Cayman Islands* |
6770 |
98-1560055 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Thomas Holden Ropes & Gray LLP Three Embarcadero Center San Francisco, California 94111 Tel: (415) 315-2355 Fax: (415) 315-4823 |
Lawrence Samuelson Senior Vice President, General Counsel & Corporate Secretary Cvent, Inc. 1765 Greensboro Station Place, 7 th FloorTysons, VA 22102 |
Robert M. Hayward, P.C. Robert E. Goedert, P.C. Kevin Frank Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 |
Large accelerated filer |
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Accelerated filer |
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Non-accelerated file r |
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Smaller reporting company |
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Emerging growth company |
Title of Each Class of Securities to be Registered |
Amount to be Registered(2) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | ||||
New Cvent Common Stock(1) |
487,249,396 |
$9.96(3) |
$4,853,003,984.16 |
$529,462.73(4) | ||||
(1) |
The number of shares of common stock of New Cvent (as defined below) being registered represents (i) 27,600,000 Class A ordinary shares issued in Dragoneer’s (as defined below) initial public offering, (ii) 5,000,000 Class A ordinary shares underlying the forward purchase shares to be issued immediately prior to the First Effective Time (as defined below), but following the Domestication (as defined below); (iii) 6,900,000 Class B ordinary shares held by the initial shareholders; (iv) 752,000 private placement shares held by Sponsor (as defined below); (v) 200,000 shares of common stock of New Cvent that will be issued upon conversion of the principal amount of a working capital loan provided to Dragoneer by Sponsor; and (vi) up to 446,797,396 shares of common stock of New Cvent (the “ New Cvent Common Stock ”) that will be issued to the equityholders of Cvent in connection with the Business Combination (including shares of New Cvent Common Stock underlying New Cvent options to be issued at Closing (as defined below) to current optionholders of Cvent) described in the proxy statement/prospectus/consent solicitation forming part of this registration statement (the “proxy statement/prospectus/consent solicitation ”). |
(2) |
Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “ Securities Act ”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) |
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Dragoneer on the Nasdaq Global Select Market (“ Nasdaq ”) on September 24, 2021 ($9.96 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. |
(4) |
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091. |
* |
Immediately prior to the consummation of the Business Combination, Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (“ Dragoneer ”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Part XII of the Delaware General Corporation Law, pursuant to which Dragoneer’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication ”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Cvent Holding Corp.” upon the consummation of the Domestication. As used herein, “New Cvent” refers to Dragoneer after giving effect to the Domestication. |
(a) | On the Closing Date, prior to the time at which the First Effective Time occurs, Dragoneer will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “ Domestication ”), upon which Dragoneer will change its name to “Cvent Holding Corp.” (“New Cvent ”) (for further details, see “Proposal No. 2—The Domestication Proposal |
(b) | Merger Sub I will merge with and into Cvent (the “ First Merger ”), with Cvent as the surviving company in the First Merger and, after giving effect to such First Merger, Cvent will be a wholly-owned subsidiary of Dragoneer (Cvent, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “Surviving Company ”). |
(c) | 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 (the “ Second Merger ”), with Merger Sub II as the surviving company in the Second Merger and, after giving effect to such Second Merger, Merger Sub II will be a wholly-owned subsidiary of Dragoneer. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the First Effective Time, each share and equity award of Cvent issued and 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. |
• | Proposal No. 1—The Business Combination Proposal RESOLVED 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 (“Cvent ”), a copy of which is attached to the proxy statement/prospectus/consent solicitation as Annex A, pursuant to which, among other things, following the de-registration of Dragoneer as an exempted company in the Cayman Islands and the continuation and domestication of Dragoneer as a corporation in the State of Delaware with the name “Cvent Holding Corp.”, (a) Merger Sub I will merge with and into Cvent (the “First Merger ”), with Cvent as the surviving company in the First Merger and, after giving effect to such First Merger, Cvent will be a wholly-owned subsidiary of Dragoneer (Cvent, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “Surviving Company ”), (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 (the “Second Merger ” and, together with the First Merger, the “Mergers ”), with Merger Sub II as the surviving entity of the Second Merger and (c) at the First Effective Time, 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, on the terms and subject to the conditions set forth in the Business Combination Agreement, certain related agreements (including the Subscription Agreements, the Cvent Shareholder Transaction Support Agreements, the Sponsor Letter Agreement, the Amended and Restated Registration Rights Agreement and the Investor Rights Agreement, each in the form attached to the proxy statement/prospectus/consent solicitation as Annex E, Annex F, Annex G, Annex H and Annex I, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects. |
