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ADDITIONAL INFORMATION

This proxy statement/prospectus/consent solicitation incorporates important business and financial information about us that is not included in or delivered with this proxy statement/prospectus/consent solicitation. You may request this information, copies of this proxy statement/prospectus/consent solicitation and any other publicly available information concerning Dragoneer, without charge, by written request to Dragoneer Growth Opportunities Corp. II, One Letterman Drive, Building D Suite M500, San Francisco, California 94129, or by telephone request at (415) 539-3099; or Morrow Sodali, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DGNS@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for Dragoneer’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of Dragoneer to be held on

[●]

, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by

[●]

.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus/consent solicitation or the context otherwise requires, references to:

 

•

“2021 Plan” are to the Cvent Holding Corp. 2021 Omnibus Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Equity Plan Proposal;

 

•

“Articles of Association” are to the amended and restated articles of association of Dragoneer;

 

•

“Business Combination” are to the Domestication, the Mergers and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

 

•

“Business Combination Agreement” are to that certain Business Combination Agreement, dated July 23, 2021, by and among Dragoneer, Merger Sub I, Merger Sub II and Cvent;

 

•

“Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

 

•

“Class A ordinary shares” are to the 27,600,000 Class A ordinary shares, par value $0.0001 per share, of Dragoneer outstanding as of the date of this proxy statement/prospectus/consent solicitation and, in connection with the Domestication, which will automatically convert, on a one-for-one basis, into shares of New Cvent Common Stock;

 

•

“Class B ordinary shares” are to the 6,900,000 Class B ordinary shares, par value $0.0001 per share, of Dragoneer outstanding as of the date of this proxy statement/prospectus/consent solicitation (2,875,000 of which were initially issued to our Sponsor in a private placement prior to our initial public offering and 4,025,000 of which were the result of share dividends effected by Dragoneer) and of which 300,000 were transferred to the Dragoneer independent directors (75,000 each) in October, 2020, and, in connection with the Domestication, which will automatically convert, on a one-for-one basis, into shares of New Cvent Common Stock;

 

•

“Closing” are to the closing of the Business Combination;

 

•

“Closing Date” means that date that is in no event later than the third (3rd) business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as Dragoneer and Cvent may agree in writing;

 

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•

“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, the Nasdaq Proposal and the Incentive Equity Plan Proposal, collectively;

 

•

“Continental” are to Continental Stock Transfer & Trust Company;

 

•

“Cvent” are to Papay Topco, Inc., a Delaware corporation, prior to the consummation of the Business Combination;

 

•

“Cvent Acquisition Proposal” means (a) any transaction or series of related transactions under which any person(s), directly or indirectly, (i) acquires or otherwise purchases Cvent or any of its controlled affiliates or (ii) all or a material portion of assets or businesses of Cvent or any of its controlled affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in Cvent or any of its controlled affiliates (subject to exceptions to the PIPE Financing or the issuance of the applicable class of shares of capital stock of Cvent upon the exercise or conversion of any outstanding Cvent equity awards);

 

•

“Cvent Board” are to the board of directors of Cvent;

 

•

“Cvent Stockholders” are to the holders of the issued and outstanding shares of common stock of Cvent;

 

•

“Cvent Supporting Shareholders” are to the Vista Investors and Rajeev K. Aggarwal;

 

•

“Domestication” are to the transfer by way of continuation and deregistration of Dragoneer from the Cayman Islands and the continuation and domestication of Dragoneer as a corporation incorporated in the State of Delaware;

 

•

“Dragoneer,” “we,” “us” or “our” are to Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company, prior to the consummation of the Business Combination;

 

•

“Dragoneer Acquisition Proposal” means (a) any transaction or series of related transactions under which Dragoneer or any of its controlled affiliates, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets or businesses of any other persons(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise) or (b) any equity, debt or similar investment in Dragoneer or any of its controlled affiliates;

 

•

“Dragoneer Board” are to Dragoneer’s board of directors;

 

