Item 7.01 Regulation FD Disclosure.
On September 8, 2022, Cvent Holding Corp. (the "Company" or "Cvent")
participated in a non-deal roadshow. In response to a question regarding 2023
consensus expectations around adjusted EBITDA margin, the Company
unintentionally referred to the expected adjusted EBITDA margin for 2021 through
2023 disclosed in the registration statement on Form S-4 (the "S-4") filed in
2021 with the Securities and Exchange Commission (the "SEC"), and stated that it
expects average adjusted EBITDA margin expansion to be approximately 50 to 100
basis points annually in the short term. The Company also stated that it has not
provided, and is not providing, guidance for 2023, and that the Company is not
reaffirming the projections included in the S-4.
The information in Item 7.01 of this Current Report on Form 8-K (the "Current
Report") is intended to be furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless
of any general incorporation language in such filing, except as shall be
expressly set forth by specific reference in such a filing.
The information furnished pursuant to this Item 7.01 contains "forward-looking
statements" within the meaning of the safe harbor provisions of the federal
securities laws. Certain statements in this Current Report may contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve substantial risks and uncertainties.
These statements can be identified by the fact that they do not relate strictly
to historical or current facts, and you can often identify these forward-looking
statements by the use of forward-looking words such as "outlook," "believes,"
"expects," "potential," "continues," "may," "will," "should," "could," "seeks,"
"approximately," "predicts," "intends," "plans," "estimates," "anticipates,"
"target," "projects," "forecasts," "shall," "contemplates" or the negative
version of those words or other comparable words. Any forward-looking statements
contained in this Current Report are based upon Cvent's historical performance
and on its current plans, operating budgets, estimates and expectations in light
of information currently available to us. The inclusion of this forward-looking
information should not be regarded as a representation by Cvent that the future
plans, estimates or expectations contemplated by Cvent will be achieved. Such
forward-looking statements are subject to various risks, uncertainties,
assumptions and factors that could cause actual results to differ materially
from those anticipated, including, but not limited to: the risk that trends
stated or implied by this Current Report cannot or will not be sustained at the
current pace or may fluctuate, including trends and expectations related to
revenue, revenue growth, net loss, Adjusted EBITDA, Adjusted EBITDA margin,
Adjusted Free Cash Flow, gross profit, gross margin, expenses, net dollar
retention rate, deferred revenue, the COVID-19 pandemic, customer demand, the
return to in-person events, demand for an integrated platform, and macroeconomic
conditions; the risk that the current trends and market dynamics, combined with
the Company's diversified offering, do not ultimately result in a stronger
marketplace position; the risk that Adjusted EBITDA margin expansion for the
next two to three years will not be as stated in this Current Report; the impact
of the current COVID-19 pandemic on customer's demand for Cvent's products and
services, Cvent's operations, financial results and on Cvent's virtual, hybrid
and in-person offerings, each of which has been and may continue to be impacted
differently by COVID-19; Cvent's ability to retain and upsell current customers
and attract and retain new customers; Cvent's ability to maintain and expand
relationships with hotels and venues; the reliability of third-party and
internally generated data and assumptions relating to market opportunity and
forecasts of market growth; the competitiveness of the market in which Cvent
operates and Cvent's ability to maintain its market position; Cvent's ability to
attract and retain key employees, including its senior management team; 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 sell additional solutions to its
customers and effectively engage with its customer base; Cvent's ability to
manage its costs and growth effectively; the impact of declines, disruptions or
changes in the demand for events and meetings; 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; global economic, geopolitical and market conditions; the
effect of COVID-19 on the foregoing; and other factors beyond Cvent's control.
The Company derives many of its forward-looking statements from its operating
budgets and forecasts, which are based on many detailed assumptions. While the
Company believes that its assumptions are reasonable, the Company cautions that
it is very difficult to predict the impact of known factors, and it is
impossible for the Company to anticipate all factors that could affect its
actual results. All written and oral forward-looking statements attributable to
the Company, or persons acting on the Company's behalf, are expressly qualified
in their entirety by these cautionary statements as well as other cautionary
statements that are made from time to time in its other SEC filings and public
communications, including its most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, including in the "Risk Factors" section of those
filings. Actual results may differ materially. Investors should evaluate all
forward-looking statements in the context of these risks and uncertainties.
The forward-looking statements included herein are made only as of the date
hereof, based on current estimates, expectations, observations and trends. The
Company undertakes no obligation to update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as
otherwise required by law.
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