Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On July 23, 2021, Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company ("Dragoneer"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Dragoneer, Redwood Opportunity Merger Sub, Inc., a Delaware corporation ("Merger Sub I"), Redwood Merger Sub LLC, a Delaware limited liability company ("Merger Sub II"), and Papay Topco, Inc., a Delaware corporation ("Papay"), which is the owner of Cvent, Inc.

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Dragoneer and Papay.

The Business Combination

The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) Dragoneer will become a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) Dragoneer's name will be changed as determined by Papay in its sole discretion, and (B) each outstanding Class A ordinary share of Dragoneer and each outstanding Class B ordinary share of Dragoneer will become one share of common stock of Dragoneer (the "Dragoneer Common Stock"); and (ii) following the Domestication, (A) Merger Sub I will merge with and into Papay, with Papay as the surviving company in the merger (the "Surviving Company") and, after giving effect to such merger, continuing as a wholly owned subsidiary of Dragoneer (the "First Merger"), and (B) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Company will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of such merger (the "Second Merger" and, together with the First Merger, the "Mergers"). The Domestication, the Mergers and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination".

The Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by Dragoneer's shareholders and the fulfillment of other customary closing conditions.

Business Combination Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement, all outstanding shares, together with all outstanding equity awards, of Papay will be exchanged for shares of Dragoneer Common Stock or comparable equity awards that are settled or are exercisable for shares of Dragoneer Common Stock, as applicable, based on an implied Papay equity value of $4,467,973,959 plus the aggregate exercise price for all in-the-money Company Equity Awards (as defined in the Business Combination Agreement) issued and outstanding as of immediately prior to the First Effective Time (as defined in the Business Combination Agreement).

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. Dragoneer has also agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination, the Dragoneer board of directors shall consist of a number of directors and individuals determined by Vista Equity Partners Management, LLC ("Vista") and shall initially include, among others, the go-forward chief executive officer of the company. Dragoneer has agreed to take all actions required under that certain Forward Purchase Agreement, dated as of October 29, 2020, between Dragoneer and Dragoneer Funding II LLC, such that an aggregate of 5,000,000 Dragoneer Shares will be purchased for an aggregate purchase price of $50,000,000 by the counterparties thereto at, and subject only to, the closing of the Business Combination. In addition, Dragoneer has agreed to adopt an equity incentive plan and employee stock purchase plan, as described in the Business Combination Agreement.

Conditions to Each Party's Obligations

The obligation of Dragoneer and Papay to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of Dragoneer's shareholders, (iii) the approval of Papay's shareholders, (iv) Dragoneer having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the closing of the Business Combination, (v) the shares of Dragoneer common stock being listed on Nasdaq and Nasdaq having raised no objection to the continued listing of such shares and (vi) a minimum cash condition of $356,000,000 calculated in accordance with the terms set forth in the Business Combination Agreement being satisfied.





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The obligations of Dragoneer and Papay to consummate the Business Combination are also each subject to bring down conditions regarding representations, warranties and covenants of the other party and, in the case of Dragoneer, there having been no material adverse effect (as defined in the Business Combination Agreement) on Papay after the signing date. In addition, the obligation of Papay to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the existing certificate of incorporation of Dragoneer being amended and restated in the form attached to the Business Combination Agreement and (ii) the members of the Dragoneer board of directors determined in accordance with the Business Combination Agreement having been duly elected, and the officers determined in accordance with the Business Combination Agreement having been duly appointed.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Dragoneer and Papay, (ii) by Dragoneer if the representations and warranties of Papay are not true and correct or if Papay fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) termination by Papay if the representations and warranties of any Dragoneer Party (as defined in the Business Combination Agreement) are not true and correct or if any Dragoneer Party fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of Dragoneer Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure.

On July 23, 2021, Dragoneer and Papay issued a joint press release announcing the execution of the Business Combination Agreement described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. Notwithstanding the foregoing, information contained on the websites of Dragoneer, Papay or any of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report on Form 8-K.