•

“Dragoneer Parties” are to, collectively, Dragoneer, Merger Sub I and Merger Sub II;

 

•

“Employee Stock Purchase Plan” means the New Cvent Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus/consent solicitation as Annex K;

 

•

“extraordinary general meeting” are to the extraordinary general meeting of Dragoneer at [●], on [●], 2021, at [●], or at such other time, on such other date and at such other place to which the meeting may be adjourned;

 

•

“Existing Governing Documents” are to the Memorandum of Association and the Articles of Association;

 

•

“First Effective Time” are to the time at which the First Merger becomes effective;

 

•

“First Merger” are to the merger of Merger Sub I with and into Cvent, with Cvent as the surviving company;

 

•

“Forward Purchase Agreement” are to the forward purchase agreement between Dragoneer and Dragoneer Funding II LLC, dated October 29, 2020, whereby Dragoneer Funding II LLC agreed to purchase 5,000,000 Class A ordinary shares for a purchase price of $10.00 per share;

 

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•

“Forward Purchase Shares” are to the 5,000,000 Class A ordinary shares to be issued immediately prior to the First Effective Time, but following the Domestication, to Dragoneer Funding II LLC for a purchase price of $10.00 per share pursuant to the Forward Purchase Agreement and the Business Combination Agreement;

 

•

“initial public offering” are to Dragoneer’s initial public offering that was consummated on November 19, 2020;

 

•

“Initial Shareholders” are to Sponsor and each of Sarah J. Friar, David D. Ossip, Gokul Rajaram and Jay Simons;

 

•

“Memorandum of Association” are to the amended and restated memorandum of association of Dragoneer;

 

•

“Mergers” are to, collectively, the First Merger and Second Merger;

 

•

“Merger Sub I” are to Redwood Opportunity Merger Sub, Inc., a Delaware corporation;

 

•

“Merger Sub II” are to Redwood Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Dragoneer prior to the consummation of the Business Combination;

 

•

“Nasdaq” are to the Nasdaq Global Select Market;

 

•

“New Cvent” are to Cvent Holding Corp. (f.k.a. Dragoneer Growth Opportunities Corp. II) upon and after the Domestication;

 

•

“New Cvent Board” are to the board of directors of New Cvent;

 

•

“New Cvent Common Stock” are to the common stock, par value $0.0001 per share, of New Cvent;

 

•

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

 

•

“PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 47,500,000 shares of New Cvent Common Stock for an aggregate purchase price of $475,000,000 to be consummated in connection with Closing;

 

•

“PIPE Investors” are to certain investors with whom Dragoneer entered into Subscription Agreements, collectively;

 

•

“private placement shares” are to the 752,000 private placement shares outstanding as of the date of this proxy statement/prospectus/consent solicitation that were issued to our Sponsor as part of the closing of our initial public offering;

 

•

“pro forma” are to giving pro forma effect to the Business Combination, including the Mergers and the PIPE Financing;

 

•

“Proposed Bylaws” are to the proposed bylaws of New Cvent to be effective upon the Domestication attached to this proxy statement/prospectus/consent solicitation as Annex D;

 

•

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Cvent to be effective upon the Domestication attached to this proxy statement/prospectus/consent solicitation as Annex C;

 

•

“Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

•

“public shareholders” are to holders of public shares, whether acquired in Dragoneer’s initial public offering or acquired in the secondary market;

 

•

“public shares” are to the currently outstanding 28,352,000 Class A ordinary shares (including the private placement shares) and 6,900,000 Class B ordinary shares of Dragoneer, whether acquired in Dragoneer’s initial public offering or acquired in the secondary market;

 

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•

“redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;

 

•

“SEC” are to the Securities and Exchange Commission;

 

•

“Second Effective Time” means the time at which the Second Merger becomes effective;

 

•

“Second Merger” are to the merger of Cvent as the surviving company of the First Merger with and into Merger Sub II, with Merger Sub II continuing as the surviving company;

 

•

“Securities Act” are to the Securities Act of 1933, as amended;

