548
Common stock options [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 29,061,900 23,894,808 25,620,937 20,093,732
Restricted Stock Units [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 3,485,003 1,085,610 1,085,610 940,930
Early exercised common stock options, subject to future vesting [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount 1,140,000 0    
v3.21.4
Stockholders' Equity - Additional Information (Detail)
 1 Months Ended 9 Months Ended
Aug. 18, 2020
$ / shares
shares
Dec. 31, 2020
$ / shares
shares
Sep. 30, 2021
Vote
$ / shares
shares
Mar. 09, 2021
shares
Mar. 04, 2021
shares
Jan. 31, 2021
shares
Dec. 16, 2020
shares
Class of Stock [Line Items]              
Common stock voting right   Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.        
Preferred stock, shares authorized   1,000,000 1,000,000     105,000,000  
Preferred stock, par or stated value per share | $ / shares   $ 0.0001 $ 0.0001        
Shares Issued   0 0     85,682,990  
Shares Outstanding   0 0     85,682,990  
Common stock, shares outstanding         8,625,000    
Exercise price per warrant | $ / shares   $ 11.50          
Public warrant for redemption price   at a price of $0.01 per warrant at a price of $0.01 per warrant        
Public warrants expire date   upon a minimum of 30 days’ prior written notice of redemption upon a minimum of 30 days’ prior written notice of redemption        
Common Stock Price Equals To Or Exceeds Ten Dollars [Member]              
Class of Stock [Line Items]              
Warrant redemption trigger price subject to adjustment | $ / shares   $ 10.00          
Class A Shares [Member]              
Class of Stock [Line Items]              
Common stock, shares authorized   380,000,000 380,000,000        
Common stock, par value | $ / shares   $ 0.0001 $ 0.0001        
Common stock, shares issued   0          
Common stock, shares outstanding   0          
Common stock shares issuable upon conversion     the number of sharesof Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders)        
Exercise price per warrant | $ / shares $ 11.50            
Temporary Equity, Shares Authorized     380,000,000        
Temporary Equity, Par or Stated Value Per Share | $ / shares   $ 0.0001 $ 0.0001        
Number of votes per share | Vote     1        
Class A Shares [Member] | Maximum [Member]              
Class of Stock [Line Items]              
Issue price at closing of its initial business combination | $ / shares   $ 9.20 $ 9.20        
Number of shares of common stock excercisable per warrant 0.361            
Class A Shares [Member] | Minimum [Member]              
Class of Stock [Line Items]              
The aggregate gross proceeds from such issuances   60.00% 60.00%        
Warrant exercise price, description   the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price        
Class A Shares [Member] | Redemption Price One [Member]              
Class of Stock [Line Items]              
Number of days of notice to be given to warrant holders before redemption 30 days 30 days 30 days        
Redemption price of warrants per unit | $ / shares $ 0.01            
Number of consecutive trading days for which the stock price is to be maintained 20 days   20 days        
Number of trading days 30 days   30 days        
Class A Shares [Member] | Redemption Price One [Member] | Minimum [Member]              
Class of Stock [Line Items]              
Share Price | $ / shares $ 18.00            
Class A Shares [Member] | Redemption Price Two [Member]              
Class of Stock [Line Items]              
Number of days of notice to be given to warrant holders before redemption 30 days            
Redemption price of warrants per unit | $ / shares $ 0.10            
Number of consecutive trading days for which the stock price is to be maintained   20 days 20 days        
Number of trading days   30 days 30 days        
Class A Shares [Member] | Redemption Price Two [Member] | Minimum [Member]              
Class of Stock [Line Items]              
Share Price | $ / shares $ 10.00            
Class B Shares [Member]              
Class of Stock [Line Items]              
Common stock, shares authorized   20,000,000 20,000,000        
Common stock, par value | $ / shares   $ 0.0001 $ 0.0001        
Common stock, shares issued   8,625,000 8,625,000       7,187,500
Common stock, shares outstanding   8,625,000 8,625,000   8,625,000    
Common stock shares issued including shares subject to forfeiture     1,250,000   1,250,000    
Initial stockholders own Company's issued and outstanding common stock after the initial public offering   20.00% 20.00%        
Reverse stock split description     one-for-one basis, subject to adjustment for stock splits        
Class B Shares [Member] | Sponsor [Member]              
Class of Stock [Line Items]              
Common stock, shares issued             7,187,500
Class B Shares [Member] | Over-Allotment Option [Member]              
Class of Stock [Line Items]              
Common stock shares no longer subject to forefeiture       1,125,000      
v3.21.4
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares
 1 Months Ended 9 Months Ended
Aug. 18, 2020
Dec. 31, 2020
Sep. 30, 2021
Jun. 30, 2021
Public Warrants will become exercisable     on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering  
Public warrant for redemption price   at a price of $0.01 per warrant at a price of $0.01 per warrant  
Public warrants expire date   upon a minimum of 30 days’ prior written notice of redemption upon a minimum of 30 days’ prior written notice of redemption  
