Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-39540

________________________________________________

Palantir Technologies Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________________

Delaware68-0551851
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1555 Blake Street, Suite 250 Denver, Colorado80202
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (720) 358-3679

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per sharePLTRNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2022, there were 1,963,814,949 shares of the registrant’s Class A common stock outstanding, 99,342,246 shares of the registrant’s Class B common stock outstanding, and 1,005,000 shares of the registrant’s Class F common stock outstanding.

TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)3
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Operations4
Condensed Consolidated Statements of Comprehensive Loss5
Condensed Consolidated Statements of Stockholders’ Equity6
Condensed Consolidated Statements of Cash Flows8
Notes to Unaudited Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 3.Quantitative and Qualitative Disclosures About Market Risk34
Item 4.Controls and Procedures34
PART II. OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities83
Item 3.Defaults Upon Senior Securities83
Item 4.Mine Safety Disclosures83
Item 5.Other Information83
Item 6.Exhibits84

Table of contents

PART I - FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS (UNAUDITED)