 

•

“Sponsor” are to Dragoneer Growth Opportunities Holdings II, a Cayman Islands limited liability company;

 

•

“Subscription Agreements” are to the subscription agreements, entered into by Dragoneer and each of the PIPE Investors in connection with the PIPE Financing;

 

•

“transfer agent” are to Continental, Dragoneer’s transfer agent;

 

•

“trust account” are to the trust account established at the consummation of Dragoneer’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

 

•

“Vista” are to Vista Equity Partners Management, LLC;

 

•

“Vista Investors” are to investment funds advised by affiliates of Vista Equity Partners Management, LLC; and

 

•

“working capital shares” are to the 200,000 shares of New Cvent Common Stock that will be issued upon conversion of the principal amount of a working capital loan provided to Dragoneer by Sponsor, which conversion will occur upon the consummation of the Business Combination.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information in this proxy statement/prospectus/consent solicitation concerning economic conditions, Cvent and New Cvent’s industry, their markets and their competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as Cvent’s own estimates and research. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Cvent believes the information presented in this proxy statement/prospectus/consent solicitation is generally reliable, forecasts, assumptions, expectations, beliefs, estimates and projects involve risk and uncertainties and are subject to change based on various factors, including those described under “Forward-Looking Statements” and “Risk Factors.”

Certain information in the text of this proxy statement/prospectus/consent solicitation is contained in independent industry publications. The sources of these independent industry publications are provided below:

 

•

Forrester, Cvent Thought Leadership Study: Data Review, February 22, 2021, which was commissioned by Cvent;

 

•

Frost & Sullivan, Hospitality Cloud GLOBAL TAM 2021/2022, April 2021, which was commissioned by Cvent; and

 

•

Frost & Sullivan, Events Technology GLOBAL TAM 2021/2022, April 2021, which was commissioned by Cvent.

Cvent has not had this information verified by any independent sources. The independent industry publications used in this proxy statement/prospectus/consent solicitation were not prepared on Cvent’s behalf.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus/consent solicitation may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus/consent solicitation in relation to Cvent has been provided by Cvent and its management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination, future financial performance and business strategies and expectations for its business. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus/consent solicitation include, for example, statements about:

 

•

the impact on Cvent’s operations and financial condition from the effects of the current COVID-19 pandemic;

 

•

Cvent’s ability to attract and retain new customers;

 

•

Cvent’s ability to maintain and expand relationships with hotels and venues;

 

•

the impact of a data breach or other security incident involving Cvent or its customers’ confidential or personal information stored in our or our third-party service providers’ systems;

 

•

risks associated with indemnity provisions in some of Cvent’s agreements;

 

•

the competitiveness of the market in which Cvent operates;

 

•

the impact of a disruption of Cvent’s operations, infrastructure or systems, or disruption of the operations, infrastructure or systems of the third parties on which Cvent relies;

 

•

Cvent’s ability to renew agreements with and sell additional solutions to its customers;

 

•

Cvent’s ability to maintain access to third-party licenses;

 

•

Cvent’s ability to comply with its obligations under license or technology agreements with third parties;

 

•

Cvent’s ability to manage its growth effectively;

 

•

Cvent’s ability to expand its sales force;

 

•

risks and uncertainties associated with potential acquisitions and divestitures;

 

•

Cvent’s ability to operate offices located outside of the United States, including India;

 

•

the impact of declines or disruptions in the demand for events and meetings;

 

•

risks associated with Cvent’s reliance on third-party mobile application platforms such as the Apple App Store and the Google Play Store to distribute its mobile applications;

 

•

Cvent’s history of losses and ability to achieve profitability in the future;

 

•

Cvent’s ability to develop, introduce and market new and enhanced versions of its solutions to meet customer needs and expectations;

 

•

the impact of Cvent’s lengthy and unpredictable sales cycle;

 

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•

Cvent’s ability to retain, hire and integrate skilled personnel, including its senior management team;

 

•

Cvent’s ability to fund its research and development efforts;

 

•

the seasonality of Cvent’s sales and customer growth;

 

•

Cvent’s ability to offer high-quality customer support;

 

•

the impact of contractual disputes with Cvent’s customers;

 

•

the impact of any significant reduction in spending by advertisers on Cvent’s platforms;

 

•

Cvent’s ability to maintain, enhance and protect its brand;

 

•

the impact of delays in product and service development, including delays beyond Cvent’s control;

 

•

Cvent’s ability to maintain the compatibility of its solutions with third-party applications;

 

•

risks related to incorrect or improper use of Cvent’s solutions or its failure to properly train customers on how to utilize its solutions;

 

•

the impact of Cvent’s reliance on data provided by third parties;

 

•

risks associated with privacy concerns and end users’ acceptance of Internet behavior tracking;

 

•

Cvent’s ability to maintain its corporate culture as it grows;

 

•

Cvent’s ability to comply with legal requirements, contractual obligations and industry standards relating to security, data protection and privacy;

 

•

Cvent’s ability to comply with the rules and regulations adopted by the payment card networks;

 

•

Cvent’s ability to obtain, maintain, protect and enforce its intellectual property and proprietary rights;

 

•

risks associated with lawsuits by third parties for alleged infringement, misappropriation or other violation of their intellectual property and proprietary rights;

 

•

risks associated with Cvent’s use of open source software in certain of its solutions;

 

•

risks associated with changes in tax laws;

 

•

the impact of third-party claims, including by governmental bodies, regarding the content and advertising distributed by Cvent’s customers through its service;

 

•

risks associated with changes in financial accounting standards;

 

•

risks associated with fluctuations in currency exchange rates;

 

•

Cvent’s ability to raise additional capital or generate cash flows necessary to expand its operations and invest in new technologies in the future;

 

•

Cvent’s ability to develop and maintain proper and effective internal control over financial reporting;

 

•

our ability to complete the Business Combination with Cvent or, if we do not consummate such Business Combination, any other initial business combination;

 

•

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “ HSR Act ”) relating to the Business Combination Agreement having expired or been terminated; (iii) Dragoneer having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement the PIPE Financing and the Forward Purchase Agreement; (iv) the shares of New Cvent Common Stock having been listed on Nasdaq, and Nasdaq having raised no objection to the continued listing of the New

 

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Cvent Common Stock; and (v) as of immediately prior to the Closing, the result equal to: (a) the cash in the trust account, minus (b) the amount redeemed by the holders of Dragoneer Class A ordinary shares as provided in the Existing Governing Documents, plus (c) the aggregate amount received by Dragoneer from the PIPE Financing, plus (d) the aggregate amount received by Dragoneer under the Forward Purchase Agreement not being less than $356,000,000, subject to certain exceptions (which minimum cash amount shall be calculated without reduction for any payments in respect of debt repayments, transaction fees and expenses);

 

•

the projected financial information, growth rate and market opportunity of New Cvent;

 

•

the ability to obtain and/or maintain the listing of the New Cvent Common Stock on Nasdaq, and the potential liquidity and trading of such securities;

 

•

the risk that the proposed Business Combination disrupts current plans and operations of Cvent as a result of the announcement and consummation of the proposed Business Combination;

 

•

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;

 

•

costs related to the proposed Business Combination;

 

•

changes in applicable laws or regulations;

 

•

our ability to raise financing in the future;

 

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

 

•

Cvent’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

 

•

Cvent’s financial performance;

 

•

the ability of New Cvent to expand or maintain its existing customer base;

 

•

the effect of global economic conditions or political transitions on Cvent’s customers and their ability to continue to purchase Cvent products;

 

•

the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic, and the impact on our virtual, hybrid and in-person offerings, each of which has been and may continue to be impacted differently by COVID-19; and

 

•

other factors detailed under the section entitled “ Risk Factors .”