Exercise price per warrant   $ 11.50    
Common Stock Price Equals To Or Exceeds Ten Dollars [Member]        
Warrant redemption trigger price subject to adjustment     $ 10.00  
Public Warrants [Member]        
Number of warrants or rights outstanding     6,900,000  
Exercise price per warrant       $ 1.90
Private Placement Warrant [Member]        
Number of warrants or rights outstanding     5,933,333  
Common Class A [Member]        
Exercise price per warrant $ 11.50      
Common Class A [Member] | Redemption Price One [Member]        
Number of days of notice to be given to warrant holders before redemption 30 days 30 days 30 days  
Redemption price of warrants per unit $ 0.01      
Number of consecutive trading days for which the stock price is to be maintained 20 days   20 days  
Number of trading days 30 days   30 days  
Common Class A [Member] | Redemption Price Two [Member]        
Number of days of notice to be given to warrant holders before redemption 30 days      
Redemption price of warrants per unit $ 0.10      
Number of consecutive trading days for which the stock price is to be maintained   20 days 20 days  
Number of trading days   30 days 30 days  
Common Class A [Member] | Maximum [Member]        
Issue price at closing of its initial business combination   $ 9.20 $ 9.20  
Number of shares of common stock excercisable per warrant 0.361      
Common Class A [Member] | Minimum [Member]        
Warrant exercise price, description   the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price  
The aggregate gross proceeds from such issuances   60.00% 60.00%  
Common Class A [Member] | Minimum [Member] | Redemption Price One [Member]        
Share price $ 18.00      
Common Class A [Member] | Minimum [Member] | Redemption Price Two [Member]        
Share price $ 10.00      
Common Class A [Member] | Private Placement Warrant [Member]        
Exercise price per warrant     $ 11.50  
v3.21.4
Class A Common Stock Subject to Possible Redemption - Summary of Class A common stock subject to possible redemption (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Mar. 09, 2021
Mar. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Dec. 31, 2020
Temporary Equity [Line Items]          
Gross proceeds $ 345,000,000.0   $ 345,000,000    
Plus:          
Accretion of carrying value to redemption value   $ 31,145,369      
Class A common stock subject to possible redemption $ 345,000,000 $ 345,000,000 345,000,000 $ 345,000,000 $ 0
Common Class A [Member]          
Temporary Equity [Line Items]          
Gross proceeds     345,000,000    
Less:          
Proceeds allocated to Public Warrants     (12,213,000)    
Class A common stock issuance costs     (18,932,369)    
Plus:          
Accretion of carrying value to redemption value     31,145,369    
Class A common stock subject to possible redemption     $ 345,000,000    
v3.21.4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares
Sep. 30, 2021
Dec. 31, 2020
Temporary Equity [Line Items]    
Temporary Equity, Shares Authorized 380,000,000  
Temporary Equity, Shares Issued 34,500,000  
Temporary Equity, Shares Outstanding 34,500,000 0
Temporary Equity, Par or Stated Value Per Share $ 0.0001 $ 0.0001
v3.21.4
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail)
Sep. 30, 2021
USD ($)
Quoted Prices in Active Markets (Level 1) [Member]  
Liabilities:  
Derivative warrant liabilities $ 13,110,000
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member]  
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]  
Investments held in Trust Account 345,097,744 [1]
Significant Other Observable Inputs (Level 2) [Member]  
Liabilities:  
Derivative warrant liabilities 0
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member]  
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]  
Investments held in Trust Account 0 [1]
Significant Other Unobservable Inputs (Level 3) [Member]  
Liabilities:  
Derivative warrant liabilities 21,360,000
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Member]  
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]  
Investments held in Trust Account $ 0 [1]
[1] Excludes $969 of cash balance held within the Trust Account
v3.21.4
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Parenthetical) (Detail) - USD ($)
Sep. 30, 2021
Jun. 30, 2021
Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]      
Cash $ 75,975   $ 0
U.S. Treasury Securities [Member]      
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]      
Cash   $ 914  
v3.21.4
Fair Value Measurements - Summary of fair value measurements inputs (Detail) - Level 3 [Member]
Sep. 30, 2021
yr
Exercise price [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 11.50
Stock price [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 9.91
Volatility [Member] | Minimum [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 26.6
Volatility [Member] | Maximum [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 45.2
Term [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 5.17
Risk-free rate [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 1.0
Dividend yield [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants and Rights Outstanding, Measurement Input 0.0
v3.21.4
Fair Value Measurements -Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]        
Change in fair value of derivative warrant liabilities $ 2,718,668     $ (705,000)
Fair Value, Inputs, Level 3 [Member]        
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]        
Derivative warrant liabilities 21,953,332 $ 34,679,665 $ 0 0