• | Proposal No. 2—The Domestication Proposal RESOLVED |
• | Proposal No 3—The Proposed Charter and Bylaws Proposal—RESOLVED |
• | Advisory Governing Documents Proposals Existing Governing Documents ”) and the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus/consent solicitation as Annex C (the “Proposed Certificate of Incorporation ”) and the proposed new bylaws, a copy of which is attached to the proxy statement/prospectus/consent solicitation as Annex D (the “Proposed Bylaws ”) of “Cvent Holding Corp.” upon the Domestication (such proposals, collectively, the “Advisory Governing Documents Proposals ”): |
• | Proposal No. 4A—Advisory Governing Documents Proposal A—RESOLVED New Cvent Preferred Stock ”) be approved. |
• | Proposal No. 4B—Advisory Governing Documents Proposal B—RESOLVED , |
• | Proposal No. 4C—Advisory Governing Documents Proposal C—RESOLVED , |
• | Proposal No. 4D—Advisory Governing Documents Proposal D—RESOLVED , |
• | Proposal No. 4E—Advisory Governing Documents Proposal E—RESOLVED, |
• | Proposal No. 5—The Nasdaq Proposal RESOLVED |
• | Proposal No. 6—The Incentive Equity Plan Proposal RESOLVED |
• | Proposal No. 7—The ESPP Proposal RESOLVED |
• | Proposal No. 8—The Adjournment Proposal RESOLVED |
(i) | hold public shares; |
(ii) | submit a written request to Continental, Dragoneer’s transfer agent, in which you (i) request that New Cvent redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver share certificates (if any) and other redemption forms (as applicable) to Continental, Dragoneer’s transfer agent, physically or electronically through The Depository Trust Company. |
By Order of the Board of Directors of Papay Topco, Inc., |
Rajeev K. Aggarwal |
Chief Executive Officer and Director |
[●], 2021 |
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F-1 |
• | “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,” |
• | “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; |
• | “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; |
• | “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. |
• | 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. |
• | 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; |
• | 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 |
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 |
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 |
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. |
Q: |
Are the proposals conditioned on one another? |
A: | Each of the Business Combination Proposal, the Domestication Proposal, the Proposed Charter and Bylaws Proposal, the Nasdaq Proposal and the Incentive Equity Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against will have no impact on the provisions of the new certificate of incorporation or new bylaws of New Cvent. Neither the Adjournment Proposal nor the ESPP Proposal is conditioned on any other proposal. |
Q: |
Why is Dragoneer proposing the Business Combination? |
A: | Dragoneer is a blank check company incorporated on September 25, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Dragoneer may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating the initial business combination, Dragoneer has focused on the software industry. Dragoneer is not permitted under its Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. |
Q: |
Did the Dragoneer Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A: | No. The Dragoneer Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination, nor did it engage a financial advisor. However, Dragoneer’s management, the members of the Dragoneer Board and the other representatives of Dragoneer have substantial experience in evaluating the operating and financial merits of companies similar to Cvent and reviewed certain financial information of Cvent and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of Dragoneer’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Dragoneer Board in valuing Cvent’s business and assuming the risk that the Dragoneer Board may not have properly valued such business. |
Q: |
What will Cvent’s equityholders receive in return for the Business Combination with Dragoneer? |