The forward-looking statements contained in this proxy statement/prospectus/consent solicitation are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Cvent. There can be no assurance that future developments affecting us and/or Cvent will be those that we and/or Cvent have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Cvent) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “

Risk Factors

.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional

 

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risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Cvent undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “

Risk Factors

” section and elsewhere in this proxy statement/prospectus/consent solicitation may adversely affect us.

 

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF DRAGONEER

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Dragoneer’s shareholders. Shareholders should read this proxy statement/prospectus/consent solicitation, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [

●

], Eastern Time, on [

●

], 2021, at [

●

], or virtually via live webcast at

[●]

.

 

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

 

A:

Dragoneer shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date prior to the First Effective Time, (i) Dragoneer will be renamed “Cvent Holding Corp.”, and (ii) each share and equity award of Cvent outstanding as of immediately prior to the First Effective Time will be exchanged for shares of New Cvent Common Stock or comparable equity awards that are settled or are exercisable for shares of New Cvent Common Stock, as applicable, based on an implied Cvent equity value of $4,467,973,959. See “ Business Combination Proposal .”

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of each of the Business Combination Proposal, each of the Advisory Governing Documents Proposals, the Incentive Equity Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting, and each of the Domestication Proposal and the Proposed Charter and Bylaws Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting and vote at the extraordinary general meeting. Because the Domestication Proposal involves a vote to continue Dragoneer outside the jurisdiction of the Cayman Islands, holders of Class B ordinary shares will have ten votes per Class B ordinary share and holders of Class A ordinary shares will have one vote per Class A ordinary share for purposes of the Domestication Proposal. Holders of Class B ordinary shares and Class A ordinary shares will have one vote per share on all other proposals.

In connection with the Domestication, on the Closing Date prior to the First Effective Time: (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share, of Dragoneer will be converted into one share of common stock, par value $0.0001 per share, of New Cvent; (ii) the governing documents of Dragoneer will be amended and restated and become the certificate of incorporation and the bylaws of New Cvent as described in this proxy statement/prospectus/consent solicitation; and (iii) Dragoneer’s name will change to “Cvent Holding Corp.” Immediately prior to the First Effective Time, but following the Domestication, Dragoneer will issue the Forward Purchase Shares at a price of $10.00 per share on the terms and conditions set forth in the Forward Purchase Agreement and the Business Combination Agreement.

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “

What amendments will be made to the current constitutional documents of Dragoneer?

” below.

 

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THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION.

 

Q:	What proposals are shareholders of Dragoneer being asked to vote upon?

 

A:	At the extraordinary general meeting, Dragoneer is asking holders of its ordinary shares to consider and vote upon the following separate proposals:

 

•

a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Mergers, and the transactions contemplated thereby;

 

•

a proposal to approve by special resolution the Domestication;

 

•

the following five (5) separate proposals, on a non-binding advisory basis, to approve by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

 

•

to authorize the change in the authorized share capital of Dragoneer from US$22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 1,500,000,000 shares of New Cvent Common Stock and 1,000,000 shares of New Cvent Preferred Stock;

 

•

to authorize the New Cvent Board to issue any or all shares of New Cvent Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Cvent Board and as may be permitted by the Delaware General Corporation Law (the “ DGCL ”);

 

•

to provide that certain provisions of the certificate of incorporation of New Cvent are subject to the Investor Rights Agreement;

 

•

to authorize the removal of the ability of New Cvent stockholders to take action by written consent in lieu of a meeting; and

 

•

to amend and restate the Existing Governing Documents and authorize all other changes necessary or, as mutually agreed in good faith by Dragoneer and Cvent, desirable in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication;

 

•

a proposal to approve by ordinary resolution shares of New Cvent Common Stock in connection with the Business Combination, the Forward Purchase Agreement and the PIPE Financing in compliance with the Nasdaq Listing Rules;

 

•

a proposal to approve and adopt by ordinary resolution the 2021 Plan;

 

•

a proposal to approve and adopt by ordinary resolution the Employee Stock Purchase Plan; and

 

•

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

 

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