Item 8.01 Other Events
On November 12, 2021, Dragoneer Growth Opportunities Corp. II ("Dragoneer")
issued a press release announcing that its registration statement on Form S-4
(as amended, the "Registration Statement"), relating to the business combination
(the "Business Combination") with Papay Topco, Inc. ("Cvent"), has been declared
effective by the U.S. Securities and Exchange Commission ("SEC") and that it
intends to commence, on or about November 12, 2021, mailing of its definitive
proxy statement/final prospectus/consent solicitation (the "proxy
statement/prospectus/consent solicitation") relating to the extraordinary
general meeting (the "Special Meeting") of Dragoneer's stockholders to be held
on December 7, 2021 in connection with the Business Combination. The proxy
statement/prospectus/consent solicitation will be mailed to Dragoneer's
stockholders of record as of the close of business on October 29, 2021 (the
"Record Date"). Dragoneer also intends to the mail notice of the Special Meeting
on or about November 12, 2021 to stockholders of record as of the Record Date.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Additional Information
In connection with the Business Combination, Dragoneer has filed with the SEC
the Registration Statement, which included a proxy statement, prospectus and
consent solicitation. Dragoneer will mail the proxy statement/prospectus/consent
solicitation and other relevant documents to its shareholders on or about
November 12, 2021. This communication is not a substitute for the Registration
Statement, the proxy statement/prospectus/consent solicitation or any other
document that Dragoneer will send to its shareholders in connection with the
Business Combination. INVESTORS AND SECURITY HOLDERS OF DRAGONEER ARE ADVISED TO
READ THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION IN CONNECTION WITH
DRAGONEER'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING, BECAUSE THE PROXY
STATEMENT/PROSPECTUS/CONSENT SOLICITATION CONTAINS IMPORTANT INFORMATION ABOUT
THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. The proxy
statement/prospectus/consent solicitation will be mailed to shareholders of
Dragoneer as of the Record Date. Shareholders may also obtain copies of the
proxy statement/prospectus/consent solicitation, without charge, at the SEC's
website at www.sec.gov or by directing a request to: Dragoneer Growth
Opportunities Corp. II, One Letterman Drive, Building D, Suite M500, San
Francisco, California, 94129.
Participants in the Solicitation
Dragoneer, Cvent and certain of their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Dragoneer's shareholders in
connection with the Business Combination. DRAGONEER'S SHAREHOLDERS AND OTHER
INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION
REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE SEC
ON MARCH 31, 2021 AND IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2021, WHICH WAS FILED WITH THE SEC ON AUGUST 16, 2021. INFORMATION
REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE
SOLICITATION OF PROXIES TO DRAGONEER'S SHAREHOLDERS IN CONNECTION WITH THE
PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING ARE
SET FORTH IN THE REGISTRATION STATEMENT. Investors and Dragoneer's shareholders
may obtain more detailed information regarding the names and interests in the
Business Combination of Dragoneer's directors and officers in Dragoneer's
filings with the SEC, including the Registration Statement filed with the SEC by
Dragoneer, which includes the proxy statement of Dragoneer for the Business
Combination, and such information and names of Cvent's directors and executive
officers are also be in the Registration Statement filed with the SEC by
Dragoneer, which includes the proxy statement of Dragoneer for the Business
Combination.
--------------------------------------------------------------------------------
Forward Looking Statements
This communication contains forward-looking statements that are based on beliefs
and assumptions and on information currently available. In some cases, you can
identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing" or the
negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. We caution
you that these statements are based on a combination of facts and factors
currently known by us and our projections of the future, which are subject to a
number of risks. Forward-looking statements in this communication include, but
are not limited to, statements regarding future events, such as the proposed
Business Combination between Dragoneer and Cvent, including the timing and
structure of the transaction, the likelihood and ability of the parties to
successfully consummate the Business Combination, the PIPE and the Forward
Purchase Agreement, the amount of funds available in the trust account as a
result of shareholder redemptions or otherwise, as well as statements about the
composition of the board of directors of the company. We cannot assure you that
the forward-looking statements in this communication will prove to be accurate.
These forward looking statements are subject to a number of risks and
uncertainties, including, among others, the general economic, political,
business and competitive conditions; the inability of the parties to consummate
the Business Combination or the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement or any related agreements or could otherwise cause the
transaction to fail to close; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination and the transactions contemplated by the Business Combination; the
ability of existing investors to redeem the ability to complete the Business
Combination due to the failure to obtain approval from Dragoneer's shareholders,
or the risk that the approval of the shareholders of Dragoneer for the potential
transaction is otherwise not obtained; the failure to satisfy other closing
conditions in the Business Combination Agreement or otherwise, the occurrence of
any event that could give rise to the termination of the Business Combination
Agreement; the failure to obtain financing to complete the Business Combination,
including to consummate the PIPE or the transactions contemplated by the Forward
Purchase Agreement; the ability to recognize the anticipated benefits of the
Business Combination; the impact of COVID-19 on Cvent's business and/or the
ability of the parties to complete the Business Combination; the receipt of an
unsolicited offer from another party for an alternative business transaction
that could interfere with the Business Combination; changes to the proposed
structure of the Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; failure to realize the
anticipated benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of Dragoneer and Cvent; the risk that the Business Combination
disrupts current plans and operations of Dragoneer or Cvent as a result of the
announcement and consummation of the Business Combination; the ability of the
Company to grow and manage growth profitably and retain its key employees; the
inability to obtain or maintain the listing of the post-acquisition company's
securities on Nasdaq following the Business Combination; changes in applicable
laws or regulations and delays in obtaining, adverse conditions contained in, or
the inability to obtain regulatory approvals required to complete the Business
Combination; costs related to the Business Combination; and other risks and
uncertainties, including those to be included under the header "Risk Factors" in
the Registration Statement filed by Dragoneer with the SEC on October 19, 2021,
those included under the header "Risk Factors" in the prospectus of Dragoneer
related to its initial public offering and those under the heading "Summary Risk
Factors" in the investor presentation filed as Exhibit 99.3 to Dragoneer's
Current Report on Form 8-K filed on July 23, 2021. Furthermore, if the
forward-looking statements prove to be inaccurate, the inaccuracy may be
material. In addition, you are cautioned that past performance may not be
indicative of future results. In light of the significant uncertainties in these
forward-looking statements, you should not rely on these statements in making an
investment decision or regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and plans in any
specified time frame, or at all. The forward-looking statements in this
communication represent our views as of the date of this communication. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we have no current intention of doing so except to
the extent required by applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date subsequent
to the date of this communication.
Disclaimer
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Joint Press Release, issued on November 12, 2021.
104 Cover Page Interactive Data file (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses