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. II (the "Company")
issued an unsecured promissory note (the "Note") in the principal amount of
$2,000,000 to Dragoneer Growth Opportunities Holdings II (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 Class A
Ordinary shares of the Company, at a price of $10.00 per share (the "Shares").
The terms of the Shares will be identical to the terms of the shares 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. II to Dragoneer Growth Opportunities Holdings II
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