Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 7, 2021, Dragoneer Growth Opportunities Corp. II, a Cayman Islands
exempted company ("Dragoneer"), held an extraordinary general meeting of
shareholders (the "EGM"). At the EGM, a total of 23,426,429 (82.6%) shares of
Dragoneer's issued and outstanding ordinary shares held of record as of
October 29, 2021, the record date for the EGM, were present either in person or
by proxy, which constituted a quorum for the transaction of business.
Dragoneer's shareholders voted on the following proposals at the EGM, which are
defined and described in more detail in the definitive proxy
statement/prospectus/consent solicitation of Dragoneer, which was filed with the
Securities and Exchange Commission (the "SEC") on November 12, 2021 (the "Proxy
Statement/Prospectus/Consent Solicitation"). The shareholders approved each of
the proposals listed below.
The final vote tabulation for each proposal is set forth below.
(1) Proposal No. 1 - The Business Combination Proposal
Votes For Votes Against Abstentions Broker Non-Votes
20,689,288 1,031,481 1,705,660 -
(2) Proposal No. 2 - The Domestication Proposal
Votes For Votes Against Abstentions Broker Non-Votes
82,789,288 1,031,481 1,705,660 -
(3) Proposal No. 3 - The Proposed Charter and Bylaws Proposal
Votes For Votes Against Abstentions Broker Non-Votes
20,689,187 1,031,481 1,705,761 -
(4) Proposal No. 4A - Advisory Governing Documents Proposal A
Votes For Votes Against Abstentions Broker Non-Votes
20,478,060 1,242,679 1,705,690 -
(5) Proposal No. 4B - Advisory Governing Documents Proposal B
Votes For Votes Against Abstentions Broker Non-Votes
18,762,069 2,958,561 1,705,799 -
(6) Proposal No. 4C - Advisory Governing Documents Proposal C
Votes For Votes Against Abstentions Broker Non-Votes
20,538,093 1,181,568 1,706,768 -
(7) Proposal No. 4D - Advisory Governing Documents Proposal D
Votes For Votes Against Abstentions Broker Non-Votes
20,447,929 1,272,809 1,705,691 -
(8) Proposal No. 4E - Advisory Governing Documents Proposal E
Votes For Votes Against Abstentions Broker Non-Votes
19,278,636 2,441,699 1,706,094 -
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(9) Proposal No. 5 - The Nasdaq Proposal
Votes For Votes Against Abstentions Broker Non-Votes
20,689,188 1,031,581 1,705,660 -
(10) Proposal No. 6 - The Incentive Equity Plan Proposal
Votes For Votes Against Abstentions Broker Non-Votes
19,830,583 1,888,984 1,706,862 -
(11) Proposal No. 7 - The ESPP Proposal
Votes For Votes Against Abstentions Broker Non-Votes
19,342,087 2,377,681 1,706,661 -
(12) Proposal No. 8 - The Adjournment Proposal
As there were sufficient votes to approve the above proposals, the "Adjournment
Proposal" described in the Proxy Statement/Prospectus/Consent Solicitation was
not presented to shareholders.
Based on the results of the EGM, and subject to the satisfaction or waiver of
certain other closing conditions as described in the Proxy
Statement/Prospectus/Consent Solicitation, the transactions (the "Transactions")
contemplated by that certain Business Combination Agreement, dated as of
July 23, 2021 (as 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, Redwood Merger Sub LLC, a
Delaware limited liability company, and Papay Topco, Inc., a Delaware
corporation ("Cvent"), including the Domestication and the Mergers (as such
terms are defined in the Proxy Statement/Prospectus/Consent Solicitation) (the
Domestication and the Mergers together with the other transactions contemplated
by the Business Combination Agreement, collectively, the "Business
Combination"), are expected to be consummated on December 8, 2021. Following the
consummation of the Transactions, the common stock of New Cvent (as such term is
defined in the Proxy Statement/Prospectus/Consent Solicitation) are expected to
begin trading on The Nasdaq Global Select Market under the symbol "CVT" on
December 9, 2021.
Item 7.01 Regulation FD Disclosure.
In connection with the Business Combination, holders of 23,313,333 shares of
Dragoneer's Class A ordinary shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.00 per share, for an
aggregate redemption amount of $233,133,330.00.
Item 8.01 Other Events.
On December 7, 2021, the Company issued a press release announcing the results
of the EGM. A copy of the press release is included as Exhibit 99.1 to this
Current Report and incorporated herein by reference.
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
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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
(as such terms are defined in the Proxy Statement/Prospectus/Consent
Solicitation), 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
New Cvent 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated December 7, 2021
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