Issuance of Public and Private Warrants     35,175,000  
Transfer to Level 1   (12,489,000)    
Change in fair value of derivative warrant liabilities (593,332) (237,333) (495,335)  
Derivative warrant liabilities $ 21,360,000 $ 21,953,332 $ 34,679,665 $ 21,360,000
v3.21.4
Fair Value Measurements - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2021
Jun. 30, 2021
Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]        
Change in fair value of derivative warrant liabilities $ (2,718,668) $ 705,000    
Class of warrants, exercise price per share       $ 11.50
Public Warrants [Member]        
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]        
Change in fair value of derivative warrant liabilities $ 2,700,000 $ 700,000    
Class of warrants, exercise price per share     $ 1.90  
v3.21.4
Defined Contribution Plan - Additional Information (Detail)
 12 Months Ended
Jan. 31, 2021
Four Hundred And One K Plan [Member] | Planet Labs Inc [Member]  
Defined contribution plan, Employer matching contribution, Percent of match 0.00%
v3.21.4
Subsequent Events - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 13, 2021
Jun. 28, 2021
Mar. 04, 2021
Mar. 11, 2019
May 31, 2021
Feb. 28, 2021
Jan. 31, 2021
Jan. 31, 2020
Oct. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Subsequent Event [Line Items]                      
Common stock, shares outstanding     8,625,000                
Borrowings                     $ 96,000
Common Class B [Member]                      
Subsequent Event [Line Items]                      
Common stock, shares outstanding     8,625,000             8,625,000 8,625,000
Common Class A [Member]                      
Subsequent Event [Line Items]                      
Common stock, shares outstanding                     0
Planet Labs Inc [Member]                      
Subsequent Event [Line Items]                      
Borrowings             $ 163,856,000   $ 174,925,000    
Business combination, Consideration transferred       $ 17,229,000              
Stock issued during period, Value             1,624,000 $ 4,235,000      
Cash consideration               $ 2,457,000      
Planet Labs Inc [Member] | Hosting Services [Member]                      
Subsequent Event [Line Items]                      
Purchase obligation             $ 108,500,000   $ 186,992,000    
Planet Labs Inc [Member] | Common Class B [Member]                      
Subsequent Event [Line Items]                      
Common stock, shares outstanding             13,811,878 13,811,878 13,811,878    
Planet Labs Inc [Member] | Common Class A [Member]                      
Subsequent Event [Line Items]                      
Common stock, shares outstanding             14,876,627 13,785,927 17,625,967    
Subsequent Event [Member] | Common Class B [Member]                      
Subsequent Event [Line Items]                      
Common stock, Stock split ratio     1:1.2                
Common stock, shares outstanding     8,625,000                
Subsequent Event [Member] | Founder Shares [Member] | Darla Anderson [Member]                      
Subsequent Event [Line Items]                      
Stock issued during period for services           25,000          
Subsequent Event [Member] | Founder Shares [Member] | Francesca Luthi [Member]                      
Subsequent Event [Line Items]                      
Stock issued during period for services           25,000          
Subsequent Event [Member] | Founder Shares [Member] | Charles E [Member]                      
Subsequent Event [Line Items]                      
Stock issued during period for services           25,000          
Subsequent Event [Member] | Planet Labs Inc [Member] | Legal Settlement Agreement [Member]                      
Subsequent Event [Line Items]                      
Loss contingency, Accrual, Current         $ 10,000,000.0            
Loss contingency, Balance sheet caption         The legal settlement is accrued as a customer payable in the Consolidated Balance Sheet as of January 31, 2021 (Note 6).            
Subsequent Event [Member] | Planet Labs Inc [Member] | Amended Hosting Agreement [Member] | Hosting Services [Member]                      
Subsequent Event [Line Items]                      
Purchase obligation   $ 193,000,000.0                  
Purchase commitment, Description   The amended agreement commences on August 1, 2021 and extends through January 31, 2028.                  
Subsequent Event [Member] | Planet Labs Inc [Member] | Amended LOI [Member]                      
Subsequent Event [Line Items]                      
Business acquisition, Percentage of voting interests acquired         100.00%            
Business combination, Consideration transferred         $ 3,500,000,000            
Subsequent Event [Member] | Planet Labs Inc [Member] | Amended LOI [Member] | PIPE Financing [Member]                      
Subsequent Event [Line Items]                      
Stock issued during period, Value         $ 400,000,000.0            
Subsequent Event [Member] | Planet Labs Inc [Member] | VanderSat Holding B.V [Member] | Vandersat Purchase Agreement [Member]                      
Subsequent Event [Line Items]                      
Cash consideration $ 10,200,000                    
Subsequent Event [Member] | Planet Labs Inc [Member] | Common Class A [Member] | VanderSat Holding B.V [Member] | Vandersat Purchase Agreement [Member]                      
Subsequent Event [Line Items]                      
Number of shares issued as consideration 1,900,739