dMY Technology Group, Inc. IV (Form: S-4/A, Received: 10/13/2021 06:06:22)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).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).Excludes $969 of cash balance held within the Trust Account 0001836833 2020-12-15 2020-12-31 0001836833 2021-01-01 2021-06-30 0001836833 2021-04-01 2021-06-30 0001836833 2020-12-31 0001836833 2021-06-30 0001836833 2021-01-01 2021-03-31 0001836833 2021-03-04 0001836833 2021-03-09 2021-03-09 0001836833 2021-03-09 0001836833 2020-12-14 0001836833 2021-03-31 0001836833 us-gaap:USTreasurySecuritiesMember 2021-06-30 0001836833 us-gaap:FairValueInputsLevel1Member us-gaap:USTreasurySecuritiesMember 2021-06-30 0001836833 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel2Member 2021-06-30 0001836833 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel3Member 2021-06-30 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As filed with the United States Securities and Exchange Commission on October 12, 2021

Registration No: 333-258431

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

dMY Technology Group, Inc. IV

(Exact name of registrant as specified in its charter)


Delaware	6770	85-4299396
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

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

Niccolo de Masi

Chief Executive Officer

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

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

Copies to:


Joel L. Rubinstein Era Anagnosti Laura Katherine Mann James Hu White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200		William Marshall Ashley Johnson Amy Keating Planet Labs Inc. 645 Harrison Street, Floor 4 San Francisco, California 94107 (415) 829-3313		Josh Dubofsky Drew Capurro Saad Khanani Phillip Stoup Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600

Approximate date of commencement of proposed sale to the public

: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or a smaller reporting 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.

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

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:


☐ Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (7)
Class A common stock, par value $0.0001 per share	218,903,967 (1)	$9.84	$2,154,015,035.28 (2)	$235,003.04 (3)
Class B common stock, par value $0.0001 per share	21,596,033 (4)	$9.84	$212,504,964.72 (2)	$23,184.29 (3)
Class A common stock, par value $0.0001 per share	21,596,033 (5)	—	—	— (6)
Total			$2,366,520,000	$258,187.33

(1)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“

dMY IV Class

A common stock

”), of dMY Technology Group, Inc. IV (“

dMY IV

”) estimated to be issued in connection with the business combination described herein (the “

Business Combination

”). Such maximum number of shares of dMY IV Class A common stock is based on the sum of (a) 217,305,381 shares of dMY IV Class A common stock to be issued to the holders of (i) shares of Class A common stock, par value $0.00002 per share (“

Planet Class

A common stock

”), of Planet Labs Inc. (“

Planet

”) and (ii) shares of preferred stock, par value $0.00002 per share (“

Planet preferred stock

”), of Planet and (b) 1,598,586 shares of dMY IV Class A common stock reserved for issuance upon the settlement of Planet warrants outstanding as of June 29, 2021, which warrants will automatically convert into warrants to purchase shares of dMY IV Class A common stock upon consummation of the business combination described herein.

(2)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 218,903,967 shares of dMY IV Class A common stock and 21,596,033 shares of dMY IV Class B common stock (as defined below) and (ii) $9.84, the average of the high and low trading prices of dMY IV Class A common stock on July 29, 2021 (within five business days prior to the date of this Registration Statement). For purposes of calculating the registration fee, the dMY IV Class B common stock is treated as having the same value as the dMY IV Class A common stock as each share of dMY IV Class B common stock is convertible into one share of dMY IV Class A common stock.

(3)	Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(4)

Shares of Class B common stock, par value $0.0001 per share (“

dMY IV Class

B common stock

”), of DMY IV to be issued to the holders of shares of Class B common stock, par value $0.00002 per share (“

Planet Class

B common stock

”) of Planet in connection with the Business Combination transaction.

(5)	dMY IV Class A common stock issuable upon the conversion of dMY IV Class B common stock.

(6)	Pursuant to rule 457(i) promulgated under the Securities Act, no separate registration fee is required.

(7)	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION DATED OCTOBER 12, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF DMY TECHNOLOGY GROUP, INC. IV

AND

PROSPECTUS FOR

218,903,967 SHARES OF CLASS A COMMON STOCK AND 21,596,033 SHARES OF CLASS B COMMON STOCK OF DMY TECHNOLOGY GROUP, INC. IV

On July 6, 2021, the board of directors of dMY Technology Group, Inc. IV, a Delaware corporation (“

dMY IV

,” “

”

“

our

”), unanimously approved an agreement and plan of merger, dated July 7, 2021, by and among dMY IV, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“

First Merger Sub

”), Photon Merger Sub Two, LLC, Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“

Second Merger Sub

”), and Planet Labs Inc. (“

Planet

”) (as it may be amended and/or restated from time to time, the “

Merger Agreement

”). If the Merger Agreement is adopted by dMY IV’s stockholders and the transactions under the Merger Agreement are consummated, First Merger Sub will merge with and into Planet (the “

First Merger

”) with Planet (the “

Surviving Corporation

”) surviving the merger as a wholly owned subsidiary of dMY IV, and, pursuant to Planet’s election under the Merger Agreement, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into dMY IV (the “

Second Merger

”) and together with the First Merger, the “

Business Combination

”), with dMY IV surviving the merger. In addition, in connection with the consummation of the Business Combination, dMY IV will be renamed “Planet Labs PBC” and is referred to herein as “

New Planet

” as of the time following such change of name.

At the effective time of the First Merger (the “

Effective Time

”), the stock consideration to be issued to (i) the then current holders of Class A common stock and preferred stock in Planet will be in the form of Class A common stock of New Planet and (ii) the then current holders of Class B common stock in Planet will be in the form of Class B common stock of New Planet. Class B common stock of New Planet will have the same economic terms as the Class A common stock of New Planet, but the Class B common stock will have 20 votes per share. The New Planet Class B common stock will be subject to a “sunset” provision on the earliest of the date that is the (a)

10-year

anniversary of the closing of the Business Combination (the “

Closing

”) and (b) the date that is six months after the date that such Planet Founder (as defined below) no longer provides services to New Planet as a director, executive officer, member of the senior leadership team or other full-time employee with an

on-going

substantial role at New Planet, and also automatically converts to New Planet Class A common stock in the event of incapacity or death of the applicable Planet Founder (as further described in the Proposed Charter). Shares of New Planet Class B common stock held by a Planet Founder shall also automatically convert into shares of New Planet Class A common stock immediately (x) following the transfer of such shares of New Planet Class B common stock to a person other than a qualified stockholder of such Planet Founder, (y) on the Sunset Date (as defined below), or (z) upon such Planet Founder’s death or mental incapacity (as further described in the Proposed Charter. The Class A common stock and Class B common stock of New Planet that is required to be issued as merger consideration will be valued at $10.00 per share in each case.

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. William Marshall and Robert Schingler Jr. (the “

Planet Founders

”) 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.

Planet stockholders other than the Planet Founders are expected to hold approximately 68.1% of the issued and outstanding shares and approximately 28% of the voting power of New Planet. The dMY IV Public Stockholders are expected to hold approximately 12.2% of the issued and outstanding shares and approximately 5.0% of the voting power of New Planet. dMY IV’s sponsor and its independent directors are expected to hold approximately 3.1% of the issued and outstanding shares and approximately 1.2% of the voting power of New Planet. The PIPE Investors are expected to hold approximately 8.9% of the issued and outstanding shares and approximately 3.6% of the voting power of New Planet. These percentages assume that no public stockholders exercise their redemption rights in connection with the Business Combination and are subject to other important assumptions, which are set forth in more detail on pages 18 and 20. See “

Questions and Answers About the Business Combination and the Special Meeting—What voting power will current dMY IV Stockholders, the Planet Founders and other Planet Stockholders hold in New Planet immediately after the consummation of the Business Combination?

” for more information.

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At the Effective Time, each outstanding option to purchase shares of Planet common stock (a “

Planet Option

”) will be assumed by New Planet and will be converted into (i) an option to acquire Class A common stock of New Planet with the same terms and conditions as applied to the Planet Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger (each such option, a “

New Planet Option

”) and (ii) with respect to each share of Planet common stock subject to such Planet Option immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration (as defined herein), if any. The number of shares underlying such New Planet Option will be determined by multiplying the number of shares of Planet common stock subject to such option immediately prior to the Effective Time, by the ratio determined by dividing the number of shares constituting the Aggregate Merger Consideration (as defined herein) by the number of Aggregate Fully Diluted Planet Common Shares (as defined herein) (the product being the “

exchange ratio

”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Planet Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the exchange ratio, which quotient shall be rounded up to the nearest full cent.

At the Effective Time, each Planet restricted stock unit award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into (i) a restricted stock unit award covering a number of shares of New Planet Class A Common Stock equal to the number of shares of Planet common stock underlying such unvested Planet restricted stock unit award immediately prior to the Effective Time, multiplied by the exchange ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet restricted stock unit award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) with respect to each share of Planet common stock subject to such unvested Planet restricted stock unit award immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration, if any.

At the Effective Time, each Planet restricted stock unit award that is outstanding and vested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into the right to receive (i) a portion of the Aggregate Share Consideration (as defined herein) in the form of New Planet Class A common stock equal to the exchange ratio multiplied by the number of shares underlying such vested Planet Restricted Stock Unit Award as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (ii) with respect to each share of Planet common stock subject to such vested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Contingent Consideration, if any.

At the Effective Time, each Planet restricted stock award that is outstanding and unvested as of immediately prior to the Effective Time will be cancelled and converted into (a) a restricted stock award covering a number of shares of Planet Class A Common Stock equal to the number of shares of Planet common stock underlying such unvested Planet restricted stock award immediately prior to the Effective Time, multiplied by the exchange ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet restricted stock award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger, plus (b) with respect to each share of Planet common stock underlying such Planet restricted stock award as of immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration, if any.

In connection with the entry into the Merger Agreement, dMY IV entered into a sponsor support agreement with dMY Sponsor IV, LLC (the “

Sponsor

”), pursuant to which the Sponsor agreed to vote its shares in favor of the Business Combination (the “

Sponsor Support Agreement

”), and Planet entered into voting agreements (the

“

Company Holders Support Agreements

”) with certain of its stockholders, pursuant to which holders representing the requisite vote required to adopt the Merger Agreement and approve the transactions contemplated thereby agreed to vote their shares in favor of the Business Combination. Contingent on the consummation of the Business Combination, the Sponsor also agreed that, as of the consummation of the Business Combination, 862,500 shares of its founder shares and 2,966,667 of the warrants to purchase New Planet Class A common stock, in each case that are held by the Sponsor immediately following Closing (the “

Sponsor Earnout Securities

”), will be unvested and will vest in four equal tranches when the closing price of New Planet Class A common stock equals or exceeds

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$15.00, $17.00, $19.00 and $21.00, respectively, over any 20 trading days within any 30 day trading period prior to the fifth anniversary of the Closing. The Sponsor Earnout Securities that remain unvested on the first business day after five years from Closing will be cancelled by New Planet and will no longer be issued and outstanding.

Certain of Planet’s stockholders, including the Planet Founders, the Sponsor and the directors of dMY IV also agreed to enter into at the Effective Time

lock-up

arrangements with respect to shares they received in connection with the Business Combination for periods ranging from 180 days to 18 months following the Closing, as more fully described in this proxy statement/prospectus.

dMY IV’s units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the “

NYSE

”) under the symbols “

DMYQ.U

”, “

DMYQ

” and “

DMYQ WS

”, respectively. dMY IV intends to apply to list the New Planet Class A common stock and public warrants on the NYSE under the symbols “

” and “

PL WS

”, respectively, upon the Closing. New Planet will not have units traded following the Closing.

dMY IV will hold a special meeting of stockholders (the “

Special Meeting

”) to consider matters relating to the Business Combination. dMY IV cannot complete the Business Combination unless dMY IV’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. dMY IV is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

Unless adjourned, the Special Meeting of the stockholders of dMY IV will be held at [

time

] a.m., New York City time, on [

date

] at [

virtual meeting link

]. In light of ongoing developments related to the novel coronavirus

(COVID-19),

after careful consideration, dMY IV has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting [

virtual meeting link

] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about dMY IV and New Planet and certain related matters. You are encouraged to read this proxy statement/prospectus carefully.

In particular, when you consider the recommendation regarding these proposals by the board of directors of dMY IV, you should keep in mind that dMY IV’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating dMY IV.

See the section entitled “

Risk Factors

” beginning on page 67 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali (“

Morrow

”), our proxy solicitor, by calling (800)

662-5200,

or banks and brokers can call collect at (203)

658-9400,

or by emailing DMYQ.info@investor.morrowsodali.com. This notice of Special Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [

virtual meeting link

Neither the Securities and Exchange Commission (the “

SEC

”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [ ], 2021, and is first being mailed to stockholders of dMY IV on or about [ ], 2021.

iii

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [ ], 2021

DMY TECHNOLOGY GROUP, INC. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

TO THE STOCKHOLDERS OF DMY TECHNOLOGY GROUP, INC. IV:

NOTICE IS HEREBY GIVEN that a special meeting (the “

Special Meeting

”) of the stockholders of dMY Technology Group, Inc. IV, a Delaware corporation (“

dMY IV

,” “

”

“

our

”), will be held at [

time

] a.m., New York City time, on [

date

], 2021 at [

virtual meeting link

]. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)

Proposal No.

1 — The Business Combination Proposal—

to consider and vote upon a proposal to approve the agreement and plan of merger, dated as of July 7, 2021 (as may be amended and/or restated from time to time, the “

Merger Agreement

”), by and among dMY IV; Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“

First Merger Sub

”); Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“

Second Merger Sub

”); and Planet Labs Inc., a Delaware corporation (“

Planet

”); and the transactions contemplated thereby, pursuant to which First Merger Sub will merge with and into Planet (the “

First Merger

”) with Planet (the “

Surviving Corporation

Second Merger

” and together with the First Merger, the “

Business Combination

” and such proposal, the “

Business Combination Proposal

”), with dMY IV surviving the merger;

(b)	Proposal No. 2 (A) — (B) — The Charter Proposals— to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Charter, as follows:

•

Proposal No. 2 (A)

— A proposal to approve and adopt the second amended and restated certificate of incorporation of dMY IV (the “

Proposed Charter

”), which will replace dMY IV’s amended and restated certificate of incorporation, dated March 4, 2021 (the “

Current Charter

”) and will be in effect upon the closing of the Business Combination (the “

Closing

”) (we refer to such proposal as “

Charter Proposal A

”); and

•

Proposal No. 2 (B)

— A proposal to (i) approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of dMY IV Class A common stock from 380,000,000 shares to 570,000,000 shares of New Planet Class A common stock and the total number of authorized shares from 401,000,000 shares to 631,500,000 shares and (ii) to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL, which, if approved, will both be in effect upon the Closing (we refer to such proposal as “

Charter Proposal B

”, and along with Charter Proposal A, the “

Charter Proposals

”).

(c)

Proposal No.