A: | On the date of Closing, promptly following the consummation of the Domestication, Merger Sub I will merge with and into Cvent (the “ First Merger ”), with Cvent as the surviving company in the First Merger and, after giving effect to such First Merger, Cvent will be a wholly-owned subsidiary of Dragoneer, and immediately following the First Merger and as part of the same overall transaction as the First Merger, Cvent as the surviving company of the First Merger will merge with and into Merger Sub II (the “Second Merger ”), with Merger Sub II as the surviving company in the Second Merger and, after giving effect to such Second Merger, Merger Sub II will be a wholly-owned subsidiary of Dragoneer. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the First Effective Time, 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. |
Q: |
How was the implied Cvent equity value of $4,467,973,959 determined? |
A: | The implied Cvent equity value of $4,467,973,959 was determined based on an implied pro forma enterprise value of New Cvent of approximately $5,345,493,959, including the anticipated $475 million PIPE Financing. As shown in the table below, the enterprise value was reduced by debt of approximately |
$200,000,000 and increased by estimated pro forma cash of approximately $245,493,959, which yields an equity value of approximately $5,345,493,959. The implied equity value of Cvent of $4,467,973,959 represents the portion of the $877,520,000 pro forma equity value attributable to existing Cvent equityholders after taking into account 27,600,000 Class A ordinary shares held by existing Dragoneer shareholders, 5,000,000 shares to be issued pursuant to the Forward Purchase Agreement and the Business Combination Agreement, 47,500,000 shares to be issued in the PIPE Financing and 900,000 Class B ordinary shares held by the Sponsor that will not be subject to forfeiture following the consummation of the Business Combination. |
(amounts in millions, except per share amount) | ||||
Enterprise Value |
$ | 5,300 | ||
Less: Debt |
$ | 200 | ||
Plus: Cash |
$ | 245 | ||
Equity Value |
$ | 5,345 | ||
Price Per Share |
$ | 10.00 | ||
Shares Outstanding |
||||
Less: Class A Ordinary Shares |
27,600,000 | |||
Less: Class A Private Placement Shares |
752,000 | |||
Less: Class B Ordinary Shares Not Subject to Forfeiture |
6,900,000 | |||
Less: Forward Purchase Agreement Shares |
5,000,000 | |||
Less: PIPE Financing Shares |
47,500,000 | |||
Equity to Existing Cvent Equityholders |
446,797,396 |
Q: |
How will the combined company be managed following the Business Combination? |
A: | Following the Closing, it is expected that the New Cvent Board will consist of individuals designated by Vista, the individual who will serve as New Cvent’s Chief Executive Officer (who shall be the Chief Executive Officer of Cvent as of immediately prior to the Mergers), and an individual who is “independent” and eligible under the listing rules of Nasdaq to serve on the New Cvent Board’s audit committee or one non-voting board observer. Please see the section entitled “ Management of New Cvent Following the Business Combination |
Q: |
What equity stake will current Dragoneer shareholders and current equityholders of Cvent hold in New Cvent immediately after the consummation of the Business Combination? |
A: | As of the date of this proxy statement/prospectus/consent solicitation, there are (i) 27,600,000 Class A ordinary shares outstanding issued in Dragoneer’s initial public offering, and (ii) 6,900,000 Class B ordinary shares outstanding held by Dragoneer’s Initial Shareholders. As of the date of this proxy statement/prospectus/consent solicitation, there is outstanding 752,000 private placement shares held by the Sponsor. The Sponsor intends to elect to have the $2,000,000 balance of a working capital loan provided to Dragoneer converted, in whole or in part, upon the consummation of the Business Combination, into Class A ordinary shares substantially identical to the private placements shares, at a price of $10.00 per share. Therefore, as of the date of this proxy statement/prospectus/consent solicitation (without giving effect to the Business Combination, the PIPE Financing or the conversion of the working capital loan into shares and assuming that none of Dragoneer’s outstanding public shares are redeemed in connection with the Business Combination), Dragoneer’s fully-diluted share capital would be 35,252,000 ordinary shares. |
Assuming No Redemptions (Shares) |
% |
Assuming 50% Redemptions (Shares) |
% |
Assuming Maximum Redemptions (Shares) |
% |
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Cvent Stockholders |
416,351,853 | 77.9 | % | 416,351,853 | 79.9 | % | 416,351,853 | 82.1 | % | |||||||||||||||
Cvent options (1) |
30,445,543 | 5.7 | % | 30,445,543 | 5.8 | % | 30,445,543 | 6.0 | % | |||||||||||||||
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Total shares issued in Business Combination |
446,797,396 |
83.6 |
% |
446,797,396 |
85.8 |
% |
446,797,396 |
88.1 |
% | |||||||||||||||
Dragoneer’s public stockholders |
27,600,000 | 5.2 | % | 13,800,000 | 2.6 | % | — | 0.0 | % | |||||||||||||||
Sponsor (2) |
7,852,000 | 1.5 | % | 7,852,000 | 1.5 | % | 7,852,000 | 1.5 | % | |||||||||||||||
PIPE Investors (3) |
52,500,000 | 9.8 | % | 52,500,000 | 10.1 | % | 52,500,000 | 10.4 | % | |||||||||||||||
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Pro Forma Common Stock |
534,749,396 |
100.0 |
% |
520,949,396 |
100 |
% |
507,149,396 |
100.0 |
% | |||||||||||||||
