Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 19, 2021, Dragoneer Growth Opportunities Corp. (the "Company") issued
an unsecured promissory note (the "Note") in the principal amount of $2,000,000
to Dragoneer Growth Opportunities Holdings (the "Sponsor"). The Note does not
bear interest and is repayable in full upon consummation of the Company's
initial business combination (a "Business Combination"). If the Company does not
complete a Business Combination, the Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination,
the Sponsor shall have the option, but not the obligation, to convert the
principal balance of the Note, in whole or in part, to warrants of the Company,
at a price of $1.00 per warrant (the "Warrants"). The terms of the Warrants will
be identical to the terms of the warrants issued by the Company to the Sponsor
in a private placement that took place simultaneously with the Company's initial
public offering. The Note is subject to customary events of default, the
occurrence of which automatically trigger the unpaid principal balance of the
Note and all other sums payable with regard to the Note becoming immediately due
and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Promissory Note, dated January 19, 2021, issued by Dragoneer Growth
Opportunities Corp. to Dragoneer Growth Opportunities Holdings
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