3 — The Advisory Charter Proposals—

to consider and vote upon separate proposals to approve, on a

non-binding

advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as eight separate

sub-proposals

(we refer to such proposals as the “

Advisory Charter Proposals

”);

(i)

Advisory Charter Proposal A —

Under the Proposed Charter, New Planet will be authorized to issue 631,500,000 shares of capital stock (or 441,500,000 shares of capital stock in the event Charter Proposal B does not pass), consisting of (i) 570,000,000 shares of New Planet Class A common stock (or 380,000,000 shares of New Planet Class A common stock in the event Charter Proposal B does not

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pass), par value $0.0001 per share, (ii) 30,000,000 shares of New Planet Class B common stock, par value $0.0001 per share (assuming the holders of dMY IV Class B common stock approve such increase), (iii) 30,000,000 shares of New Planet Class C common stock, par value $0.0001 per share, and (iv) 1,500,000 shares of New Planet preferred stock, par value $0.0001 per share, as opposed to the Current Charter authorizing dMY IV to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share;

(ii)

Advisory Charter Proposal B —

Under the Proposed Charter, holders of shares of New Planet Class A common stock will be entitled to cast one vote per share of New Planet Class A common stock and holders of shares of New Planet Class B common stock will be entitled (prior to the Sunset Date, as defined below) to cast 20 votes per share of New Planet Class B common stock on each matter properly submitted to New Planet’s stockholders entitled to vote, as opposed to, under the Current Charter, each share of dMY IV Class A common stock and dMY IV Class B common stock being entitled to one vote per share on each matter properly submitted to dMY IV’s stockholders entitled to vote;

(iii)

Advisory Charter Proposal C

— Under the Proposed Charter, until the Sunset Date (as defined below), any actions required to be taken or permitted to be taken by the stockholders of New Planet Class A common stock and New Planet Class B common stock may be taken by written consent signed by the stockholders of New Planet having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to, under the Current Charter, the lack of ability of holders of shares of dMY IV common stock to take stockholder action by written consent;

(iv)

Advisory Charter Proposal D —

In addition to any vote required by applicable law, heightened standards for amendments of certain provisions in the Proposed Charter relating to: (i) designations, powers, privileges and rights, and the qualifications, limitations or restrictions in respect of each class of capital stock of New Planet, (ii) classification and election of the New Planet Board, (iii) actions taken by the stockholders of New Planet, (iv) exculpation of personal liability of a director of New Planet, (v) business combination with an interested stockholder, (vi) indemnification of persons serving as directors or officers of New Planet, (vii) forum for certain legal actions, (viii) mergers or consolidations that would result in New Planet no longer being a public benefit corporation with identical charter provisions identifying the public benefit(s), (ix) competition and corporate opportunities and (x) amendment to the Proposed Charter;

(v)

Advisory Charter Proposal E —

Under the Proposed Charter, New Planet will no longer be governed by Section 203 of the General Corporation Law of the State of Delaware (the “

DGCL

”) and, instead, the Proposed Charter will include a provision that is substantially similar to Section 203 of the DGCL, but excludes certain parties’ from the definition of “interested stockholder,” and will make certain related changes; however, New Planet’s election to opt out of Section 203 of the DGCL will take effect twelve months following the date the Proposed Charter is filed and, during this twelve-month waiting period immediately following the filing of the Proposed Charter, the Section 203 restrictions on business combinations will continue to apply;

(vi)

Advisory Charter Proposal F —

The Proposed Charter will also include a provision with respect to corporate opportunities, that will provide that each “Identified Person” is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as New Planet or any of its subsidiaries, subject to certain limited exceptions;

(vii)

Advisory Charter Proposal G —

The Proposed Charter designates New Planet as a public benefit corporation and identifies its public benefit as to accelerate humanity toward a more sustainable, secure and prosperous world by illuminating environmental and social change as opposed to the Current

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Charter, which provides that dMY IV’s purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL; and

(viii)

Advisory Charter Proposal H —

The directors of New Planet will be classified into three classes, with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i) until the last applicable Sunset Date, a director may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of New Planet entitled to vote at an election of directors and (ii) following the last applicable Sunset Date, a director may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least

two-thirds

(66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New Planet entitled to vote at an election of directors.

(d)

Proposal No.

4 — The Stock Issuance Proposal—

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and Charter Proposal A are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of dMY IV common stock pursuant to the terms of the Merger Agreement and (y) shares of dMY IV Class A common stock to certain institutional investors and individuals (the “

PIPE Investors

”) in connection with the Private Placement (as later defined in this proxy statement/prospectus), plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “

Stock Issuance Proposal

”);

(e)

Proposal No.

5 — The Incentive Plan Proposal—

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A and the Stock Issuance Proposal are approved and adopted, the New Planet 2021 Incentive Award Plan (the “

Incentive Plan

”), a copy of which is attached to this proxy statement/prospectus as

Annex

, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “

Incentive Plan Proposal

”);

(f)

Proposal No.

6 — The ESPP Proposal—

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the New Planet 2021 Employee Stock Purchase Plan (the “

ESPP

”), a copy of which is attached to this proxy statement/prospectus as

Annex E

, including the authorization of the initial share reserve under the ESPP (we refer to this proposal as the “

ESPP Proposal

”);

(g)

Proposal No. 7—The Adjournment Proposal—

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, Charter Proposal A, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (together the “

condition precedent proposals

”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “

Adjournment Proposal

”).

Only holders of record of shares of dMY IV’s Class A common stock and Class B common stock (collectively, “

dMY IV Common Stock

”) at the close of business on October 19, 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “

Risk Factors

.”

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After careful consideration, the dMY IV Board has determined that each of the Business Combination Proposal, the Charter Proposals, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of dMY IV and its stockholders and unanimously recommends that you vote or give instruction to vote “

FOR

” each of those proposals.

The existence of financial and personal interests of dMY IV’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of dMY IV and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “

The Business Combination Proposal — Interests of dMY IV’s Directors and Officers in the Business Combination

” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. Charter Proposal B is conditioned on the approval of Charter Proposal A, but is not conditioned on the approval of any other proposal, and the Business Combination may be consummated if each of the condition precedent proposals is approved but Charter Proposal B is not. The Adjournment Proposal and the Advisory Charter Proposals are not conditioned on the approval of any other proposal.

In connection with our initial public offering, our initial stockholders, the Sponsor and our officers and directors at the time of our initial public offering entered into a letter agreement to vote their shares of dMY IV Class B common stock purchased prior to our initial public offering (the “

founder shares

”), as well as any shares of dMY IV Class A common stock sold as part of the units by us in our initial public offering (the “

public shares

”) purchased by them during or after our initial public offering, in favor of our initial business combination, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.

Pursuant to the Current Charter, a holder of public shares (a “

public stockholder

”) may request that dMY IV redeem all or a portion of its public shares for cash if the Business Combination is consummated. There will be no redemption rights upon the completion of our initial business combination, including the Business Combination, with respect to dMY IV’s warrants. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)	(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)

prior to 12:00 p.m., New York City time, on [ ], 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, dMY IV’s transfer agent (the “

transfer agent

”), that dMY IV redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“

DTC

”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and

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a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “

Trust Account

”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the initially scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that dMY IV instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “

The Special Meeting — Redemption Rights

” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) 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% of the shares sold in our IPO without dMY IV’s prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares sold in our initial public offering, then any such shares in excess of that 20% limit would not be redeemed for cash without dMY IV’s prior consent.

Subject to approval by dMY IV Stockholders of the condition precedent proposals, at the Closing, we will adopt a multi-class stock structure, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 20 votes per share. The Class B common stock of New Planet will have the same economic terms as the Class A common stock of New Planet. Upon the Closing, all stockholders of New Planet will hold only shares of New Planet Class A common stock, except for the Planet Founders and their permitted transferees, who will hold shares of New Planet Class B common stock. Immediately following the Closing, including by virtue of each Planet Founder’s holdings of New Planet Class B common stock, the Planet Founders and their permitted transferees are currently expected to hold in excess of approximately 65% of the voting power of the issued and outstanding capital stock of New Planet, assuming no redemptions of our public shares in connection with the Business Combination. The New Planet Class B common stock is subject to a “sunset” provision on the earliest of the date that is the (a)

10-year

anniversary of the Closing and (b) the date that is six months after the date that such Planet Founder no longer provides services to New Planet as a director, executive officer, member of the senior leadership team or other full-time employee with an

on-going

substantial role at New Planet, and also automatically converts to New Planet Class A common stock in the event of incapacity or death of the applicable Planet Founder. Shares of New Planet Class B common stock held by a Planet Founder shall also automatically convert into shares of New Planet Class A common stock immediately (x) following the transfer of such shares of New Planet Class B common stock to a person other than a qualified stockholder of such Planet Founder, (y) on the Sunset Date (as defined below), or (z) upon such Planet Founder’s death or mental incapacity (as further described in the Proposed Charter). See “

Description of New Planet Securities—New Planet Class

B Common Stock

.”

Furthermore, on July 7, 2021, concurrently with the execution of the Merger Agreement, dMY IV entered into subscription agreements (the “

Initial Subscription Agreements

”) with a number of subscribers (the “

Initial Subscribers

”), pursuant to, and on the terms and subject to the conditions of which, the Initial Subscribers have collectively subscribed for and agreed to purchase immediately prior to the Closing an aggregate of 20,000,000 shares of dMY IV Class A common stock at a purchase price of $10.00 per share. On September 13, 2021, dMY

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IV entered into new subscription agreements (the “

Additional Subscription Agreements

”, collectively with the Initial Subscription Agreements, the “

Subscription Agreements

”) with certain “accredited investors” (as defined by Rule 501 of Regulation D) (the “

Additional Subscribers

” and together with the Initial Subscribers, the “

PIPE Investors

”) on similar terms as the Initial Subscription Agreements, pursuant to which the Additional Subscribers agreed to purchase, and dMY IV agreed to sell to the Additional Subscribers, 5,200,000 shares of dMY IV Class A common stock (the “

Additional PIPE Shares

”) at a purchase price of $10.00 per share, which is the same purchase price as paid by the Initial Subscribers. The consummation of the Business Combination is conditioned upon, among other things, dMY IV having a minimum of $250 million available to it at the Closing of the Business Combination (the “

Minimum Cash Closing Condition

”) (though this condition may be waived by Planet). The anticipated proceeds from the PIPE Investment will total $252 million, which is expected to satisfy the Minimum Cash Closing Condition.

All dMY IV Stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of dMY IV Common Stock, you may also cast your vote at the Special Meeting electronically by visiting [

virtual meeting link

]. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. Charter Proposal A requires the affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock, voting as a single class, and at least a majority of the outstanding shares of dMY IV Class B common stock. Charter Proposal B requires the affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock, voting as a single class, and at least a majority of the outstanding shares of dMY IV Class A common stock. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “

AGAINST

” the Charter Proposals. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If your shares are held in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the condition precedent proposals are approved at the Special Meeting. Each of the condition precedent proposals is cross-conditioned on the approval of each other. Charter Proposal B is conditioned on the approval of Charter Proposal A but is not conditioned on the approval of any other proposal, and the Business Combination may be consummated if each of the condition precedent proposals is approved but Charter Proposal B is not. The Adjournment Proposal and the Advisory Charter Proposals are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali (“

Morrow

”), our proxy solicitor, by calling (800)

662-5200,

or banks and brokers can call collect at (203)

658-9400,

or by emailing DMYQ.info@investor.morrowsodali.com. This notice of Special Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [

virtual meeting link

Thank you for your participation. We look forward to your continued support.

[

date

] , 2021

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF DMY IV CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF DMY IV CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF DMY IV CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “

THE SPECIAL MEETING—REDEMPTION RIGHTS

” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on

Form S-4

filed with the SEC by dMY IV, constitutes a prospectus of dMY IV under Section 5 of the Securities Act of 1933, as amended (the “

Securities Act

”), with respect to the shares of common stock of dMY IV to be issued to Planet’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of dMY IV under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “

Exchange Act

”).

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to dMY IV Stockholders nor the issuance by dMY IV of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding dMY IV has been provided by dMY IV and information contained in this proxy statement/prospectus regarding Planet has been provided by Planet.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which Planet conducts its business. Planet operates in an industry in which it is difficult to obtain precise industry and market information. Planet has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Planet cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Planet is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “

Risk Factors

” below.

viii

Table of Contents

TABLE OF CONTENTS


Additional Information			1
Certain Defined Terms			2
Cautionary Note Regarding Forward-Looking Statements			12
Questions and Answers about the Business Combination and the Special Meeting			14
Summary of the Proxy statement/prospectus			36
Information About the Parties to the Business Combination			36
The Business Combination and the Merger Agreement			37
Structure of the Business Combination			37
The Business Combination and the Merger Agreement			38
Merger Consideration to Planet Stockholders			38
Treatment of Planet Awards			39
Conditions to the Completion of the Business Combination			40
Termination			40
Ancillary Agreements			41
Sponsor Support Agreement			41
Planet Holders Support Agreement			42
Registration Rights Agreement			42
Lock-Up Agreements			43
The Private Placement			45
Special Meeting of dMY IV Stockholders and the Proposals			45
Recommendation of the dMY IV Board			46
Risks Related to the Multi-Class Share Structure			50
Regulatory Approvals			50
Redemption Rights			51
Appraisal Rights of dMY IV Stockholders			51
Proxy Solicitation			51
Interests of dMY IV’s Directors and Officers in the Business Combination			52
Stock Exchange Listing			55
Sources and Uses of Funds for the Business Combination			55
Accounting Treatment			55
Comparison of Stockholders’ Rights			56
Summary of Risk Factors			56
Emerging Growth Company			58
Summary Historical Financial Information of dMY IV			59
Summary Historical Consolidated Financial Information of Planet			60
Summary Unaudited Pro Forma Condensed Combined Financial Information			62
Market Price, Ticker Symbol and Dividend Information			64
dMY IV			64
Planet			64
Risk Factor Summary			65
Risk Factors			67
Risk Factors Relating to dMY IV and the Business Combination			67
Risks Related to Planet’s Business and Industry			84
Information about the Parties to the Business Combination			118
dMY IV			118
First Merger Sub			118
Second Merger Sub			118
Planet			118
The Special Meeting			119
Overview			119

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Date, Time and Place of the Special Meeting			119
Proposals			119
Record Date; Outstanding Shares; Shares Entitled to Vote			119
Quorum			119
Vote Required and dMY IV Board Recommendation			120
Voting Your Shares			121
Voting Shares Held in Street Name			122
Revoking Your Proxy			122
Share Ownership and Voting by dMY IV’s Officers and Directors			123
Redemption Rights			123
Appraisal Rights			124
Potential Purchases of Shares and/or Public Warrants			124
Costs of Solicitation			125
Other Business			125
Attendance			125
Assistance			125
The Business Combination and The Merger Agreement			126
The Merger Agreement			127
Explanatory Note Regarding the Merger Agreement			127
Closing and Effective Time of the Merger			127
Merger Consideration			128
Treatment of Planet Options and Awards			129
Covenants and Agreements			130
Representations and Warranties			138
Conditions to Closing			142
Termination			144
Effect of Termination			145
Amendment			145
Specific Performance			145
Ancillary Agreements Related to the Business Combination			146
Sponsor Support Agreement			146
Planet Support Agreements			146
Registration Rights Agreement			147
Lock-Up Agreements			147
The Private Placement			149
Public Benefit Corporation			149
Background to the Business Combination			149
Regulatory Approvals			161
Satisfaction of 80% Test			162
Interests of dMY IV’s Directors and Officers in the Business Combination			162
Sources and Uses of Funds for the Business Combination			164
Directors and Executive Officers of New Planet After the Business Combination			164
Stock Exchange Listing			165
Certain Engagements in Connection with the Business Combination and Related Transactions			165
Accounting Treatment			166
The Business Combination Proposal			167
Vote Required for Approval			167
Recommendation of dMY IV Board			167
The Charter Proposals			168
Overview			168
Comparison of Current Charter to Proposed Charter			168
Reasons for the Approval of the Charter Proposals			169