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(1) | Represents shares underlying Cvent options calculated on a net exercise basis, which represents an aggregate 51,764,924 outstanding Cvent options less implied share buybacks of approximately 21,319,381. |
(2) | Includes 6,900,000 Class B ordinary shares held by the Initial Shareholders, 752,000 private placement shares held by the Sponsor and 200,000 Class A ordinary shares to be received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination. |
(3) | Includes 47,500,000 shares of New Cvent Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares to be purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
Q: |
Why is Dragoneer proposing the Domestication? |
A: | Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of Dragoneer and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “ Domestication Proposal—Reasons for the Domestication |
Q: |
What amendments will be made to the current constitutional documents of Dragoneer? |
A: | The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Dragoneer’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace Dragoneer’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects: |
Existing Governing Documents |
Proposed Governing Documents | |||
Authorized Shares |
The share capital under the Existing Governing Documents is US$22,100 divided into 200,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share. See paragraph 5 of the Memorandum of Association. |
The Proposed Governing Documents authorize 1,500,000,000 shares of New Cvent Common Stock and 1,000,000 shares of New Cvent Preferred Stock. See Article IV of the Proposed Certificate of Incorporation. |
Existing Governing Documents |
Proposed Governing Documents | |||
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent |
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with par value US$0.0001 per share and with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. See paragraph 5 of the Memorandum of Association and Article 3 of the Articles of Association. |
The Proposed Governing Documents authorize the board of directors to issue all or any shares of New Cvent Preferred Stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the board of directors may determine. See Article IV subsection B of the Proposed Certificate of Incorporation. | ||
Investor Rights Agreement Governing Documents Proposal C |
The Existing Governing Documents are not subject to any director composition agreement. | The Proposed Governing Documents provide that certain provisions therein are subject to the Investor Rights Agreement. See Article IV subsection 3, Article V subsections 1 and 3, Article VII subsections 1, 2, 3, and Article XIV of the Proposed Certificate of Incorporation. | ||
Shareholder/Stockholder Written Consent In Lieu of a Meeting Governing Documents Proposal D |
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. See Articles 18, 22 and 31of our Articles of Association. |
The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting. See Article VIII subsection 1 of the Proposed Certificate of Incorporation. | ||
Corporate Name Governing Documents Proposal E |
The Existing Governing Documents provide the name of the company is “Dragoneer Growth Opportunities Corp. II” See paragraph 1 of our Memorandum of Association. |
The Proposed Governing Documents will provide that the name of the corporation will be “Cvent Holding Corp.” See Article I of the Proposed Certificate of Incorporation. |
Existing Governing Documents |
Proposed Governing Documents | |||
Perpetual Existence Governing Documents Proposal E |
The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by February 19, 2023 (twenty-seven months after the closing of Dragoneer’s initial public offering, provided that Dragoneer has executed a definitive agreement for a Business Combination by November 19, 2022 but has not completed a Business Combination by November 19, 2022), Dragoneer will cease all operations except for the purposes of winding up and will redeem the shares issued in Dragoneer’s initial public offering and liquidate its trust account. See Article 49 of our Articles of Association. |
The Proposed Governing Documents do not include any provisions relating to New Cvent’s ongoing existence; the default under the DGCL will make New Cvent’s existence perpetual. This is the default rule under the DGCL | ||
Exclusive Forum Governing Documents Proposal E |
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States District Court for the District of Delaware as the exclusive forum for litigation arising out of the Securities Act. See Article XIII of the Proposed Bylaws. | ||
Takeovers by Interested Stockholders ( Governing Documents Proposal E |
The Existing Governing Documents do not provide restrictions on takeovers of Dragoneer by a related shareholder following a business combination. | The Proposed Governing Documents will have New Cvent elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders. See Article X of the Proposed Certificate of Incorporation. | ||
Provisions Related to Status as Blank Check Company (Advisory Governing Documents Proposal E |
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 49 of our Articles of Association. |
The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. |
