Planet Labs, Inc. entered into letter of intent to acquire dMY Technology Group, Inc. IV (NYSE:DMYQ) from DMY SPONSOR Iv, LLC, Millenium Management, LLC, Sculptor Capital LP, Weiss Asset Management LP and others in a reverse merger transaction for $2.4 billion on April 15, 2021. Planet Labs, Inc. entered into definitive agreement dMY Technology Group, Inc. IV (NYSE:DMYQ) from DMY SPONSOR Iv, LLC and others in a reverse merger transaction for $2.4 billion on July 7, 2021. Subject to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions set forth therein, at the closing, Planet stockholders receive $2.135 billion in aggregate consideration in the form of newly issued New Planet Class A common stock and newly issued New Planet Class B common stock, as applicable, at a per share price of $10.00. In addition to the Aggregate Base Consideration, Planet Stockholders may receive up to an additional 27 million shares in earnout consideration in the form of New Planet Class A common stock or New Planet Class B common stock, as applicable. The Contingent Consideration may be earned in four equal tranches (x) when the closing price of New Planet Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to the fifth anniversary of the Closing or (y) when New Planet consummates a change of control transaction that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Contingent Consideration that remains unvested on the first business day after five years from Closing will be forfeited without any further consideration. The transaction values Planet at a post-transaction equity value of approximately $2.8 billion. Existing Planet stockholders will retain 77% ownership in the pro forma company and may receive up to an additional 27 million new Planet shares. Holders of shares of Planet capital stock are expected to hold, in the aggregate, approximately 75% of the issued and outstanding shares of New Planet common stock immediately following the Closing, assuming no redemptions and without giving effect to any dilutive instruments, such as the exercise of the dMY IV warrants. William Marshall and Robert Schingler Jr. as holders of New Planet Class B common stock are expected to hold approximately 7.7% of the issued and outstanding shares and approximately 62.4% of the combined voting power of New Planet. Concurrently with the consummation of the transaction, additional investors have committed to participate in the proposed business combination by purchasing shares of Class A common stock of dMY IV in a private placement. The $200 million PIPE investment is led by funds and accounts managed by BlackRock, with participation from Koch Strategic Platforms, Marc Benioff's TIME Ventures, and Google. After paying transaction expenses and paydown of Planet's existing debt, the balance of the $345 million in cash held in dMY IV's trust account, together with the approximately $200 million in PIPE proceeds, will be used to fund operations and support new and existing growth initiatives. As of September 16, 2021, dMY IV received a commitment for a $50 million investment from Canada Pension Plan Investment Board and Cypress Point Investment Management. The new commitments bring proceeds raised in the PIPE transaction to over $250 million, which will satisfy the minimum cash closing condition of the Business Combination. New Planet will not have units traded following the Closing. Upon closing, the combined company will retain the Planet name and be listed on the NYSE under the ticker symbol “PL.” In addition, in connection with the consummation of the Business Combination, dMY IV will be renamed “Planet Labs PBC”.

Planet's management team, led by Chief Executive Officer, Co-Founder and Chair Will Marshall and Chief Strategy Officer, Co-Founder and Director, Robbie Schingler, Chief Financial Officer/Chief Operation Officer Ashley Johnson and President, Product and Business Strategy, Kevin Weil, will continue to lead the public company following the transaction. Additionally, dMY IV will nominate one director to serve on the board of directors of the public company following the transaction, with such director being reasonably acceptable to Planet. Nate Gonzalez joins Planet as Vice President of Platform Product and Ali Jafari joins Planet as Vice President of Corporate Development. dMY IV Stockholders are not entitled to exercise dissenters' rights or appraisal rights under Delaware law in connection with the Business Combination.

The transaction is subject to approval by dMY IV's and Planet's stockholders and other customary closing conditions such as the Registration Statement will have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC and not withdrawn, dMY IV shall not have received valid redemption requests that would require it to redeem dMY IV Class A common stock in an amount that would cause dMY IV not to have, at least $5,000,001 of net tangible assets, dMY IV's Class A common stock to be issued in connection with the transactions contemplated by the Merger Agreement shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance thereof, the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination and (x) solely with respect to Planet, after giving effect to applicable redemptions, dMY IV having a minimum of $250,000,000 in cash available to it at Closing. The dMY IV Board recommends that the dMY IV Stockholders vote “FOR” the approval of the Business Combination Proposal. The Business Combination is subject to the expiration or termination of the waiting period applicable under the HSR Act and the receipt of the necessary consents from the FCC and NOAA. Planet and dMY IV made the necessary FCC and NOAA filings on July 16, 2021 and the HSR filing on July 21, 2021. The Private Placement is expected to close immediately prior to the consummation of the Business Combination. The transaction has been unanimously approved by dMY IV's Board of Directors and Planet's Board of Directors. On November 5, 2021, the Securities and Exchange Commission declared effective the Registration Statement on Form S-4 (“Registration Statement”) in connection with its proposed business combination. As of December 3, 2021, the transaction has been approved by the shareholders of dMY Technology. The transaction is expected to close later 2021.

Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Planet. Morgan Stanley & Co. LLC and Needham & Company, LLC are acting as financial advisors to dMY IV. Josh Dubofsky, Saad Khanani, Drew Capurro, Phillip Stoup, Julie Crisp, Grace Lee, Anthony Klein, Robert Blamires, Joshua Holian, Joseph Simei, James Barker, Kyle Jefcoat, Les Carnegie and Elizabeth Deeley of Latham & Watkins LLP is serving as legal advisor to Planet. Joel Rubinstein, Jonathan Rochwarger, James Hu, Laura Katherine Mann, Era Anagnosti, Mukund Dhar and Erin Hanson of White & Case LLP is serving as legal advisors to dMY IV. White & Case and Wiley Rein LLP acted as due diligence advisor to dMY IV. Morrow Sodali acted as Morrow Sodali to dMY IV with a fee of $30,000, plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to dMY IV. Goldman, Morgan Stanley & Co. LLC (“ Morgan Stanley ”) and Needham will receive, in the aggregate, $21,930,000 in fees in connection with certain financial advisory services provided to Planet and dMY IV.