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Change in Authorized Shares			169
Change in Voting Rights			169
Action by Written Consent			170
Stockholder Vote to Amend the Certificate of Incorporation			170
DGCL 203 Opt-Out and Replacement			170
Corporate Opportunity			171
Public Benefit Corporation			171
Corporate Name			171
Provisions Related to Status as a Blank Check Company			171
Vote Required for Approval			172
Recommendation of dMY IV Board			172
The Advisory Charter Proposals			173
Overview			173
Advisory Charter Proposal A—Change in Authorized Shares			173
Advisory Charter Proposal B—Change in Voting Rights			173
Advisory Charter Proposal C—Action by Written Consent			174
Advisory Charter Proposal D—Stockholder Vote to Amend the Certificate of Incorporation			174
Advisory Charter Proposal E—DGCL 203 Opt-Out and Replacement			174
Advisory Charter Proposal F—Corporate Opportunity			175
Advisory Charter Proposal G—Public Benefit Corporation			175
Vote Required for Approval			175
Recommendation of dMY IV Board			176
The Stock Issuance Proposal			177
Why dMY IV Needs Stockholder Approval			177
Vote Required for Approval			177
Recommendation of the dMY IV Board of Directors			177
The Incentive Award Plan Proposal			178
Overview			178
Purpose of the Incentive Plan			178
Summary of the Incentive Plan			178
Material U.S. Federal Income Tax Consequences			181
The ESPP Proposal			184
Overview			184
Purpose of the ESPP			184
Summary of the ESPP			184
Material U.S. Federal Income Tax Consequences			186
The Adjournment Proposal			189
Overview			189
Consequences if the Adjournment Proposal is Not Approved			189
Vote Required for Approval			189
Recommendation of the Board of Directors			189
Unaudited Pro Forma Condensed Combined Financial Information			190
Description of the Business Combination			191
Other Information Related to dMY IV			204
Introduction			204
Initial Public Offering			204
Fair Market Value of Planet’s Business			205
Company Stockholder Approval			205
Voting Restrictions in Connection with Stockholder Meeting			205
Liquidation if No Business Combination			206
Properties			208
Employees			208

iii

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Directors and Executive Officers			209
Number and Terms of Office of Officers and Directors			211
Director Independence			211
Legal Proceedings			211
Periodic Reporting and Audited Financial Statements			211
Management’s Discussion and Analysis of Financial Condition and Results of Operations of dMY IV			212
Overview			212
Going Concern Considerations			214
Results of Operations			214
Contractual Obligations			215
Critical Accounting Policies and Estimates			215
Recent Accounting Pronouncements			217
Business of New Planet			218
Overview			222
Our Opportunity			223
Our Technology Platform			225
Our Customers			233
Our Competitive Position			236
Our Growth Strategy			237
Our Competition			238
Our Public Benefit			238
Our Ethical Commitment			239
Our Operations			239
Our Intellectual Property			240
Legal Proceedings			241
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Planet			242
Business Overview			242
The Business Combination			244
Our Business Model			245
Components of Results of Operations			249
Results of Operations			251
Liquidity and Capital Resources			258
Description of New Planet Securities			271
Authorized and Outstanding Capital Stock			271
New Planet Common Stock			271
Warrants			273
Exclusive Forum			278
Anti-Takeover Effects of Provisions of the Proposed Charter, the Proposed Bylaws and Applicable Law			278
Limitations on Liability and Indemnification of Officers and Directors			280
Corporate Opportunities			281
Dissenters’ Rights of Appraisal and Payment			281
Stockholders’ Derivative Actions			281
Transfer Agent and Registrar			281
Listing of Common Stock			281
Public Benefit Corporation Status			281
Securities Act Restrictions on Resale of Common Stock			283
Rule 144			283
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies			283
Beneficial Ownership of Securities			284
New Planet Management after the Business Combination			286
Board of Directors and Management			286

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Corporate Governance			287
Role of Board in Risk Oversight			287
Composition of the New Planet Board of Directors After the Mergers			287
Board Committees			287
Code of Business Conduct			288
Compensation Committee Interlocks and Insider Participation			289
Independence of the Board of Directors			289
Compensation of Directors and Executive Officers			289
Planet’s Executive Compensation			291
Certain Relationships and Related Party Transactions			295
dMY IV			295
Planet			295
Legal Matters			298
Experts			298
Delivery of Documents to Stockholders			299
Material U.S. Federal Income Tax Considerations			300
Adoption of the Proposed Charter			301
Redemption of dMY IV Class A Common Stock			301
U.S. Holders			302
Non-U.S. Holders			304
Information Reporting and Backup Withholding			305
FATCA Withholding Taxes			306
Stockholder Proposals and Nominations			311
Stockholder Communications			312
Where You Can Find More Information			313


ANNEX A – MERGER AGREEMENT			A-1
ANNEX B – FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			B-1
ANNEX C – FORM OF AMENDED AND RESTATED BYLAWS			C-1
ANNEX D – INCENTIVE PLAN			D-1
ANNEX E – ESPP			E-1
ANNEX F-1 – INITIAL SUBSCRIPTION AGREEMENTS			F-1-1
ANNEX F-2 – ADDITIONAL SUBSCRIPTION AGREEMENTS			F-2-1
ANNEX G – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT			G-1
ANNEX H – LOCK-UP AGREEMENTS			H-1

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about dMY IV from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You can also obtain copies of this proxy statement/prospectus or of the documents incorporated by reference therein, free of charge by requesting them in writing or by telephone at the following address and telephone number:

dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702) 781-4313

Attention: Niccolo de Masi, Chief Executive Officer

Morrow Sodali

470 West Avenue

Stamford CT 06902

Individuals call toll-free:

(800) 662-5200

Banks and brokers call:

(203) 658-9400

DMYQ.info@investor.morrowsodali.com

To obtain timely delivery, dMY IV Stockholders must request the materials no later than five business days prior to the Special Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “

Where You Can Find More Information

”.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “

,” “

our

” and “

dMY IV

” refer to dMY Technology Group, Inc. IV, and the terms “New Planet,” “combined company” and “post-combination company” refer to Planet Labs Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

“

Acquisition Proposal

” means, with respect to Planet and its subsidiaries, any of the following transactions other than the Mergers: (i) any acquisition or purchase, direct or indirect, of: (A) a portion of the business of Planet and its subsidiaries that comprises 15% or more of their combined net revenues or net income; (B) 15% or more of the consolidated assets of Planet and its subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Board of Directors of Planet); or (C) 15% or more of the equity or voting securities on a fully diluted basis of (1) Planet or (2) one or more subsidiaries of Planet holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of Planet and its subsidiaries, including, for the avoidance of doubt, a bona fide equity or convertible equity financing; (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity or voting securities of (A) Planet or (B) one or more subsidiaries of Planet holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of Planet and its subsidiaries; or (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the sale or disposition of (A) Planet or (B) one or more subsidiaries of Planet holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of the Planet and its subsidiaries; or (iv) any initial public offering or direct listing of any equity securities of Planet or any of its subsidiaries on any stock exchange.

“

Additional PIPE Shares

” means 5,200,000 shares of New Planet Class A common stock sold by dMY IV to the Additional Subscriber pursuant to the Additional Subscription Agreements.

“

Additional Subscribers

” means those “accredited investors” (as defined by Rule 501 of Regulation D) that are parties to the Additional Subscription Agreements.

“

Additional Subscription Agreements

” those certain subscription agreements, dated on or about September 13, 2021 by and between dMY IV and the Additional Subscribers.

“

Aggregate Fully Diluted Planet Common Shares

” means, without duplication, (i) the aggregate number of shares of Planet common stock that are (A) issued and outstanding immediately prior to the Effective Time (but excluding shares subject to an unvested Planet Restricted Stock Award, except to the extent subject to vesting only upon the occurrence of the Effective Time; (B) issuable upon, or subject to, the exercise or settlement of Planet Options, Planet Restricted Stock Unit Awards, Planet Notes, Planet Convertible Debt or Planet Warrants that are outstanding immediately prior to the Effective Time (in each case of Planet Options and Planet Restricted Stock Unit Awards, excluding any that are unvested as of immediately prior to the Effective Time, except to the extent subject to vesting only upon the occurrence of the Effective Time), with the number of shares of Planet common stock issuable to be calculated on an

as-converted

basis assuming the consummation of the Mergers; and (C) issuable upon the optional conversion pursuant to Article IV, Section C.5 (a) of the Planet Charter of all Planet preferred stock that are outstanding immediately prior to the Effective Time, with the number of shares of Planet common stock issuable to be calculated on an

as-converted

basis assuming consummation of the Mergers, minus (ii) the Treasury Shares outstanding immediately prior to the Effective Time, minus (iii) a number of shares equal to the aggregate exercise price of the Planet Options that are outstanding immediately prior to the Effective Time (excluding any that are unvested as of immediately prior to the Effective Time, except to the extent subject to vesting only upon the occurrence of the Effective Time) divided by the Per Share Merger Consideration; provided, that any Planet Option with an exercise price equal to

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or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Planet Common Shares.

“

Aggregate Merger Consideration

” means a number of New Planet common stock equal to the quotient obtained by dividing (a) the Closing Date Purchase Price, by (b) $10.00.

“

Aggregate Share Consideration

” means a number of shares (rounded to the nearest whole share) of New Planet common stock equal to (i) the Aggregate Merger Consideration

divided

by (ii) $10.00.

“

Ancillary Agreements

” means (i) the Sponsor Support Agreement and Planet Support Agreements and (ii) the Confidentiality Agreement, taken together.

“

Business Combination

” means the transactions contemplated by the Merger Agreement, including, together, (i) the First Merger and (ii) the Second Merger.

“

Change of Control

” means any transaction or series of transactions (A) the result of which is that a Person or “group” (within the meaning of Section 13(d) of the Exchange Act) of Persons (other than the Planet Founders, New Planet, Surviving Company or any of their respective Subsidiaries), has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing 50% or more of the voting power of or economic rights or interests in the then-outstanding equity securities of New Planet, (B) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (1) the members of the New Planet Board immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the entity surviving the combination or (2) the voting securities of New Planet immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into 50% or more of the combined voting power of the then outstanding voting securities of the Person resulting from such combination, or (C) the result of which is (i) a sale of all or substantially all of the assets of New Planet (as appearing in its most recent balance sheet), or assets of New Planet generating all or substantially all of the gross revenues or net income (as appearing in its most recent income statement), to any Person or (ii) that shares of New Planet Class A common stock are delisted from the principal securities exchange or securities market on which such shares of New Planet Class A common stock are then traded prior to the consummation of such transaction(s).

“

Closing

” means the closing of the Business Combination.

“

Closing Date

” means the date on which the Closing actually occurs.

“

Closing Date Purchase Price

” means $2,135,000,000.

“

Closing Price

” means, for each Trading Day, the last sale price of shares of New Planet Class A common stock reported by Bloomberg (or if not available, by another authoritative source).

“

Code

” means the Internal Revenue Code of 1986, as amended.

“

Company Holders Support Agreements

” means those certain support agreements, dated as of July 7, 2021, by and between Planet and certain of its stockholders.

“

Confidentiality Agreement

” means the Confidentiality Agreement, dated as of March 17, 2021, between dMY IV and Planet.

“

Contingent Consideration

” means the additional 27,000,000 shares in earnout consideration that Planet Stockholders and Planet Award holders may receive in the form of New Planet Class A common stock or New Planet Class B Common stock, as applicable, if certain milestones regarding the price of New Planet Class A common stock are achieved.

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“

COVID-19

” means

SARS-CoV-2

COVID-19,

and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“

COVID-19

Measures

” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to

COVID-19,

including the CARES Act and Families First Act.

“

DGCL

” means the General Corporation Law of the State of Delaware.

“

Dissenting shares

” means the totality of shares of Planet common stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL or, to the extent applicable, Chapter 13 of the California Corporations Code.

“

dMY IV

” means dMY Technology Group, Inc. IV, a Delaware corporation (which, after the Closing will be known as Planet Labs PBC).

“

dMY IV Board

” means the board of directors of dMY IV.

“

dMY IV Class A common stock

” means the shares of Class A common stock, par value $0.0001 per share, of dMY IV.

“

dMY IV Class B common stock

” means the shares of Class B common stock, par value $0.0001 per share, of dMY IV.

“

dMY IV Closing Cash Amount

” means an amount equal to the sum of

(a) the amount of cash available in the Trust Account as of the Closing after deducting the dMY IV Share Redemption Amount,

plus

(b) the PIPE Investment Amount, to the extent actually received by dMY IV, Planet or any of their respective Subsidiaries substantially concurrently with the Closing, in each case of clauses (a) and (b) prior to giving effect to the payment of any dMY IV Transaction Expenses or Planet Transaction Expenses.

“

dMY IV Common Stock

” means, collectively, the dMY IV Class A common stock and dMY IV Class B common stock.

“

dMY IV PIPE Expenses

” means any expenses, fees or costs incurred in connection with the PIPE Investment (including the success fees payable to the placement agents of the PIPE Investment pursuant to the applicable engagement letters), excluding any Planet PIPE Expenses.

“

dMY IV Stockholder Approval

” means the approval of (1) Charter Proposal A by an affirmative vote of the holders of (i) at least a majority of the outstanding shares of dMY IV Class B common stock and (ii) at least a majority of the outstanding shares of dMY IV Common Stock, in each case, entitled to vote (as determined in accordance with dMY IV’s Governing Documents) at a shareholders’ meeting duly called by the dMY IV Board and held for such purpose, (2) the Business Combination Proposal, Stock Issuance Proposal, Incentive Plan Proposal, ESPP Proposal, and if necessary, the Adjournment Proposal, in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with dMY IV’s Governing Documents), and (3) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to this Registration Statement or correspondence related thereto or any other proposals as reasonably agreed by dMY IV and Planet to be necessary or appropriate in connection with the transactions contemplated by the Merger Agreement, in

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each case, by the applicable requisite votes. The vote at the dMY IV Stockholders’ Meeting on any other matter than those described in the foregoing, including a vote on any separate or unbundled advisory proposals, will not affect whether the dMY IV Stockholder Approval shall have been obtained.

“

dMY IV Stockholders

” means the holders of dMY Common Stock.

“

dMY IV Stockholders’ Meeting

” means the meeting of the stockholders of dMY IV, convened in accordance with dMY IV’s Governing Documents and Section 3.12.03 of the listing rules of the NYSE, wherein the stockholders of dMY will consider and vote on the Transaction Proposals.

“

dMY IV Transaction Expenses

” means the

out-of-pocket

fees and expenses paid or payable by dMY IV as a result of or in connection with its initial public offering, its operations or the negotiation, documentation and consummation of the transactions contemplated hereby, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators in connection with the IPO, attorneys, accountants and other advisors and service providers, (b) 50% of all fees and expenses incurred in connection with making the filings in compliance with the notification and reporting requirements of the HSR Act (the “

HSR Filing

”) (other than the dMY IV PIPE Expenses) or in connection with preparing and filing and printing this Registration Statement, (c) any fees, expenses and costs payable by dMY IV in connection with making any other necessary filings pursuant to the Merger Agreement other than the HSR Filing, (d) any dMY IV PIPE Expenses, (e) obtaining approval of the NYSE and obtaining the dMY IV Stockholder Approval, (f) obligations of dMY IV or Merger Subs under any working capital loans and (g) any deferred underwriting commissions and other fees and expenses relating to dMY IV’s initial public offering, in each case of foregoing clauses (a) through (g), excluding any Planet Transaction Expenses.

“

DTC

” means The Depository Trust Company.

“

Effective Time

” means the time when the First Merger become effective.

“

ERISA

” means the Employee Retirement Income Security Act of 1974, as amended.

“

Exchange Act

” means the Securities Exchange Act of 1934, as amended.

“

Exchange Ratio

” means the quotient obtained by

dividing

(a) the number of shares constituting the Aggregate Merger Consideration, by (b) the number of Aggregate Fully Diluted Planet Common Shares.

“

FASB

” means the Financial Accounting Standards Board.

“

First Merger

” means the merger of First Merger Sub with and into Planet.

“

First Merger Sub

” means Photon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of dMY IV.

“

Founder Shares

” means the aggregate of 8,625,000 shares of dMY IV Class B common stock held by the Initial Stockholders.

“

GAAP

” means United States generally accepted accounting principles.

“

GDPR

” mean the European Union’s General Data Protection Regulation

“

Governing Documents

” means the legal document(s) by which any person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “

Governing Documents

” of a corporation are its certificate of incorporation and

by-laws,

the “

Governing Documents

” of a limited partnership

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are its limited partnership agreement and certificate of limited partnership, the “

Governing Documents

” of a limited liability company are its operating agreement and certificate of formation and the “

Governing Documents

” of an exempted company are its memorandum and articles of association.

“

HSR Act

” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“

Initial PIPE Investment

” means the shares of dMY IV Class A common stock purchased pursuant to the Subscription Agreements dated July 7, 2021.

“

Initial Stockholders

” means the Sponsor and dMY IV’s independent directors.

“

Initial Subscribers

” means those parties that entered into the Initial Subscription Agreements on July 7, 2021 with dMY IV.

“

Initial Subscription Agreements

” means those certain subscription agreements entered into July 7, 2021 by and between dMY IV and the Initial Subscribers.

“

Insiders Letter Agreement

” means the Letter Agreement among dMY IV, Sponsor and each of the executive officers and directors of dMY IV, dated as of March 4, 2021.

“

Investment Company Act

” means the Investment Company Act of 1940, as amended.

“

IPO

” means dMY IV’s initial public offering, consummated on March 9, 2021, through the sale of 34,500,000 units at $10.00 per unit.

“

JOBS Act

” means the Jumpstart Our Business Startups Act of 2012.

“

Lock-Up

Agreement A”

means the

Lock-Up

Agreement, effective at (but subject to) the Closing, by and among dMY IV, the Sponsor and the directors and executive officers of the Sponsor, in substantially the form attached to the Merger Agreement as Exhibit

D-1.

“

Lock-Up

Agreement B”

means the

Lock-Up

Agreement, effective at (but subject to) the Closing, by and among dMY IV and the Planet Founders, in substantially the form attached to the Merger Agreement as Exhibit

D-2.