Q: |
How will the Domestication affect my ordinary shares? |
A: | In connection with the Domestication, on the Closing Date prior to the First Effective Time, but following the Domestication: (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. |
Q: |
What are the U.S. federal income tax consequences of the Domestication? |
A: | As discussed more fully under “ U.S. Federal Income Tax Considerations Code ”). However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Dragoneer, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F), U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders |
• | a U.S. Holder whose public shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of Dragoneer’s earnings in income; |
• | a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally will recognize gain (but not loss) on the exchange of public shares for shares of New Cvent Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and |
• | a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its public shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (participation exemption). |
Q: |
Do I have redemption rights? |
A: | If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus/consent solicitation. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal How do I exercise my redemption rights? |
Q: |
How do I exercise my redemption rights? |
A: | In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, Dragoneer’s public shareholders may request that Dragoneer redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must: |
(i) | hold public shares; |
(ii) | submit a written request to Continental, Dragoneer’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“ DTC ”). |
Q: |
What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: | We expect that a U.S. Holder (as defined in “ U.S. Federal Income Tax Considerations—U.S. Holders U.S. Federal Income Tax Considerations. |
Q: |
What happens to the funds deposited in the trust account after consummation of the Business Combination? |
A: | Following the closing of our initial public offering, an amount equal to $276,000,000 ($10.00 per share) of the net proceeds from our initial public offering was placed in the trust account. As of June 30, 2021, assets held in the trust account totaled $276,008,777 and were held in money market funds, which are invested primarily in U.S. treasury securities. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to |
complete a business combination by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law. |
Q: |
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A: | Our public shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders. |
Q: |
What conditions must be satisfied to complete the Business Combination? |
A: | The consummation of the Business Combination is conditioned upon, among other things, (i) the applicable waiting period under the HSR Act relating to the transactions contemplated by the Business Combination Agreement having expired or been terminated; (ii) no judicial or governmental order, prohibition or other legal restraint preventing the consummation of the transactions contemplated by the Business Combination Agreement; (iii) this Registration Statement on Form S-4 having become effective; (iv) the shareholders of Dragoneer and Cvent having consented to the Business Combination Agreement and consummation of the transactions contemplated therein; (v) 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 Forward Purchase Agreement and the PIPE Financing; (vi) 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 Cvent Common Stock; and (vii) 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. The minimum cash amount shall be calculated without reduction for any payments in respect of debt repayments, transaction fees and expenses. Therefore, unless these conditions 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. |
Q: |
When do you expect the Business Combination to be completed? |
A: | It is currently expected that the Business Combination will be consummated in the fourth quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to Dragoneer shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if |
the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates, if necessary (i) to solicit additional proxies for the purpose of obtaining approval by the Dragoneer shareholders for each of the proposals necessary to consummate the Business Combination Agreement (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Dragoneer has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Class A ordinary shareholders prior to the extraordinary general meeting or (iv) if the holders of holders of the Class A ordinary shares have elected to redeem a number of Class A ordinary shares as of such time that would reasonably be expected to result in the conditions required for the Closing of the Business Combination Agreement not to be satisfied; provided that, without the consent of Cvent, in no event shall the extraordinary general meeting of shareholders be adjourned on more than two (2) occasions or for more than fifteen (15) business days later than the most recently adjourned meeting or to a date that is beyond the termination date of the Business Combination Agreement. For a description of the conditions for the completion of the Business Combination, see “ Business Combination Proposal—Conditions to Closing of the Business Combination |
