Item 3.02
Unregistered Sales of Equity Securities.
On May 4, 2021, Palantir Technologies Inc. (the “Company) became obligated to issue 80,844 shares of its Class B Common Stock as a contingent payment in connection with the Company’s acquisition of certain rights and other terms in a strategic transaction with a third party completed in May 2020 (such shares, the “Contingent Payment Shares”). The transaction agreement contemplated that certain securityholders of the third party would receive the Contingent Payment Shares, for no additional consideration, upon the satisfaction of certain post-closing conditions.
In January 2021, the Company issued an aggregate of 735,740 shares of Class B Common Stock to two accredited investors upon the net exercise of warrants (such warrants, the “Warrants,” and such shares, the “Warrant Shares,” and together with the Contingent Payment Shares, the “Shares”). The Warrants were previously disclosed in the Company’s Registration Statement on Form S-1, and the issuance of the Warrant Shares represented less than 1% of the number of shares of Class B Common Stock outstanding on the date of issuance.
The issuances of the Shares were made in reliance on the exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) of the Securities Act. The Shares are convertible into shares of the Company’s Class A Common Stock in accordance with the Company’s Amended and Restated Certificate of Incorporation.
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