“

Lock-Up

Agreement C”

means the

Lock-Up

Agreement, effective at (but subject to) the Closing, by and among dMY IV, the directors and executive officers of Planet and certain Planet Stockholders, in substantially the form attached to the Merger Agreement as Exhibit

D-3.

“

Lock-Up

Agreements”

means, collectively,

Lock-Up

Agreement A,

Lock-Up

Agreement B and

Lock-Up

Agreement C.

“

Mergers

” means the First Merger and the Second Merger, collectively.

“

Merger Agreement

” means that Agreement and Plan of Merger, dated as of July 7, 2021, by and among dMY IV, First Merger Sub, Second Merger Sub and Planet.

“

Merger Subs

” means, collectively, First Merger Sub and Second Merger Sub.

“

Minimum Proceeds Condition

” means the minimum dMY IV Closing Cash Amount required under the Merger Agreement.

“

Morrow

” means Morrow Sodali, proxy solicitor to dMY IV.

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“

New Planet

” means Planet Labs PBC, a Delaware public benefit corporation (which, prior to consummation of the business combination, was known as dMY Technology Group, Inc. IV (“

dMY

” herein)).

“

New Planet Board

” means the board of directors of New Planet.

“

New Planet Class A common stock

” means the shares of Class A common stock, par value $0.0001 per share, of New Planet, which shares have the same economic terms as the shares of New Planet Class B common stock, but are only entitled to 1 vote per share.

“

New Planet Class B common stock

” means the shares of Class B common stock, par value $0.0001 per share, of New Planet, which shares have the same economic terms as the shares of New Planet Class A common stock, but are entitled to 20 votes per share.

“

New Planet Class C common stock

” means the shares of Class C common stock, par value $0.0001 per share, of New Planet, which shares have the same economic terms as the shares of New Planet Class A common stock.

“

New Planet common stock

” means, collectively, the New Planet Class A common stock, the New Planet Class B common stock and the New Planet Class C common stock.

“

New Planet Management

” means the management of New Planet following the consummation of the Business Combination.

“

New Planet preferred stock

” means the shares of New Planet preferred stock, par value $0.0001 per share.

“

New Planet Stockholders

” means the holders of New Planet common stock or New Planet preferred stock.

“

Note

” means that certain promissory note, dated as of December 15, 2020, by and between dMY IV and the Sponsor.

“

NYSE

” means The New York Stock Exchange.

“

Outside Date

” means 5:00 p.m. Eastern Time, on February 21, 2022.

“

Per Share Merger Consideration

” means the product obtained by

multiplying

(i) the Exchange Ratio

(ii) $10.00.

“

Per Share Contingent Consideration

” means a number of shares of New Planet common stock equal to: (a) the applicable Contingent Consideration

divided by

(b) the Aggregate Fully Diluted Planet Common Shares; provided, that solely for the purpose of the definition of “Per Share Contingent Consideration”, the term “Aggregate Fully Diluted Planet Common Shares” shall (i) include shares of Planet common stock underlying both vested Planet Options and unvested Planet Options, both vested Planet Restricted Stock Unit Awards and unvested Planet Restricted Stock Unit Awards and both vested Planet Restricted Stock Awards and unvested Planet Restricted Stock Awards, in each case that are outstanding immediately prior to the Effective Time and (ii) disregard clause (iii) of the definition of “Aggregate Fully Diluted Planet Common Shares.”

“

Person

” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“

PIPE Investors

” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements, including the Initial Subscribers and the Additional Subscribers.

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“

PIPE Investment

” means the purchase of shares of dMY IV Class A common stock pursuant to the Subscription Agreements.

“

Planet

” means Planet Labs Inc., a Delaware corporation.

“

Planet Awards

” means a Planet Option or Planet Restricted Stock Unit Award or an unvested Planet Restricted Stock Award.

“

Planet capital stock

” means Planet common stock and Planet preferred stock of Planet.

“

Planet Class

A common stock

” means the Class A common stock, par value $0.00002 per share, of Planet.

“

Planet Class

B common stock

” means the Class B common stock, par value $0.00002 per share, of Planet.

“

Planet Charter

” means the Planet amended and restated certificate of incorporation, dated as of April 27, 2017 (as it may be subsequently amended, supplemented or amended and restated).

“

Planet common stock

” means Planet Class A common stock and Planet Class B common stock.

“

Planet Convertible Debt

” means that certain Loan and Security Agreement and that certain Supplement to Loan and Security Agreement, each dated as of May 3, 2017, by and among Planet, PL Foreign Holdco, Inc., Venture Lending & Leasing VII, Inc., and Venture Lending & Leasing VIII, Inc., as amended by that certain Amendment No. 1 to Loan Documents, dated as of June 21, 2019.

“

Planet Founders

” means William Marshall and Robert Schingler Jr.

“

Planet Incentive Plans

” means the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan and the Cosmogia Inc. 2011 Stock Incentive Plan, in each case, as amended from time to time.

“

Planet Notes

” means the convertible promissory notes issued by Planet pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated March 13, 2020, by and between Planet and the Purchasers (as defined therein), as amended by Amendment No. 1 to Convertible Promissory Notes, dated as of July 7, 2021.

“

Planet Option

” means an option to purchase shares of Planet common stock granted under any of the Planet Incentive Plans.

“

Planet preferred stock

” means Planet Series A preferred stock, Planet Series B preferred stock, Planet Series C preferred stock and Planet Series D preferred stock.

“

Planet Restricted Stock Award

” means an award of shares of Planet common stock granted or acquired under any of the Planet Incentive Plans that are subject to vesting and/or a right of repurchase (including, without limitation, any such shares acquired upon early exercise of a Planet Option).

“

Planet Restricted Stock Unit Award

” means an award of restricted stock units covering Planet common stock granted under any of the Planet Incentive Plans.

“

Planet Series A

preferred stock

” means the Series A preferred stock, par value $0.00002 per share, of Planet.

“

Planet Series B

preferred stock

” means the Series B preferred stock, par value $0.00002 per share, of Planet.

“

Planet Series C

preferred stock

” means the Series C preferred stock, par value $0.00002 per share, of Planet.

“

Planet Series D

preferred stock

” means the Series D preferred stock, par value $0.00002 per share, of Planet.

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“

Planet Stockholder

” means each holder of Planet capital stock.

“

Planet Stockholder Approval

” means (i) the adoption and approval of the certificate of amendment to the Planet Charter and (ii) the approval of the Merger Agreement and the transactions contemplated thereby, including the Mergers and the transactions contemplated thereby, by the (a) affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Planet capital stock voting as a single class; (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Planet preferred stock, voting as a single class and on an

as-converted

basis; and (c) the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Planet Series D preferred stock on an

as-converted

basis, which such majority shall include Google Inc., in each case, pursuant to the terms and subject to the conditions of Planet’s Governing Documents and applicable law.

“

Planet Warrant

” means each warrant to purchase shares of Planet capital stock.

“

Private Placement

” means the issuance of an aggregate of 25,200,000 shares of dMY IV Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

“

Private placement warrants

” means the 5,933,333 warrants issued to our Sponsor concurrently with the IPO, each of which will be exercisable following the Closing for one share of New Planet Class A common stock.

“

Proposed Bylaws

” means the amended and restated bylaws of New Planet, a copy of which is attached as

Annex C

to this proxy statement/prospectus.

“

Proposed Charter

” means the proposed second amended and restated certificate of incorporation to be adopted by dMY IV pursuant to the Charter Proposals immediately prior to the Closing (and which at and after the Closing will operate as the second amended and restated certificate of incorporation of New Planet), a copy of which is attached as

Annex B

to this proxy statement/prospectus.

“

Public shares

” means shares of dMY IV Class A common stock included in the units issued in the IPO.

“

Public stockholders

” means holders of Public shares.

“

Qualified Stockholder

” means: (a) a Planet Founder; (b) any other registered holder of a share of New Planet Class B common stock immediately following the Effective Time that would be a transferee of shares of New Planet Class B common stock received in certain transfers permitted by the terms of the Proposed Charter; (c) a trust, individual retirement account or foundation of a Planet Founder as long as the Planet Founder retains voting and dispositive power over the relevant shares of New Planet Class B common stock; or (d) a permitted transferee of New Planet Class B Common Stock (in accordance with the terms of the Proposed Charter).

“

Public warrants

” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of dMY IV Class A common stock, in accordance with its terms.

“

Registration Rights Agreement

” means the Amended and Restated Registration Rights Agreement, effective at (but subject to) the Closing, by and among dMY IV, the Sponsor, Niccolo de Masi and Harry L. You (for the limited purposes set forth therein), Darla Anderson, Francesca Luthi and Charles E. Wert, and certain Planet former stockholders, in substantially the form attached to the Merger Agreement as Exhibit E.

“

Sale Price

” means the price per share of New Planet Class A common stock paid or payable to the holders thereof upon the occurrence of a Change of Control. If and to the extent the price paid per share includes any escrows, holdbacks, deferred purchase price, earnouts or other contingent consideration, the New Planet Board shall determine the price paid per share of New Planet Class A common stock in such Change of Control in good

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faith, including the affirmative vote of the director appointed by Sponsor if he is then on the New Planet Board. If and to the extent such price is payable in whole or in part in the form of consideration other than cash, the price for such

non-cash

consideration shall be (a) equal to the total value attributed to such

non-cash

consideration as determined in the transaction documents entered into in connection with such Change of Control, or (b) if no such transaction documents exist or no method for determining such value is contemplated therein, (i) with respect to any securities, (A) the average of the closing prices of the sales of such securities on the principal securities exchange on which such securities are then listed, averaged over a period of 20 Trading Days preceding the date of the consummation of such Change of Control, or (B) if the information contemplated by the preceding clause (A) is not practically available, then the fair market value of such securities as of the date of valuation as determined in accordance with the succeeding clause (ii), and (ii) with respect to any other

non-cash

assets, the fair market value thereof as of the date of valuation, as determined by an independent, nationally recognized investment banking firm mutually selected by Planet and the Sponsor and engaged at the cost of Planet, on the basis of an orderly sale to a willing, unaffiliated buyer in an

arm’s-length

transaction without giving effect to any minority or liquidity discount.

“

Second Merger

” means the merger of the Surviving Corporation with and into dMY IV, with dMY IV surviving.

“

Second

Merger Sub

” means Photon Merger Sub Two, LLC, a Delaware limited liability company and wholly owned subsidiary of dMY IV.

“

Sponsor

” means dMY Sponsor IV, LLC, a Delaware limited liability company.

“

Subscription Agreements

” means the subscription agreements pursuant to which the PIPE Investment will be consummated, including the Initial Subscription Agreements and the Additional Subscription Agreements.

“

Stereo Collects

” means imagery from a single location from multiple different angles at once.

“

Sunset Date

” means with respect to shares of New Planet Class B common stock held by a Planet Founder or a Qualified Stockholder: the date that is the earlier of (a) the 10-year anniversary of the Closing or (b) solely with respect to such Founder, the date that is six months after such Planet Founder is no longer providing services to New Planet as a director, executive officer, member of the senior leadership team or other full-time employee with an on-going substantial role at New Planet (or, immediately at such time as such Founder is no longer providing any services to New Planet as a director, executive officer, member of the senior leadership team or other full time employee with an on-going substantial role in New Planet as a result of a termination for cause).

“

Subsidiary

” means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“

Surviving Company

” means the surviving entity of the Second Merger by which the Surviving Corporation merges with and into dMY IV.

“

Trading Day

” means any day on which shares of New Planet Class A common stock are actually traded on the principal securities exchange or securities market on which shares of New Planet Class A common stock are then traded.

“

Transaction Proposals

” means any of the (a) Charter Proposals; (b) Business Combination Proposal; (c) Stock Issuance Proposal; (d) Incentive Plan Proposal; (e) ESPP Proposal; (f) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto; (g) adoption and approval of any other proposals as reasonably agreed by dMY IV and Planet to be necessary or appropriate in connection with the transactions contemplated hereby; and (h) Adjournment Proposal.

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“

Transfer Agent

” means Continental Stock Transfer & Trust Company.

“

Treasury Shares

” means any shares of Planet capital stock held in the treasury of Planet.

“

Trust Account

” means the Trust Account of dMY IV that holds the proceeds from the IPO and the private placement of the private placement warrants.

“

Trust Agreement

” mean that certain Investment Management Trust Agreement, dated as of March 4, 2021, between dMY IV and the Trustee.

“

Trustee

” means Continental Stock Transfer & Trust Company.

“

Units

” means the units of dMY IV, each consisting of one share of dMY IV Class A common stock and

one-fifth of

one redeemable warrant of dMY IV.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of dMY IV and Planet. These statements are based on the beliefs and assumptions of the management of dMY IV and Planet. Although dMY IV and Planet believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither dMY IV nor Planet can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, Planet’s management. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

•

the ability of dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination, to:

•

meet the Closing conditions to the Business Combination, including approval by stockholders of dMY IV and Minimum Proceeds Condition;

•

realize the benefits expected from the Business Combination;

•

obtain and maintain the listing of New Planet’s Class A common stock on the NYSE following the Business Combination; and

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

New Planet’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•

factors relating to the business, operations and financial performance of Planet, including, but not limited to:

•

New Planet’s limited operating history;

•

whether a market for New Planet’s data grows as expected as well as the timing of such growth and New Planet’s ability to attract new customers;

•

New Planet’s ability to retain existing customers and renew existing contracts;

•

New Planet’s ability to sell additional data and analytic products or expand the scope of data services for its existing customers;

•

the competitiveness of New Planet’s geospatial data set and analytic capabilities relative to other commercial satellite data providers, including New Planet’s ability to continue to capture certain high-value government procurement contracts;

•

whether New Planet is subject to any risks as a result of its global operations, including, but not limited to, being subject to any hostile actions by a government or other state actor;

•

whether New Planet is subject to any cyber-attacks or other security incidents, and whether such actions, or any other events, compromise Planet’s satellites, satellite operations, infrastructure, archived data, information technology and communication systems and other related system;

•

the impact of New Planet’s satellites failing to operate as intended or them being destroyed or otherwise becoming inoperable;

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•

New Planet’s ability to build satellites and procure third-party launch contracts at the same or lower cost as recent historical periods, in order to maintain or enhance the capabilities of its current operational satellite fleet;

•

New Planet’s ability to secure future financing, if needed, and whether New Planet is able to repay its existing indebtedness when due;

•

New Planet’s ability to increase its commercial sales organization;

•

New Planet’s ability to respond to general economic conditions;

•

New Planet’s ability to manage its growth effectively;

•

the impact of the

COVID-19

pandemic;

•

the seasonality of New Planet’s business, which can be impacted by customer behavior and buying patterns, and has historically been weighted towards the second half of the year;

•

New Planet’s ability to comply with complex regulatory requirements; and

•

the continued development and evolution of New Planet’s software platform to enhance the ease of use and accessibility of its data products for

non-geospatial

experts and thus facilitate expansion into new vertical markets;

•

competition and competitive pressures from other companies worldwide in the industries in which New Planet will operate;

•

litigation and the ability to adequately protect New Planet’s intellectual property rights; and

•

other factors detailed under the section entitled “

Risk Factors

.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “

Risk Factors

” and elsewhere in this proxy statement/prospectus. The risks described under the heading “

Risk Factors

” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can dMY IV or Planet assess the impact of all such risk factors on the business of dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to dMY IV or Planet or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. dMY IV and Planet prior to the Business Combination, and New Planet following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. dMY IV urges you to carefully read the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Questions and Answers About the Special Meeting of dMY IV Stockholders

and the Related Proposals

Q:	Why am I receiving this proxy statement/prospectus?

dMY IV, First Merger Sub, Second Merger Sub and Planet have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as

Annex A

. dMY IV urges its stockholders to read the Merger Agreement in its entirety. The Merger Agreement must be adopted by the dMY IV Stockholders in accordance with the DGCL and the Current Charter. dMY IV is holding a Special Meeting to obtain that approval. dMY IV Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination. Additionally, dMY IV must provide all holders of public shares with the opportunity to have their public shares redeemed in connection with its initial business combination. Holders who wish to exercise their redemption rights must, prior to 12:00 p.m., Eastern Time, on [ ], 2021: (i) submit a written request to the Transfer Agent that dMY IV redeem their public shares for cash and (ii) deliver their public shares to the Transfer Agent physically or electronically using the Depository Trust Company’s (“

DTC

”) Deposit and Withdrawal at Custodian (“

DWAC

”) system.