On July 23, 2021, Dragoneer will hold an investor webcast to discuss the transactions. Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is a transcript of a pre-recorded version of the investor webcast that Dragoneer and Papay have prepared for use in connection with this webcast.

On July 23, 2021, Papay posted an investor presentation to its website. A copy of the investor presentation is attached hereto as Exhibit 99.3 and incorporated into this Item 7.01 by reference.

On July 23, 2021, Papay sent separate emails to its employees, hospitality cloud customers and event cloud customers. Copies of these emails are attached hereto as Exhibits 99.4, 99.5 and 99.6, respectively, and each incorporated into this Item 7.01 by reference.

On July 23, 2021, Papay sent guidance to its employees regarding employee communications. A copy of this guidance is attached hereto as Exhibit 99.7 and incorporated into this Item 7.01 by reference.

On July 23, 2021, Papay posted an announcement to its website regarding the business combination. A copy of this announcement is attached hereto as Exhibit 99.8 and incorporated into this Item 7.01 by reference.

Additional Information

In connection with the Business Combination, Dragoneer intends to file with the U.S. Securities and Exchange Commission's ("SEC") a Registration Statement on Form S-4 (the "Registration Statement"), which will include a preliminary prospectus and preliminary proxy statement. Dragoneer will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Dragoneer will send to its shareholders in connection with the Business Combination. The information to be filed by Dragoneer will contain substantially more information about Papay than is being furnished with this Current Report on Form 8-K and may contain information that an investor will consider important in making a decision regarding an investment in Dragoneer securities. INVESTORS AND SECURITY HOLDERS OF DRAGONEER ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER'S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SUCH SOLICITATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. The definitive proxy statement/final prospectus will be mailed to shareholders of Dragoneer as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, 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, Papay 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 MARCH 31, 2021, WHICH WAS FILED WITH THE SEC ON JUNE 21, 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 WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE BUSINESS COMBINATION WHEN AVAILABLE. 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 to be filed with the SEC by Dragoneer, which will include the proxy statement of Dragoneer for the Business Combination, and such information and names of Papay's directors and executive officers will also be in the Registration Statement to be filed with the SEC by Dragoneer, which will include the proxy statement of Dragoneer for the Business Combination.





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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 Papay, 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 Papay'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 Papay; the risk that the Business Combination disrupts current plans and operations of Dragoneer or Papay 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 on Form S-4 to be filed by Dragoneer with the SEC, those included under the header "Risk Factors" in the final 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 this Current Report on Form 8-K. 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 . . .

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number                                   Description

 2.1†         Business Combination Agreement, dated as of July 23, 2021, by and
            among Dragoneer Growth Opportunities Corp. II, Redwood Opportunity
            Merger Sub, Inc., Redwood Merger Sub LLC and Papay Topco, Inc.

10.1          Form of Sponsor Letter Agreement (included as Exhibit A to Exhibit
            2.1 hereto).

10.2          Form of Subscription Agreement (included as Exhibit B to Exhibit 2.1
            hereto).

10.3          Form of Amended and Restated Registration Rights Agreement (included
            as Exhibit C-1 to Exhibit 2.1 hereto).

10.4          Form of Investor Rights Agreement (included as Exhibit C-2 to
            Exhibit 2.1 hereto).

10.5          Form of Transaction Support Agreement (included as Exhibit D to
            Exhibit 2.1 hereto).

99.1          Joint Press Release, issued on July 23, 2021.

99.2          Transcript of Investor Webcast.

99.3          Investor Presentation.

99.4          Email to employees of Papay, sent on July 23, 2021.

99.5          Email to hospitality cloud customers of Papay, sent on July 23,
            2021.

99.6          Email to event cloud customers of Papay, sent on July 23, 2021.

99.7          Guidance sent to Papay Employees on July 23, 2021.

99.8          Website announcement posted to Papay's website on July 23, 2021.

† Certain of the exhibits and schedules to this exhibit have been omitted in


  accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
  supplementally a copy of all omitted exhibits and schedules to the SEC upon its
  request.




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