S-3ASR 1 ny20075555x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on June 5, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Planet Labs PBC

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)			85-4299396 (I.R.S. Employer Identification Number)

645 Harrison Street, Floor 4

San Francisco, California 94107

(415) 829-3313

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas Murphy

General Counsel

645 Harrison Street, Floor 4

San Francisco, California 94107

(415) 829-3313

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Katharine Martin

Erik Franks

Lauren Lichtblau

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐


			Page
About this Prospectus			ii
Prospectus Summary			1
Risk Factors			3
Forward-Looking Statements			4
Use of Proceeds			5
Description of Capital Stock			6
Plan of Distribution			12
Legal Matters			14
Experts			14
Where You Can Find More Information			14
Incorporation by Reference			15


			Amount to be Paid
SEC registration fee			$ †
Stock exchange listing fee			*
Printing and engraving expenses			*
Accounting fees and expenses			*
Legal fees and expenses			*
Transfer agent and registrar fees and expenses			*
Miscellaneous expenses			*
Total			$*


			PLANET LABS PBC

			By:			/s/ William Marshall
						William Marshall
						Chief Executive Officer


Signature	Title	Date

/s/ William Marshall	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	June 5, 2026
William Marshall		June 5, 2026

/s/ Ashley Johnson	President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 5, 2026
Ashley Johnson		June 5, 2026

/s/ Robert Schingler, Jr.	Director	June 5, 2026
Robert Schingler, Jr.	Director	June 5, 2026

/s/ Carl Bass	Director	June 5, 2026
Carl Bass	Director	June 5, 2026

/s/ Ita Brennan	Director	June 5, 2026
Ita Brennan	Director	June 5, 2026

/s/ Vijaya Gadde	Director	June 5, 2026
Vijaya Gadde	Director	June 5, 2026

/s/ John W. Raymond	Director	June 5, 2026
John W. Raymond	Director	June 5, 2026

/s/ Scott Reese	Director	June 5, 2026
Scott Reese	Director	June 5, 2026

/s/ Kristen Robinson	Director	June 5, 2026
Kristen Robinson	Director	June 5, 2026

/s/ Gary Smith	Director	June 5, 2026
Gary Smith	Director	June 5, 2026

SEC Form S-3ASR filed by Planet Labs PBC