THE VOTE OF DMY IV STOCKHOLDERS IS IMPORTANT. DMY IV STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:	Why is dMY IV proposing the Business Combination?

A:	dMY IV was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

On March 9, 2021, dMY IV completed its IPO of units, with each unit consisting of one Class A Share and

one-fifth

of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one dMY IV Class A Share at a price of $11.50 per share, raising total gross proceeds of approximately $345,000,000. Since the IPO, dMY IV’s activity has been limited to the evaluation of business combination target companies.

Based on its due diligence investigations of Planet and the industries in which it operates, including the financial and other information provided by Planet in the course of dMY IV’s due diligence investigations, the dMY IV board of directors believes that the Business Combination with Planet is in the best interests of dMY IV and its stockholders and presents an opportunity to increase stockholder value.

Although the dMY IV Board believes that the Business Combination with Planet presents a unique business combination opportunity and is in the best interests of dMY IV and its stockholders, the board of directors

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did consider certain potentially material negative factors in arriving at that conclusion. See “

The Business

Combination Proposal — Recommendation of the dMY IV Board and Reasons for the Business Combination

” for a discussion of the factors considered by the dMY IV Board in making its decision.

Q:	When and where will the Special Meeting take place?

The dMY IV Special Meeting will be held on [

date

], 2021, at [

time

] a.m. New York City time, at [

virtual meeting link

]. In light of ongoing developments related to

COVID-19,

and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for dMY IV and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of dMY IV’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting [

virtual meeting link

]. To participate in the virtual meeting, you will need

a 12-digit

control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at [

time

] a.m., New York City time. You may also attend the meeting telephonically by dialing

1-[ ]

(toll-free within the United States and Canada) or +1-[ ] (outside of the United States and Canada, standard rates apply). The passcode for telephone access is [ ]#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. We encourage you to access the meeting prior to the start time and you should allow ample time for the

check-in

procedures.

Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:	What matters will be considered at the Special Meeting?

A:	The dMY IV Stockholders will be asked to consider and vote on the following proposals:

•

a proposal to adopt the Merger Agreement and approve the Business Combination (the “

Business Combination Proposal

”);

•

a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated articles of incorporation (the “

Proposed Charter

”) of dMY IV (“

Charter Proposal

”);

•

a proposal to approve, assuming the Business Combination Proposal and Charter Proposal A are approved and adopted, an amendment to the Proposed Charter to (i) increase the number of dMY IV Class A common stock from 380,000,00 shares to 570,000,000 shares of New Planet Class A common stock and the total number of authorized shares from 401,000,000 shares to 631,500,000 shares and (ii) provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (“

Charter Proposal B

”, and along with Charter Proposal A, the “

Charter Proposals

”);

•

a proposal to approve, on a

non-advisory

basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “

Advisory Charter Proposals

”);

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal A are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of New Planet Class A common stock and New Planet Class B common stock pursuant to the terms of the Merger Agreement and (y) shares of dMY IV Class A common stock to certain institutional investors and individuals (the “

PIPE Investors

”) in connection with the Private Placement (as later defined in this proxy statement/prospectus), plus any

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additional shares pursuant to subscription agreements we may enter into prior to Closing (the “

Stock Issuance Proposal

”);

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A and the Stock Issuance Proposal are approved and adopted, the Incentive Plan (the “

Incentive Plan Proposal

”);

•

ESPP Proposal

”); and

•

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “

Adjournment Proposal

”).

Q:	Is my vote important?

Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by a majority of the votes cast on such proposal by the dMY IV Stockholders present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote thereon, and the other condition precedent proposals achieve the necessary vote outlined below. Only dMY IV Stockholders as of the close of business on October 19, 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The dMY IV Board unanimously recommends that such dMY IV Stockholders vote “

FOR

” the approval of the Business Combination Proposal, “

FOR

” the approval of Charter Proposal A, “

FOR

” the approval of Charter Proposal B, “

FOR

” the approval, on an advisory basis, of the Advisory Charter Proposals, “

FOR

” the approval of the Stock Issuance Proposal, “

FOR

” the approval of the Incentive Plan Proposal, “

FOR

” the approval of the ESPP Proposal and “

FOR

” the approval of the Adjournment Proposal.

Q:	If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

No. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	What dMY IV Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

The Business Combination Proposal

. Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions will have no effect on the outcome of the proposal. Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The percentage of outstanding shares of dMY IV Class B common stock held by our Sponsor and our other initial stockholders that are obligated to vote in favor of the Business Combination, represents approximately 20% of the voting power of dMY IV. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 30.1% of the outstanding shares in order to approve the Business Combination. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and if only the dMY IV Common Shares held by the

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minimum number of dMY IV Stockholders necessary for a quorum for the Special Meeting were to be voted, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 5.1% of the outstanding shares.

Charter Proposal

. Approval of Charter Proposal A requires the affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock entitled to vote thereon, voting as a single class, and at least a majority of the outstanding shares of dMY IV Class B common stock. The failure to vote and abstentions have the same effect as a vote “

AGAINST

” the proposal.

Charter Proposal B

. Approval of Charter Proposal B requires the affirmative vote of the holders of at least a majority of the outstanding shares of dMY IV Common Stock entitled to vote thereon, voting as a single class, and at least a majority of the outstanding shares of dMY IV Class A common stock. The failure to vote and abstentions have the same effect as a vote “

AGAINST

” the proposal.

The Advisory Charter Proposals

. Approval of each of the Advisory Charter Proposals, each of which is a

non-binding

vote, requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal.

The Stock Issuance Proposal

. Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote has no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes “

AGAINST

” this proposal.

The Incentive Plan Proposal

. Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote has no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes “

AGAINST

” this proposal.

The ESPP Proposal

Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by a proxy at the Special Meeting and entitled to vote thereon. The failure to vote has no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes “

AGAINST

” this proposal.

The Adjournment Proposal

. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal.

Q:	What will Planet’s equity holders receive in connection with the Business Combination?

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 (other than holders of unvested Planet equity awards as of the Closing) will receive $2,135,000,000 in aggregate consideration (the “

Aggregate Base 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

”). 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

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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 (the “

price thresholds

”). The price threshold for per share consideration in a change of control transaction will be deemed satisfied if (i) the aggregate proceeds paid to, or in the event of an asset sale, available for distribution to, stockholders of New Planet in such change of control transaction divided by (ii) (a) the number of outstanding shares of New Planet common stock immediately prior to the consummation of such change of control transaction plus (b) the number of shares of New Planet common stock issuable pursuant to the applicable tranche(s) of Contingent Consideration at such price threshold, is equal to or exceeds such price threshold. 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.

Additionally, at the Effective Time, each outstanding vested Planet Option will be assumed by New Planet and will be converted into (i) an option to acquire New Planet Class A common stock with the same terms and conditions as applied to the Planet Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative or satisfied by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such option immediately prior to the Effective Time, Per Share Contingent Consideration (if any). However, the number of shares underlying such New Planet Option will be determined by multiplying the number of shares of Planet common stock subject to such option immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Planet Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest full cent.

At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the Mergers) will be cancelled and converted into (i) a restricted stock unit award covering a number of shares of New Planet Class A common stock equal to the number of shares of Planet common stock underlying such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by the Exchange Ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and vested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the Mergers) will be cancelled and converted into the right to receive (i) a portion of the Aggregate Share Consideration in the form of New Planet Class A common stock equal to (A) the Exchange Ratio,

multiplied by

(B) the number of shares underlying such vested Planet Restricted Stock Unit Award as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (ii) with respect to each share of Planet common stock subject to such vested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration to the extent vested pursuant to the Merger Agreement.

At the Effective Time, each Planet Restricted Stock Award that is outstanding and unvested immediately prior to the Effective Time shall be cancelled and converted into (i) a restricted stock award covering a number of shares of New Planet Class A common stock equal to the number of shares of Planet common stock underlying such unvested Planet Restricted Stock Award immediately prior to the Effective Time,

multiplied by

the Exchange Ratio, with the same terms and conditions as were applicable to the related unvested Planet Restricted Stock Awards immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such unvested Planet Restricted Stock Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

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Q:	What equity stake will current dMY IV Stockholders and Planet Stockholders hold in New Planet immediately after the consummation of the Business Combination?

The following table illustrates varying ownership levels in New Planet at the Closing, assuming no redemptions by dMY IV’s public stockholders and the maximum redemptions by dMY IV’s public stockholders that would still result in satisfaction of the Minimum Proceeds Condition as described elsewhere in this proxy statement/prospectus:


	Assuming No Redemptions of Public Shares		Assuming Maximum Redemptions of Public Shares (1)
Planet Stockholders (2)(3)		213,500,000		213,500,000
dMY IV Public Stockholders		34,500,000		—
PIPE Investors		25,200,000		25,200,000
Initial Stockholders (4)		7,762,500		7,762,500

Total (5)		280,962,500		246,462,500

(1)

Assumes that holders of 34,500,000 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $345.1 million held in trust as of June 30, 2021 and a redemption price of $10.00 per share).

(2)

Amount presents shares on a fully diluted, net exercise basis. Includes shares of New Planet Class B common stock to be issued to the Planet Founders at the Closing. The actual number of outstanding shares of New Planet common stock held by Planet Stockholders at Closing will vary depending on the number of Planet Warrants and Planet options that remain unexercised prior to Closing and the number of Planet Restricted Stock Unit Awards that have not settled prior to the Closing. Based on shares of Planet capital stock outstanding as of June 29, 2021, an estimated 192,644,340 shares of New Planet common stock would be issued to Planet Stockholders (including Planet Stockholders and holders of Planet Restricted Stock Unit Awards that will vest in connection with the Business Combination) at Closing based on an exchange ratio under the Merger Agreement of approximately 1.5636.

(3)

Excludes up to 27,000,000 shares of New Planet common stock that may be issued as Contingent Consideration. The Planet Founders will receive shares of New Planet Class B common stock for any Contingent Consideration issued in respect of their ownership of Planet Class B common stock held immediately prior to the Mergers.

(4)

Excludes the 862,500 Founder Shares that will be part of Sponsor Earnout Securities and remain subject to forfeiture prior to vesting but over which Sponsor will be able to exercise voting authority.

(5)

Excludes 6,900,000 shares of New Planet Class A common stock that will be issuable upon exercise of the public warrants and 5,933,333 shares of New Planet Class A common stock that will be issuable upon exercise of the private placement warrants, a portion of which will be subject to future vesting as described in the section of this proxy statement/prospectus titled “

Ancillary Agreements Related to the Business Combination—Founder Share Vesting

.” Also excludes shares of New Planet common stock that will be available for issuance under the Incentive Plan and under the ESPP.

The share numbers set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing of the Business Combination and 12 months from the closing of our initial public offering, which occurred on March 9, 2021), or (b) the Contingent Consideration that may become payable in accordance with the terms of the Merger Agreement or (c) the issuance of any shares following completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as

Annex

, or under the ESPP, a copy of which is attached to this proxy statement/prospectus as

Annex E

. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

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For more information, please see the section entitled “

Unaudited Pro Forma Condensed Combined Financial Information

.”

In addition, there are currently outstanding an aggregate of 12,833,333 warrants to acquire shares of dMY IV Class A common stock, which comprise 5,933,333 private placement warrants held by our initial stockholders and 6,900,000 public warrants. Each of our outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on March 9, 2021, for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Planet Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New Planet Class A common stock is issued as a result of such exercise, with payment to New Planet of the exercise price of $11.50 per whole warrant for one whole share, our outstanding shares would increase by a total of 12,833,333 shares, with approximately $147.6 million paid to us to exercise the warrants.

Furthermore, subject to approval by dMY IV Stockholders of the Business Combination Proposal and Charter Proposal A, in connection with the Closing, we will adopt a multi-class stock structure and Planet Founders will receive shares of New Planet Class B common stock which will have 20 to 1 voting rights as compared to the shares of New Planet Class A common stock, such that as of immediately following the completion of the Business Combination and assuming no redemptions, Planet Founders will have over approximately 65% of the voting power of the issued and outstanding New Planet capital stock. Thus, Planet Founders will control New Planet.

Q:	What voting power will current dMY IV Stockholders, the Planet Founders and other Planet Stockholders hold in New Planet immediately after the consummation of the Business Combination?

A:	It is anticipated that, upon completion of the Business Combination, the voting power in New Planet will be as set forth in the table below (which was, except as noted below, prepared using the same assumptions as the immediately preceding table and related footnotes):


	Assuming No Redemptions of Public Shares			Assuming Maximum Redemptions of Public Shares
Planet Founders (1)		62.4	%		65.7	%
Other Planet Stockholders (2)		28	%		29.2	%
dMY IV Public Stockholders		5.0	%		0	%
PIPE Investors		3.6	%		3.8	%
Initial Stockholders (3)		1.2	%		1.3	%

Total		100	%		100	%

(1)

Consists of an estimated 21,596,033 shares of New Planet Class B common stock to be issued at the Closing to the Planet Founders, based on shares of Planet capital stock outstanding as of June 29, 2021.

(2)

Consists of the remaining consideration to be issued to other Planet Stockholders at the Closing, including shares issuable upon settlement of Planet Restricted Stock Unit Awards that will vest in connection with the Business Combination.

(3)

Includes the 862,500 Founder Shares that will be part of Sponsor Earnout Securities, and over which Sponsor will exercise voting authority prior to the vesting of such Sponsor Earnout Securities.

Q:	Do dMY IV’s directors and officers have any interest in the matters to be voted on at the Special Meeting?

A:	Yes. dMY IV’s Stockholders should be aware that the directors and officers of dMY IV have interests in the proposed Business Combination that may be different from, or in addition to, those of the dMY IV

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Stockholders. The dMY IV directors and officers each have an interest in the Founder Shares and/or Private Placement Warrants, and, as discussed in greater detail below, such interests will be worthless if an initial business combination is not completed by March 9, 2023. Additionally, subject to the terms and conditions of the Insiders Letter Agreement, our Sponsor, officers and directors may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination. Furthermore, given the difference in the purchase price for the Founder Shares as compared to the price of the units sold in the IPO and the number of shares of dMY IV Class A common stock that our Sponsor, officers and directors will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor and its affiliates, including the directors and officers, may earn a positive rate of return on their investment even if the New Planet common stock trades below the price paid for the units in the IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination. For more information regarding the interests of dMY IV’s directors and officers, please see the section entitled “

Interests of dMY IV’s Directors and Officers in the Business Combination

”.

Q:	What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A total of $345,000,000, including $338,100,000 of the proceeds from the IPO (which amount includes $12,075,000 of the underwriters’ deferred discount) and approximately $6,900,000 of the proceeds of the sale of the private placement warrants, was placed in a Trust Account at J.P. Morgan Chase Bank, N.A. maintained by Continental, acting as trustee. As of June 30, 2021, there were investments and cash held in the Trust Account of $345,057,911. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by March 9, 2023 or during any Extension Period, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:	What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

dMY IV Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, dMY IV having an aggregate cash amount of at least $250,000,000 available at Closing from the Trust Account and PIPE Investors (the “

Minimum Proceeds Condition

”). dMY IV intends to notify dMY IV Stockholders by press release promptly after it becomes aware that Planet has waived this condition. In addition, with fewer public shares and public stockholders, the trading market for New Planet Class A common stock may be less liquid than the market for dMY IV’s Class A common stock was prior to consummation of the Business Combination and New Planet may not be able to meet the listing standards for The New York Stock Exchange or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Planet’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a

pro rata

portion of the Trust Account as opposed to the scenario in which dMY IV’s public stockholders exercise the maximum allowed redemption rights.

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The table below presents the trust value per share to a Public Stockholder that elects not to redeem across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Proceeds Condition in the Merger Agreement. This trust value per share includes the per share cost of the deferred underwriting commission.


	Per Share Value
Trust Value	$	345,057,911
Total Class A common stock		34,500,000
Trust Value Per Class A common stock	$	10.00

	Assuming No Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming 75% Redemptions		Assuming Maximum Redemptions (1)
Redemptions ($)	$	—	$	86,264,478	$	172,528,956	$	258,793,433	$	345,057,911
Redemptions (Shares)		—		8,625,000		17,250,000		25,875,000		34,500,000
Deferred underwriting commission	$	12,075,000	$	12,075,000	$	12,075,000	$	12,075,000	$	12,075,000
Cash left in Trust Account post redemption minus deferred underwriting commission	$	332,982,911	$	246,718,433	$	160,453,956	$	74,189,478		N/A
Class A common stock post redemption	$	34,500,000	$	25,875,000	$	17,250,000	$	8,625,000		N/A

Trust Value Per Share	$	9.65	$	9.54	$	9.30	$	8.60		N/A

(1)	The maximum redemption scenario assumes all 34,500,000 shares of dMY IV Class A common stock are redeemed for the proceeds in the Trust Account. Accordingly, the Trust Value per Share of non-redeeming shareholders is not applicable in the maximum redemption scenario.

The table below presents possible sources of dilution and the extent of such dilution that

non-redeeming

Public Stockholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Proceeds Condition in the Merger Agreement. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all public and private placement warrants, (ii) the conversion of 8,625,000 Founder Shares into New Planet Class A common stock on a

one-for-one

basis, (iii) issuance of 25,200,000 shares of dMY IV Class A common stock in the PIPE Investment, and (iv) the issuance of 213,500,000 shares to Planet equity holders.


	Assuming No Redemptions					Assuming 25% Redemptions					Assuming 50% Redemptions					Assuming 75% Redemptions					Assuming Maximum Redemptions
	Number of Common Shares		%			Number of Common Shares		%			Number of Common Shares		%			Number of Common Shares		%			Number of Common Shares		%
Shares issued to Planet equityholders		213,500,000		72.5	%		213,500,000		74.7	%		213,500,000		77.0	%		213,500,000		79.5	%		213,500,000		82.1	%
Holders of dMY IV’s sponsor shares		8,625,000		2.9	%		8,625,000		3.0	%		8,625,000		3.1	%		8,625,000		3.2	%		8,625,000		3.3	%
PIPE Investors		25,200,000		8.6	%		25,200,000		8.8	%		25,200,000		9.1	%		25,200,000		9.4	%		25,200,000		9.7	%
Warrants held by public shareholders		6,900,000		2.3	%		6,900,000		2.4	%		6,900,000		2.5	%		6,900,000		2.6	%		6,900,000		2.7	%
Private placement warrants		5,933,333		2.0	%		5,933,333		2.1	%		5,933,333		2.1	%		5,933,333		2.2	%		5,933,333		2.3	%
dMY IV’s public stockholders		34,500,000		11.7	%		25,875,000		9.1	%		17,250,000		6.2	%		8,625,000		3.2	%		—		0.0	%

Total		294,658,333		100.0	%		286,033,333		100.0	%		277,408,333		100.0	%		268,783,333		100.0	%		260,158,333		100.0	%

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The deferred underwriting commissions in connection with the IPO will be released to the underwriters only on completion of the Business Combination. The deferred underwriting commission is payable if a Business Combination is consummated without regard to the number of public shares redeemed by holders in connection with a Business Combination. The following table presents the deferred underwriting commission as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Proceeds Condition in the Merger Agreement.


	Assuming No Redemptions			Assuming 25% Redemptions			Assuming 50% Redemptions			Assuming 75% Redemptions			Assuming Maximum Redemptions (1)
Deferred Underwriting Commission	$	12,075,000		$	12,075,000		$	12,075,000		$	12,075,000		$	12,075,000
Deferred Underwriting Commission as a percentage of cash left in the Trust Account Following Redemptions		3.5	%		4.7	%		7.0	%		14.0	%		N/A

(1)

The maximum redemption scenario assumes all 34,500,000 shares of dMY IV Class A common stock are redeemed for the proceeds in the Trust Account. Accordingly, deferred underwriting commission as a percentage of cash left in the Trust Account following redemptions is not applicable in the maximum redemption scenario.

Q:	What amendments will be made to the Current Charter?

We are asking dMY IV Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the dMY IV Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of dMY IV’s name to “Planet Labs PBC”; (ii) the increase of the total number of shares of New Planet’s capital stock from 401,000,000 shares to 631,500,000 shares (or 441,500,000 shares in the event that Charter Proposal B does not pass), which would consist of (A) increasing (x) dMY IV Class A common stock from 380,000,00 shares to 570,000,000 shares of New Planet Class A common stock (or remaining at 380,000,000 shares in the event Charter Proposal B does not pass), (y) dMY IV Class B common stock from 20,000,000 shares to 30,000,000 shares of New Planet Class B common stock (assuming the holders of dMY IV Class B common stock approve such increase) and (z) the preferred stock of dMY IV from 1,000,000 shares to 1,500,000 shares of New Planet preferred stock, and (B) authorizing the creation of 30,000,000 shares of New Planet Class C common stock; (iii) the establishment of 20:1 voting rights with respect to shares of New Planet Class B common stock, as described herein and in the Proposed Charter; (iv) providing stockholders, until the Sunset Date, the ability to act by written consent in lieu of a meeting, subject to certain requirements as described herein and in the Proposed Charter; (v) changes to the required vote to amend the charter and bylaws; (vi) that certain transactions are not “corporate opportunities” and that certain persons are not subject the doctrine of corporate opportunity; (vii) the elimination of certain provisions specific to dMY IV’s status as a blank check company; and (viii) provide that New Planet will be a public benefit corporation under Delaware law and identify its public benefit as to accelerate humanity toward a more sustainable, secure and prosperous world by illuminating environmental and social change.

Pursuant to Delaware law and the Current Charter, dMY IV is required to submit the Charter Proposals to dMY IV’s stockholders for approval. For additional information, see the section entitled “

The Charter Proposals.

”

Q:	What effect will the Proposed Charter’s multi-class structure have on New Planet’s public stockholders?

Shares of New Planet Class B common stock will have 20 votes per share, while shares of New Planet Class A common stock will have one vote per share. Upon the consummation of the Business Combination, the Planet Founders will hold all of the issued and outstanding shares of New Planet Class B common stock.

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Accordingly, upon the consummation of the Business Combination and, assuming no redemptions by our public stockholders, the Planet Founders will hold over approximately 65% of the voting power of New Planet’s capital stock and will be able to control matters submitted to New Planet’s stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets or other major corporate transactions. Additionally, the Planet Founders will receive additional shares of New Planet Class B common stock for any Contingent Consideration issued in respect of their ownership of Planet Class B common stock held immediately prior to the Mergers. The Planet Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New Planet, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of New Planet, and might ultimately affect the market price of shares of New Planet Class A common stock. For information about our multi-class structure, see the section titled “

Description of New Planet Securities

.”

Q:	What effect will New Planet being a public benefit corporation under Delaware law have on New Planet’s public stockholders?

Unlike traditional corporations, which have a fiduciary duty to focus exclusively on maximizing stockholder value, as a Delaware public benefit corporation, New Planet’s directors will have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by New Planet’s actions. Therefore, New Planet may take actions that it believes will be in the best interests of those stakeholders materially affected by its specific benefit purpose, even if those actions do not maximize New Planet’s financial results. While New Planet intends for this public benefit designation and obligation to provide an overall net benefit to New Planet and its stakeholders, it could instead cause New Planet to make decisions and take actions without seeking to maximize the income generated from its business, and hence available for distribution to its stockholders.

In addition, as a public benefit corporation, New Planet will be less attractive as a takeover target than a traditional company would be and, therefore, New Planet stockholders’ ability to realize investment through an acquisition may be limited. Moreover, under the Proposed Charter, New Planet cannot merge or consolidate with another entity if, as a result of such merger or consolidation, the surviving entity’s charter does not contain the identical provisions identifying the public benefit or public benefits, unless the transaction receives approval from two-thirds of the target public benefit corporation’s outstanding voting shares.

Stockholders of a Delaware public benefit corporation with shares listed on a national securities exchange (if they, individually or collectively, own at least two percent of the company’s outstanding shares or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted) are entitled to file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations.

Q:	What material negative factors did the dMY IV Board consider in connection with the Business Combination?

Although the dMY IV Board believes that the acquisition of Planet will provide dMY IV’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that dMY IV Stockholders would not approve the Business Combination and the risk that significant numbers of dMY IV Stockholders would exercise their redemption rights. In addition, during the course of dMY IV management’s evaluation of Planet’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both dMY IV management and the board of directors considered were (i) risks associated with successful implementation of Planet’s long term business plan and strategy and Planet realizing the anticipated benefits of the Business Combination on the timeline expected or at all, (ii) the

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corporate governance provisions of the Proposed Charter and the effect of those provisions on the governance of New Planet, including that the Planet Founders will each hold common stock carrying 20 votes per share, subject to certain transfer restrictions and sunset provisions in the Proposed Charter, (iii) the inherent limitations in the due diligence review of Planet conducted by the dMY IV management team and dMY IV’s outside advisors and that dMY IV did not obtain a fairness opinion from an independent investment banking firm, (iv) the potential inability to complete the Mergers, (v) the possibility of litigation challenging the Business Combination, and (vii) that some of our officers and directors may have interests in the Business Combinations as individuals that are in addition to, and that may be different from, the interests of Company stockholders and that Goldman Sachs & Co. LLC (“

Goldman

”), as dMY IV’s underwriter in its initial public offering, is acting as Planet’s financial advisor and a

co-placement

agent of the PIPE Financing. The Board also weighed the risk around the multi-class structure (with “super-voting” rights for Planet Founders), which already existed at Planet with the long-term benefits that a founder-controlled company would provide to dMY IV Stockholders and future stockholders of Planet after Closing.

These factors are discussed in greater detail in the section entitled “

The Business Combination Proposal — Recommendation of the dMY IV Board and Reasons for the Business Combination

,” as well as in the section entitled “

Risk Factors — Risk Factors Relating to the Business Combination and Integration of Planet’s Business.

”

Q:	Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Mergers?

No. The Board did not obtain a fairness opinion with respect to the consideration to be paid in the Mergers. The officers and directors of dMY IV have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the technology sector, and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Board and dMY IV’s advisors in valuing Planet’s business.

Q:	Do I have redemption rights?

If you are a public stockholder, you have the right to request that dMY IV redeem all or a portion of your public shares for cash,

provided that

you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “

The Special Meeting — Redemption Rights.

” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a

pro rata

portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “

How do I exercise my redemption rights?

”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of dMY IV.

Our initial stockholders and our directors at the time of our initial public offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination. Our initial stockholders and our directors did not receive separate consideration for their waiver of redemption rights.

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Q:	How do I exercise my redemption rights?

A:	If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

(i)

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)

prior to 12:00 p.m., New York City time, on [ ], 2021, (a) submit a written request to Continental that dMY IV redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

The address of Continental is listed under the question “

Whom do I call if I have questions about the Special Meeting or the Business Combination?

” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem.

Any public stockholder will be entitled to request that their public shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “

Whom do I call if I have questions about the Special Meeting or the Business Combination?

” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is two business days prior to the initially scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that dMY IV instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by dMY IV’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental prior to 12:00 p.m., New York City time, on [ ], 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any dMY IV warrants that you may hold.

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Q:	If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, dMY IV’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem. If you fail to cause your units to be separated and delivered to Continental, dMY IV’s transfer agent, prior to 12:00 p.m., New York City time, on [ ], 2021, you will not be able to exercise your redemption rights with respect to your public shares.

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of public warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “

Material U.S. Federal Income Tax Considerations.

”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:	What are the U.S. federal income tax consequences of the Mergers?

The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of this registration statement, Planet is receiving an opinion of counsel, based on customary assumptions and certain representations, warranties and covenants of Planet, dMY IV and First Merger Sub, to the effect that the Mergers, taken together, will qualify as a “reorganization.” It is not, however, a condition to the completion of the Mergers that either Planet or dMY IV receives an opinion of counsel as of the Closing to the effect that the Mergers will so qualify, and the Mergers will occur even if they do not so qualify. No ruling has been, or will be, sought by Planet or dMY IV from the IRS with respect to the Mergers and there can be no assurance that the IRS will not challenge the qualification of the Mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge.

Accordingly, if the IRS or a court determines that the Mergers do not qualify as a reorganization under Section 368(a) of the Code (and do not alternatively qualify as a generally tax-free transaction for U.S. holders of Planet capital stock under Section 351 of the Code), the Mergers would be a fully taxable transaction to U.S. holders of Planet capital stock for U.S. federal income tax purposes. For additional information, please read the section entitled “

U.S. Federal Income Tax Consequences of the Mergers

.”

Q:	How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?

The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be redeemable by dMY IV so long as they are held by the Sponsor or any of its permitted transferees. If the private warrants are held by holders other than the

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Sponsor or any of its permitted transferees, they will be redeemable by dMY IV and exercisable by the holders on the same basis as the public warrants. The Sponsor has agreed not to transfer, assign or sell any of the private placement warrants, including the New Planet Class A common stock issuable upon exercise of the warrants (except to certain permitted transferees), until 30 days after the Closing of the initial business combination.

Following the Closing of the initial business combination, New Planet may redeem your public warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. New Planet will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of New Planet Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the public warrants become redeemable by New Planet, New Planet may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

In addition, New Planet has the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that, among other things, the closing price of New Planet Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of shares of Class A common stock determined based on the redemption date and the fair market value of New Planet Class A common stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of Class A common stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Historical trading prices for dMY IV’s Class A common stock have from time to time exceeded $10.00 per share but have not remained at the $10.00 per share threshold for 20 trading days within a 30 trading-day period at which point the Public Warrants would become redeemable. In the event the Company determined to redeem the Public Warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Company shall fix a date for the redemption (the “

Redemption Date

”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Company’s posting of the redemption notice to DTC.

In addition, New Planet may redeem your warrants after they become exercisable for a number of shares of New Planet Class A common stock determined based on the redemption date and the fair market value of New Planet Class A common stock. Any such redemption may have similar consequences to a cashless redemption described below. In addition, such redemption may occur at a time when the warrants are “out-

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of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding. See

“Description of New Planet Securities—Warrants—Public Stockholders’ Warrants”

Q:	What is Planet?

Planet, a Delaware corporation headquartered in San Francisco, California, is a provider of daily data and insights about Earth and aims to use space to help life on Earth. Planet is driven by a mission to image the world every day, and make change visible, accessible and actionable. Founded in 2010 by three NASA scientists, Planet designs, builds, and operates the largest earth observation fleet of imaging satellites. Planet provides data and analytics solutions to over 700 customers across a variety of industries including, agriculture, forestry, defense and intelligence, finance and civil government (among others), enabling users to simply and effectively derive unique value from satellite imagery.

Q:	How does the dMY IV Board recommend that I vote?

The dMY IV Board recommends that the dMY IV Stockholders vote “

FOR

” the approval of the Business Combination Proposal, “

FOR

” the approval of Charter Proposal A, “

FOR

” the approval of Charter Proposal B, “

FOR

” the approval, on an advisory basis, of the Advisory Charter Proposals, “

FOR

” the approval of the Stock Issuance Proposal, “

FOR

” the approval of the Incentive Plan Proposal, “

FOR

” the approval of the ESPP Proposal and “

FOR

” the approval of the Adjournment Proposal. For more information regarding how the board of directors of dMY IV recommends that dMY IV Stockholders vote, see the section entitled “

The Business Combination Proposal — Recommendation of the dMY IV Board and Reasons for the Business Combination

”.

Q:	What will happen to my dMY IV Common Stock as a result of the Business Combination?

If the Business Combination is completed, (i) each share of dMY IV’s Class A common stock will remain outstanding and continue as a share of New Planet Class A common stock, and (ii) each share of dMY IV’s Class B common stock will automatically become a share of New Planet Class A common stock. See the section entitled “

The Merger Agreement—Merger Consideration

” beginning on page 127. New Planet Class B common stock will have the same economic terms as the New Planet Class A common stock, but the New Planet Class B common stock will have twenty (20) votes per share (until the Sunset Date).

Q:	How does our Sponsor and the other initial stockholders intend to vote their shares?

In connection with our initial public offering, our initial stockholders, the Sponsor, and our officers and directors at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. In addition, the Sponsor and certain other beneficial owners of dMY IV’s Class B common stock have entered into a support agreement with Planet, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). These stockholders, together with our initial stockholders, collectively own approximately 20% of our issued and outstanding shares of dMY IV Common Stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 30.1% of the remaining shares to approve the Business Combination. If the shares held by the minimum number of stockholders necessary for a quorum for the Special Meeting were to be voted, we would need the additional affirmative vote of shares representing approximately 5% of the outstanding shares in order to approve the Business Combination.

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Q:	May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding dMY IV or its securities, the initial stockholders, Planet and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) dMY IV satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining dMY IV Stockholder Approval. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q:	Who is entitled to vote at the Special Meeting?

The dMY IV Board has fixed October 19, 2021 as the record date for the Special Meeting. All holders of record of dMY IV Common Stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting,

provided that

those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “

Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?

” on page 31 for instructions on how to vote your shares of dMY IV Common Stock without attending the Special Meeting.

Q:	How many votes do I have?

A:	Each dMY IV Stockholder of record is entitled to one vote for each dMY IV Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were [ ] outstanding shares of dMY IV Common Stock.

Q:	What constitutes a quorum for the Special Meeting?

A:	A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the voting power of all outstanding shares of dMY IV Common Stock as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

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Q:	Where will the New Planet Class A common stock that dMY IV Stockholders receive in the Business Combination be publicly traded?

Assuming the Business Combination is completed, the shares of New Planet Class A common stock (including the New Planet Class A common stock issued in connection with the Business Combination) will be listed and traded on the NYSE under the ticker symbol “

” and the public warrants will be listed and traded on the NYSE under the ticker symbol “

PL WS

”.

Q:	What happens if the Business Combination is not completed?

If the Merger Agreement is not adopted by dMY IV Stockholders or if the Business Combination is not completed for any other reason by 5:00 p.m., Eastern Time, on February 21, 2022, then we will either seek an extension of time to complete the Business Combination or seek to consummate an alternative initial business combination prior to March 9, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an “

Extension Period

”). If we do not consummate an initial business combination by March 9, 2023 or during any Extension Period, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:	How can I attend and vote my shares at the Special Meeting?

dMY IV Common Stock held directly in your name as the stockholder of record of such dMY IV Common Stock as of the close of business on October 19, 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit

[

virtual meeting link

], and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

Q:	How can I vote my shares without attending the Special Meeting?

If you are a stockholder of record of dMY IV Common Stock as of the close of business on October 19, 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q:	What is a proxy?

A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of dMY IV Common Stock as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of dMY IV’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Harry L. You and Niccolo de Masi.

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	If your shares of dMY IV Common Stock are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being

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provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record)

. For dMY IV Common Stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of dMY IV Common Stock are voted.

Shares in “street name.”

For dMY IV Common Stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:	If a dMY IV Stockholder gives a proxy, how will the dMY IV Common Stock covered by the proxy be voted?

If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of dMY IV Common Stock in the way that you indicate when providing your proxy in respect of the dMY IV Common Stock you hold. When completing the proxy card, you may specify whether your shares of dMY IV Common Stock should be voted

FOR

AGAINST

, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:	How will my dMY IV Common Stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of dMY IV Common Stock to be voted, then your shares of dMY IV Common Stock will be voted “

FOR

” the approval of the Business Combination Proposal, “

FOR

” the approval of Charter Proposal A, “

FOR

” the approval of Charter Proposal B, “

FOR

” the approval, on an advisory basis, of the Advisory Charter Proposals, “

FOR

” the approval of the Stock Issuance Proposal, “

FOR

” the approval of the Incentive Plan Proposal, “

FOR

” the approval of the ESPP Proposal and “

FOR

” the approval of the Adjournment Proposal.

Q:	Can I change my vote after I have submitted my proxy?

A:	Yes. If you are a stockholder of record of dMY IV Common Stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•

submit a new proxy card bearing a later date;

•

give written notice of your revocation to dMY IV’s Corporate Secretary, which notice must be received by dMY IV’s Corporate Secretary prior to the vote at the Special Meeting; or

•

vote electronically at the Special Meeting by visiting [

virtual meeting link

] and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:	Where can I find the voting results of the Special Meeting?

A:	The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, dMY IV will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

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Q:	Are dMY IV Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

No. dMY IV Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of dMY IV’s Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of dMY IV’s Class A common stock, which will become an equal number of shares of New Planet Class A common stock after giving effect to the Business Combination). Holders of dMY IV’s Class A common stock may vote against the Business Combination Proposal or redeem their dMY IV Common Stock if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of dMY IV’s Class B Common Stock because they have agreed to vote in favor of the Business Combination.

Q:	Are there any risks that I should consider as a dMY IV Stockholder in deciding how to vote or whether to exercise my redemption rights?

A:	Yes. You should read and carefully consider the risk factors set forth in the section entitled “ Risk Factors ” beginning on page 67. You also should read and carefully consider the risk factors of dMY IV and Planet contained in the documents that are incorporated by reference herein.

Q:	What happens if I sell my dMY IV Common Stock before the Special Meeting?

The record date for dMY IV Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of dMY IV Common Stock before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your shares of dMY IV Common Stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Planet shares to the person to whom you transfer your shares.

Q:	When is the Business Combination expected to be completed?

Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “

The Merger Agreement — Conditions to Closing

” beginning on page 141, including the adoption of the Merger Agreement by the dMY IV Stockholders at the Special Meeting, the Business Combination is expected to close by the end of 2021. However, it is possible that factors outside the control of both dMY IV and Planet could result in the Business Combination being completed at a later time, or not being completed at all.

Q:	Who will solicit and pay the cost of soliciting proxies?

dMY IV has engaged a professional proxy solicitation firm, Morrow Sodali (“

Morrow

”), to assist in soliciting proxies for the Special Meeting. dMY IV has agreed to pay Morrow a fee of $30,000, plus disbursements. dMY IV will reimburse Morrow for reasonable

out-of-pocket

expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. dMY IV will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. dMY IV’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	What are the conditions to completion of the Business Combination?

A:	The Closing is subject to certain customary conditions, including, among other things: (i) approvals by dMY IV’s stockholders and Planet’s stockholders of the Merger Agreement and the transactions contemplated

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thereby; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino-Antitrust Improvements Act of 1976; (iii) obtainment of the necessary consents from the Federal Communications Commission and National Oceanic and Atmospheric Administration; (iv) that dMY IV has not received valid redemption requests (that have not subsequently been withdrawn) 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 (as determined in accordance with Rule

3a51-1(g)(1)

of the Exchange Act); (v) effectiveness of the Registration Statement; (vi) the shares of New Planet Class A common stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange; (vii) the accuracy of the representations and warranties, covenants and agreements of Planet and dMY IV, respectively, subject to customary materiality qualifications; (viii) the absence of any material adverse effect that is continuing with respect to Planet and dMY IV, respectively, between the date of the Merger Agreement and the date of the Closing; (ix) 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. See the section entitled “

The Business Combination Proposal.

”

Q:	What should I do now?

You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your shares of dMY IV Common Stock will be voted in accordance with your instructions.

Q:	What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of dMY IV Common Stock.

Q:	Whom do I call if I have questions about the Special Meeting or the Business Combination?

A:	If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali

470 West Avenue

Stamford CT 06902

Individuals call toll-free:

(800) 662-5200

Banks and brokers call:

(203) 658-9400

DMYQ.info@investor.morrowsodali.com

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You also may obtain additional information about dMY IV from documents filed with the SEC by following the instructions in the section entitled “

Where You Can Find More Information?

” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, dMY IV’s transfer agent, at the address below prior to 12:00 p.m., New York City time, on [ ], 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30

Floor

New York, New York 10004

E-mail:

mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annex and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.

Information About the Parties to the Business Combination

dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702)

781-4313

dMY Technology Group, Inc. IV is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Planet Labs Inc.

645 Harrison Street, Floor 4

San Francisco, California 94107

(415)

829-3313

Planet Labs Inc. is a Delaware corporation headquartered in San Francisco, California that provides daily data and insights about Earth and aims to use space to help life on Earth. For the years ended January 31, 2021 and 2020, Planet generated revenue of $113.2 million and $95.7 million, respectively, and had a net loss of $127.1 million and $123.7 million, respectively. For the six months ended July 31, 2021 and 2020, Planet generated revenue of $62.4 million and $55.7 million, respectively, and had a net loss of $49.6 million and $58.6 million, respectively.

Photon Merger Sub, Inc.

c/o dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702)

781-4313

Photon Merger Sub, Inc. is a Delaware corporation and a direct wholly owned subsidiary of dMY Technology Group, Inc. IV, and was formed on June 3, 2021 for the purpose of effecting a merger with Planet.

Photon Merger Sub Two, LLC

c/o dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(702)

781-4313

Photon Merger Sub Two, LLC is a Delaware limited liability company and a direct wholly owned subsidiary of dMY Technology Group, Inc. IV, and was formed on June 3, 2021 for the purpose of effecting a merger with Planet.

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The Business Combination and the Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as

Annex

to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.

Structure of the Business Combination

Pursuant to the Merger Agreement, First Merger Sub will merge with and into Planet with Planet (the “

Surviving Corporation

”) surviving the merger as a wholly owned subsidiary of dMY IV, and, pursuant to Planet’s election under the Merger Agreement, immediately following thereafter and as part of the same overall transaction, the Surviving Corporation will merge with and into dMY IV, with dMY IV surviving the merger. In addition, in connection with the consummation of the Business Combination, New Planet will amend and restate its charter to be the Proposed Charter and have authorize preferred stock and three classes of common stock, each as described in the section of this proxy statement/prospectus titled “

Description of New Planet Securities.

”

The following diagrams illustrate in simplified terms the current structure of dMY IV and Planet and the expected structure of New Planet upon the Closing.

Simplified

Pre-Combination

Structure

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Simplified Post-Combination Structure

(1)	As a result of the Second Merger, Planet Labs Inc. will merge with and into dMY IV, with dMY IV surviving the merger.

The Business Combination and the Merger Agreement

Merger Consideration to Planet Stockholders

dMY IV has agreed to issue approximately $2.135 billion in aggregate consideration in the form of New Planet Class A common stock or New Planet Class B common stock, as applicable, at a per share price of $10.00, plus up to an additional 27,000,000 shares of New Planet Class A common stock or Class B common stock, as applicable, to the Planet Stockholders if certain conditions are met, as set forth below. Subject to the terms and conditions of the Merger Agreement, at the Effective Time,

(a) each holder of shares of Planet Class B common stock as of immediately prior to the Effective Time (other than in respect of treasury shares) will be entitled to receive, in the form of a number of shares of New Planet Class B common stock, (A) a portion of the Aggregate Merger Consideration equal to (i) the Exchange Ratio,

multiplied by

(ii) the number of shares of Planet Class B common stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (B) a number of shares of New Planet Class B common stock equal to (i) the Per Share Contingent Consideration (if any)

multiplied by

(ii) the number of shares of Planet Class B common stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share; and

(b) each holder of shares of Planet capital stock (other than Planet Class B common stock) as of immediately prior to the Effective Time (other than in respect of (x) treasury shares, (y) Dissenting shares, and (z) any shares of Planet capital stock subject to Planet Awards) shall be entitled to receive (A) a portion of the Aggregate Merger Consideration in the form of a number of shares of New Planet Class A common stock equal to (i) the Exchange Ratio,

multiplied by

(ii) the number of shares of Planet capital stock (other than Planet Class B common stock) held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share and (B) a number of shares of New Planet Class A common stock equal to (i) the Per Share Contingent Consideration (if any)

multiplied by

(ii) the number of shares of Planet capital stock (other than Planet Class B common stock) held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share. With respect to any holder of Planet preferred stock, such number of shares of Planet capital stock held (other than Planet Class B common stock) by such holder shall be calculated as if such holder had exercised in full its optional conversion rights with respect to such Planet preferred stock pursuant to

Article IV

, Section C.5(a) of the Planet Charter.

Following the Closing, the Contingent Consideration to be received by the holders of Planet capital stock and Planet Awards shall be calculated as follows:

(i)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $15.00 over any 20 Trading Days

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within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $15.00 per share (the “

First Milestone

”) (such 6,750,000 shares of New Planet common stock, the “

First Milestone Contingent Consideration

”);

(ii)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $17.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $17.00 per share (the “

Second Milestone

”) (such 6,750,000 shares of New Planet common stock, the “

Second Milestone Contingent Consideration

”);

(iii)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $19.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $19.00 per share (the “

Third Milestone

”) (such 6,750,000 shares of New Planet common stock, the “

Third Milestone Contingent Consideration

”); and

(iv)

6,750,000 shares of New Planet common stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the Closing Price equals or exceeds $21.00 over any 20 Trading Days within any 30 Trading Day period or (y) New Planet consummates a Change of Control, which results in any stockholder of New Planet having the right to exchange their shares for cash, securities or other property having a Sale Price of at least $21.00 per share (the “

Fourth Milestone

” and together with the First Milestone, the Second Milestone and the Third Milestone, the “

Contingent Milestones

”) (such 6,750,000 shares of New Planet common stock, the “

Fourth Milestone Contingent Consideration

” and together with the First Milestone Contingent Consideration, the Second Milestone Contingent Consideration and the Third Milestone Contingent Consideration, the “

Contingent Consideration

”).

In connection with a Change of Control, a Contingent Milestone shall be deemed satisfied if (i) the aggregate proceeds paid to, or in the event of an asset sale, available for distribution to, stockholders of New Planet in such Change of Control divided by (ii) (a) the number of outstanding shares of New Planet common stock immediately prior to the consummation of such Change of Control plus (b) the number of shares of New Planet common stock issuable pursuant to the applicable tranche(s) of Contingent Consideration at such Contingent Milestone, is equal to or exceeds such Contingent Milestone.

For the avoidance of doubt, the maximum amount of the Contingent Consideration is 27,000,000 shares of New Planet common stock, in the aggregate.

Treatment of Planet Awards

At the Effective Time, each outstanding vested Planet Option will be assumed by New Planet and will be converted into (i) an option to acquire New Planet Class A common stock with the same terms and conditions as applied to the Planet Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative or satisfied by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such Planet option immediately prior to the Effective Time, the Per Share Contingent Consideration (if any). The number of shares underlying such New Planet Option will be determined by multiplying the number of shares of Planet common stock subject to such Planet option immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Planet Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest full cent.

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At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into (i) a restricted stock unit award covering a number of shares of New Planet Class A common stock equal to the number of shares of Planet common stock underlying such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by the Exchange Ratio (rounded to the nearest whole share), with the same terms and conditions as were applicable to the related unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except to the extent such terms or conditions are rendered inoperative (or satisfied) by the First Merger and (ii) the right to receive, with respect to each share of Planet common stock subject to such unvested Planet Restricted Stock Unit Award immediately prior to the Effective Time, the Per Share Contingent Consideration (if any).

At the Effective Time, each Planet Restricted Stock Unit Award that is outstanding and vested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the First Merger) will be cancelled and converted into the right to receive (i) a portion of the Aggregate Share Consideration in the form of New Planet Class A common stock equal to (A) the Exchange Ratio,

multiplied by

Conditions to the Completion of the Business Combination

The Business Combination is subject to customary Closing conditions, including, among other things: (i) approvals by dMY IV’s stockholders and Planet’s stockholders of the Merger Agreement and the transactions contemplated thereby; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino-Antitrust Improvements Act of 1976; (iii) obtainment of the necessary consents from the Federal Communications Commission and National Oceanic and Atmospheric Administration; (iv) that dMY IV has not received valid redemption requests (that have not subsequently been withdrawn) 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 (as determined in accordance with Rule

3a51-1(g)(1)

Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.

Termination

Mutual Termination Rights

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

•

by written consent of Planet and dMY IV;

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•

by Planet or dMY IV by written notice if any governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order of competent jurisdiction which has become final and

non-appealable

and has the effect of making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers (however, the right to terminate the Merger Agreement pursuant to this bullet shall not be available to a party if such party’s breach of any of its obligations under the Merger Agreement is the primary cause of the existence or occurrence of any fact or circumstance but for the existence or occurrence of which the consummation of the Business Combination or such other transaction would not be illegal or otherwise permanently prevented or prohibited);

•

by Planet or dMY IV if the dMY IV Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Special Meeting duly convened therefor or at any adjournment thereof; or

•

by Planet or dMY IV by written notice to the other party if the Closing has not occurred before 5:00 p.m., Eastern Time, on February 21, 2022. However, the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party if such party’s breach of any of its obligations under the Merger Agreement is the primary cause of the failure of the Closing to have occurred before such time.

Termination Rights of Planet

The Merger Agreement may be terminated by Planet upon written notice to dMY IV and the transactions contemplated thereby abandoned:

•

following a modification in the recommendation of dMY IV Board; or

•

if there is any breach of any representation, warranty, covenant or agreement on the part of dMY or Merger Subs set forth in the Merger Agreement, such that the conditions with respect to the accuracy of the representations and warranties of dMY IV and the Merger Subs, subject to customary materiality qualifications, and compliance by dMY IV and the Merger Subs of its covenants or agreements of the Merger Agreement would not be satisfied, subject to a

30-day

cure period and only if dMY IV is not entitled to terminate the Merger Agreement pursuant to the next bullet.

Termination Rights of dMY IV

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned by written notice to Planet from dMY IV if there is any breach of any representation, warranty, covenant or agreement on the part of Planet set forth in the Merger Agreement, such that the conditions with respect to the accuracy of the representations and warranties of Planet and compliance by Planet of its covenants or agreements of the Merger Agreement, in each case, subject to customary materiality qualifications, would not be satisfied, subject to a

30-day

cure period and only if Planet is not entitled to terminate the Merger Agreement pursuant to the preceding bullet.

Ancillary Agreements

Sponsor Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, dMY IV, Planet, the Sponsor and dMY IV’s directors and officers entered into the Sponsor Support Agreement, pursuant to which the Sponsor and dMY IV’s directors and officers have agreed to, among other things, vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, to vote against any business combination proposal other than the Business Combination, including other proposals that would impede or frustrate the Business Combination, to comply with certain provisions prohibiting dMY IV from soliciting any alternative

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business combination transaction and relating to publicity matters and to not transfer the Founder Shares and private placement warrants that they own, in each case, subject to the terms and conditions of the Sponsor Support Agreement.

The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be terminated in accordance with its terms, (iii) the liquidation of dMY IV and (iv) the written agreement of dMY IV, the Sponsor and Planet. Upon such termination of the Sponsor Support Agreement, all obligations of the parties under the Sponsor Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof. However, the termination of the Sponsor Support Agreement will not relieve any party thereto from liability arising from any actual fraud in respect of the Sponsor Support Agreement occurring prior to such termination.

Planet Holders Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, dMY IV, Planet and certain Planet Stockholders who hold the votes required to approve the Merger Agreement and the transactions contemplated thereby, including the Planet Founders, entered into the Planet Holders Support Agreement or the Preferred Planet Holders Support Agreement (together, the “

Planet Support Agreements

”), whereby such Planet Stockholders agreed to, among other things, promptly (and in any event within two business days) after this proxy statement/prospectus is disseminated to Planet’s stockholders, vote or provide consent in favor of the approval of the Merger Agreement and the transactions contemplated therein. Additionally, such Planet Stockholders agreed to not transfer any securities of Planet held by such Planet Stockholder from the date of execution of the Planet Support Agreements until the earlier of the effective time of the Mergers or the termination of the Merger Agreement in accordance with its terms, subject to certain exceptions, to not solicit any Acquisition Proposal, and, solely in connection with the Planet Holders Support Agreement, to exercise the drag-along rights pursuant to and in accordance with that certain Amended and Restated Voting Agreement, dated as of February 2, 2017, by and among Planet and the Stockholders (as defined therein), to terminate certain affiliate agreements at the Closing and to vote against any Acquisition Proposal other than the Business Combination.

The Planet Support Agreements will terminate in their entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be terminated in accordance with its terms, (iii) such time that the Merger Agreement shall be amended, modified or supplemented such that a Stockholder is disproportionately and adversely impacted relative to the other Planet Stockholders holding the same class of Planet capital stock without the prior written consent of the applicable Planet Stockholder, (iv) such time that a provision in the Merger Agreement shall be waived by Planet such that a Planet Stockholder is disproportionately and adversely impacted relative to the other stockholders holding the same class of Planet capital stock; and (v) such time that the applicable Planet Support Agreement is terminated upon the mutual written agreement of Planet, dMY IV, Merger Subs and the applicable Planet Stockholder. However, the termination of the applicable Planet Support Agreement will not relieve any party thereto from liability arising from any actual fraud in respect of the applicable Planet Support Agreement occurring prior to such termination.

Registration Rights Agreement

In connection with the consummation of the Business Combination, New Planet, the Sponsor, dMY IV’s directors and officers, the Planet Founders, certain of Planet’s directors and officers and certain Planet Stockholders will enter into the Registration Rights Agreement.

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Pursuant to the Registration Rights Agreement, New Planet will be required to register for resale securities held by the stockholders party thereto. In certain circumstances, such stockholders can demand up to four underwritten offerings in any

12-month

period, and such stockholders will also be entitled to certain piggyback registration rights. New Planet will bear certain expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into upon the consummation of the IPO. The Registration Rights Agreement will terminate on the earlier of (i) the five-year anniversary of the date of the Registration Rights Agreement or (ii) with respect to any applicable stockholder, on the date that such stockholder no longer holds any Registrable Securities (as defined in the Registration Rights Agreement).

Lock-Up

Agreements

In connection with the consummation of the Business Combination, the Sponsor, dMY IV’s directors and officers, the Planet Founders, Planet’s executive officers and directors who are expected to continue on as executive officers and directors of New Planet following the Closing and other Planet Stockholders who hold at least 5% of Planet common stock on an

as-converted

basis immediately prior to the Closing (collectively, the “

Lock-Up

Shareholders

”) will enter into the

Lock-Up

Agreements with New Planet, which place certain restrictions on the transfer of shares received by the

Lock-Up

Shareholders in connection with the Mergers.

The

Lock-Up

Shareholders agree not to, as applicable and during the applicable

lock-up

period:

•

sell, publicly offer to sell, enter into a contract or agreement to sell, hypothecate, pledge, grant any option, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position, certain of its shares of common stock (with the applicable shares in the case of (x) dMY IV’s directors and their respective affiliates being 5,950,000 shares of New Planet Class A common stock held by the Sponsor immediately following the Closing that are converted from the 5,950,000 shares of dMY IV Class B Common Stock held by the Sponsor immediately prior to the Closing attributable to such dMY IV director, (y) Sponsor and its permitted transferees being 8,625,000 shares of New Planet Class A common stock held by the Sponsor immediately following the Closing that are converted from 8,625,000 shares of dMY IV Class B Common Stock held by the Sponsor immediately prior to the Closing and (z) each other

Lock-Up

Shareholder being the New Planet common stock held by each person immediately following the Closing (excluding any shares of New Planet common stock acquired in connection with the Private Placement and any shares of New Planet common stock acquired in the open market) and the shares of New Planet common stock issuable to such person upon the exercise of restricted stock units, stock options or other equity awards of New Planet common stock, such applicable shares collectively the “

Lock-up

”); or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the

Lock-up

Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise.

In the case of shares attributable to Niccolo De Masi, Harry L. You, Darla Anderson, Francesca Luthi, Charles E. Wert, and any of their respective affiliates, and William Marshall and Robert Schingler Jr., such restrictions begin at Closing and end on the earliest of: (i) the date that is 18 months after the Closing, (ii) the consummation of a Change of Control, and (iii) in the case of Niccolo de Masi, Harry L. You, William Marshall and Robert Schingler Jr., the date on which the last reported sale price of the New Planet Class A common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any

30-Trading

Day period commencing at least 330 days after the Closing

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Date and, in the case of Darla Anderson, Francesca Luthi and Charles E. Wert, the date on which the last reported sale price of the New Planet Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any

30-Trading

Day period commencing at least 330 days after the Closing Date.

In the case of shares attributable to all other

Lock-Up

Shareholders, such restrictions begin at the Closing and end on the earliest of (i) the date that is 12 months after the Closing, (ii) the consummation of a Change of Control, and (iii) the date on which the last reported sale price of the New Planet Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any

30-Trading

Day period commencing at least 150 days after the Closing Date.

Founder Share Vesting

Pursuant to the

Lock-up

Agreement to be entered into by the Sponsor, effective upon the Closing, 862,500 shares of New Planet Class A common stock held by the Sponsor and 2,966,667 of the warrants to purchase New Planet Class A common stock (such shares and warrants collectively, the “

Sponsor Earnout Securities

”) will be unvested and will vest in four equal tranches as set forth below:

•

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the last sale price of the New Planet Class A common stock reported by Bloomberg (or if not available, by another authoritative source) (the “

Last Sale Price

”) equals or exceeds $15.00 for any 20 Trading Days within any

30-Trading

Day period (the “

First Sponsor Earnout Milestone

”) or (y) New Planet consummates a Change of Control which results in any of its stockholders having the right to exchange such Person’s shares for cash, securities or other property having a Sale Price of at least $15.00 per share;

•

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the Last Sale Price equals or exceeds $17.00 for any 20 Trading Days within any

30-Trading

Day period (the “

Second Sponsor Earnout Milestone

•

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the Last Sale Price equals or exceeds $19.00 for any 20 Trading Days within any

30-Trading

Day period (the “

Third Sponsor Earnout Milestone

•

25% of the Sponsor Earnout Securities will vest if at any time prior to the fifth anniversary of the Closing Date (x) the Last Sale Price equals or exceeds $21.00 for any 20 Trading Days within any

30-Trading

Day period (the “

Fourth Sponsor Earnout Milestone

” and together with the First Sponsor Earnout Milestone, the Second Sponsor Earnout Milestone and the Third Sponsor Earnout Milestone, the “

Sponsor Earnout Milestones

In connection with a Change of Control, a Sponsor Earnout Milestone shall be deemed satisfied if (i) the aggregate proceeds paid to, or in the event of an asset sale, available for distribution to, stockholders of New Planet in such Change of Control divided by (ii) (a) the number of outstanding shares of New Planet common stock immediately prior to the consummation of such Change of Control plus (b) the number of shares of New Planet common stock issuable pursuant to the applicable tranche(s) of Sponsor Earnout Securities at such Sponsor Earnout Milestone, is equal to or exceeds such Sponsor Earnout Milestone.

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Any Sponsor Earnout Securities that remain unvested on the first business day following the five (5) year anniversary of the Closing Date shall be surrendered by Sponsor to New Planet without any further consideration therefor.

The Private Placement

dMY IV entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, dMY IV agreed to issue and sell in private placements an aggregate of 25,200,000 shares of dMY IV Class A common stock to the PIPE Investors for $10.00 per share.

The Private Placement is expected to close immediately prior to the consummation of the Business Combination.

In addition, the dMY IV Common Stock was originally sold in the IPO as a component of the dMY IV units for $10.00 per unit. The dMY IV units consist of one share of dMY IV Common Stock and one-fifth of one dMY IV Public Warrant. As of October 8, 2021, the closing price on NYSE of dMY IV Common Stock was $9.94 per share, and the closing price of a dMY IV Public Warrant was $1.80 per warrant. The purchase price of $10.00 per share to the PIPE Investors, as part of the Private Placement, reflects the expected price of New Planet’s common stock. None of the Sponsor or dMY IV’s officers, directors or their affiliates is a PIPE Investor.

Special Meeting of dMY IV Stockholders and the Proposals

The Special Meeting will convene on [

date

], 2021 at [

time

] a.m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of dMY IV Stockholders entitled to vote at the Special Meeting by visiting [

virtual meeting link

] and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Charter Proposals, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Approval of the condition precedent proposals is a condition to the obligation of dMY IV to complete the Business Combination.

Only holders of record of issued and outstanding shares of dMY IV Common Stock as of the close of business on October 19, 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of dMY IV Common Stock that you owned as of the close of business on that record date.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding shares of dMY IV Common Stock as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions have no effect on the outcome of the proposal.

Approval of Charter Proposal A requires the affirmative vote of a majority of the outstanding shares of dMY IV Common Stock, voting together as a single class, and at least a majority of the outstanding shares of dMY IV Class B Common Stock. Abstentions have the same effect as a vote “

AGAINST

” the proposal.

Approval of Charter Proposal B requires the affirmative vote of a majority of the outstanding shares of dMY IV Common Stock, voting together as a single class, and at least a majority of the outstanding shares of dMY IV Class A Common Stock. Abstentions have the same effect as a vote “

AGAINST

” the proposal.

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Approval of each of the Advisory Charter Proposals, each of which is a

non-binding

vote, requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions have no effect on the outcome of the proposal.

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. For purposes of NYSE rules, abstentions will have the same effect as votes “

AGAINST

” this proposal.

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. For purposes of NYSE rules, abstentions will have the same effect as votes “

AGAINST

” this proposal.

Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. For purposes of NYSE rules, abstentions will have the same effect as votes “

AGAINST

” this proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by dMY IV Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions have no effect on the outcome of the proposal.

Recommendation of the dMY IV Board

The dMY IV Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the dMY IV Stockholders and recommends that the dMY IV Stockholders adopt the Merger Agreement and approve the Business Combination. The dMY IV Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

The dMY IV Board recommends that you vote “

FOR

” the approval of the Business Combination Proposal, “

FOR

” the approval of Charter Proposal A, “

FOR

” the approval of Charter Proposal B, “

FOR

” the approval, on an advisory basis, of each of the Advisory Charter Proposals, “

FOR

” the approval of the Stock Issuance Proposal, “

FOR

” the approval of the Incentive Plan Proposal and “

FOR

” the approval of the Adjournment Proposal.

The existence of financial and personal interests of one or more of dMY IV’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of dMY IV and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, dMY IV’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “

The Business Combination Proposal — Interests of dMY IV’s Directors and Officers in the Business Combination

” of this proxy statement/prospectus.

For more information about the dMY IV Board’s recommendation and the proposals, see the sections entitled “

The Special Meeting — Vote Required and dMY IV Board Recommendation

” beginning on page 120 and “

The

Business Combination Proposal

” beginning on page 167.

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Recommendation of the dMY IV Board and Reasons for the Business Combination

In reaching its unanimous resolutions (i) that the Merger Agreement and the ancillary agreements are fair, advisable and in the best interests of dMY IV and its stockholders, (ii) to approve the Merger Agreement and the Business Combination, the PIPE Investment, and the other transactions contemplated by the Merger Agreement and related documents, (iii) to approve the transactions, recommend the approval and adoption of the Merger Agreement and the Business Combination by dMY IV’s stockholders, and (iv) directing that the Merger Agreement and the transactions contemplated thereby (including the Mergers) be submitted for consideration by dMY IV’s stockholders, the dMY IV Board considered and evaluated a range of factors, including, but not limited to, the factors discussed below. Prior to reaching the decision to approve the Merger Agreement and the Business Combination, the dMY IV Board consulted with our management, as well as with our legal and financial advisors.

In addition, before reaching the above resolutions, the dMY IV Board reviewed various industry and financial data, including, but not limited to, Planet’s existing business model and Planet’s historical and projected financials, and reviewed the results of dMY IV’s due diligence review of Planet, which included:

•

Research on the industry in which Planet operates;

•

Extensive meetings with Planet’s management team and representatives regarding Planet’s operations, major customers, financial prospects and other customary due diligence matters;

•

Legal and commercial review of Planet’s material business contracts, books and records, government regulations and filings, intellectual property and information technology; and

•

Financial due diligence and analysis of Planet with the assistance of its financial advisors.

In the prospectus for its initial public offering, dMY IV identified the following general criteria and guidelines that it believed would be important in evaluating prospective target businesses:

•

Size

: dMY IV intends to target companies whose enterprise value is between $1.0 billion and $3.0 billion.

•

Focus

: The mobile app industry and consumer internet sectors are domains in which dMY IV has extensive experience and “pattern recognition” knowledge. In addition, dMY IV intends to specifically focus on companies that have created, or enabled the creation of, compelling mobile app experiences with significant growth in segments such as gaming, entertainment, education, work productivity,

e-commerce,

financial technology and health and wellness. Companies developing disruptive and key enablement technologies for consumer-facing apps in these segments, such as artificial intelligence, machine learning, cloud infrastructures, quantum computing, environmental, social and governance (“

ESG

”) focused businesses and satellite and space rocket technology are also within the scope of this search.

•

Management’s maturity

: dMY IV intends to seek companies with proven and accomplished management teams which are eager to march forward together with and benefit from dMY IV management team’s expertise.

•

Operational maturity

: dMY IV intends to seek companies which have the requisite compliance, financial controls and reporting processes in place and are ready for the regulatory requirements of a public entity.

•

Growth

: dMY IV intends to seek companies in the mobile app ecosystem or consumer internet companies that are on what dMY IV believes to be a promising growth path, driven by a sustainable competitive advantage, with opportunities for acceleration by a partnership with dMY IV.

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•

Strategic initiatives

: dMY IV intends to seek management teams with the interest and ability to execute on strategic opportunities, including accretive acquisitions of companies that have the potential to enhance stockholder value.

•

Benefit from being public

: dMY IV intends to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth.

•