Q: |
What happens if the Business Combination is not consummated? |
A: | Dragoneer will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Dragoneer is not able to consummate the Business Combination with Cvent nor able to complete another business combination by February 19, 2023, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws. |
Q: |
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication? |
A: | Dragoneer shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL. |
Q: |
What do I need to do now? |
A: | You should read this proxy statement/prospectus/consent solicitation, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation and on the enclosed proxy card. |
Q: |
How do I vote? |
A: | If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on [●], 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to Dragoneer shareholders that hold their shares in registered form and are registered as shareholders in Dragoneer’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting. |
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus/consent solicitation may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. |
Q: |
When and where will the extraordinary general meeting be held? |
A: | The extraordinary general meeting will be held at [●], Eastern Time, on [●], 2021, at [●], or virtually live via webcast at [●], or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. |
Q: |
How will the COVID-19 pandemic impact in-person voting at the General Meeting? |
A: | We intend to hold the extraordinary general meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at [●], and we encourage you to check this website prior to the meeting if you plan to attend. |
Q: |
What impact will the COVID-19 Pandemic have on the Business Combination? |
A: | Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of Dragoneer and Cvent, and there is no guarantee that efforts by Dragoneer and Cvent to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If Dragoneer or Cvent are unable to recover from a business disruption on a timely basis, the Business Combination and New Cvent’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of Dragoneer and Cvent may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations. |
Q: |
Who is entitled to vote at the extraordinary general meeting? |
A: | We have fixed [●], 2021 as the record date for the extraordinary general meeting. If you were a shareholder of Dragoneer at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he, she or they is present in person or is represented by proxy at the extraordinary general meeting. |
Q: |
How many votes do I have? |
A: | With the exception of our Initial Shareholders, who are entitled to ten votes for each Class B ordinary share they hold for purposes of voting on the Domestication Proposal, Dragoneer shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 27,600,000 Class A ordinary shares issued and outstanding and 6,900,000 Class B ordinary shares issued and outstanding, all of which are held by the Initial Shareholders. |
Q: |
What constitutes a quorum? |
A: | A quorum of Dragoneer shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 17,626,001 ordinary shares (or, excluding the ordinary shares held by the Initial Shareholders, 13,800,001 ordinary shares) would be required to achieve a quorum for each proposal contained in this proxy statement, except as to the Domestication Proposal, wherein representation of the Initial Shareholders alone will be sufficient for a quorum. |
Q: |
What vote is required to approve each proposal at the extraordinary general meeting? |
A: | The following votes are required for each proposal at the extraordinary general meeting: |
(i) | Business Combination Proposal: |
(ii) | Domestication Proposal: |
(iii) | Proposed Charter and Bylaws Proposal |
(iv) | Advisory Governing Documents Proposals: |
(v) | Nasdaq Proposal: |
(vi) | Incentive Equity Plan Proposal: |
(vii) | ESPP Proposal |
(viii) | Adjournment Proposal: |
Q: |
What are the recommendations of the Dragoneer Board? |
A: | The Dragoneer Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Dragoneer and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Proposed Charter and Bylaws Proposal, “FOR” each of the separate Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. |
Q: |
How do Sponsor and the other Initial Shareholders intend to vote their shares? |
A: | Unlike some other blank check companies in which the Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Initial Shareholders have agreed to vote all of their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus/consent solicitation, our Initial Shareholders own approximately 21.7% of the issued and outstanding ordinary shares. |
Q: |
What happens if I sell my Dragoneer ordinary shares before the extraordinary general meeting? |
A: | The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting. |
Q: |
May I change my vote after I have mailed my signed proxy card? |
A: | Yes. Shareholders may send a later-dated, signed proxy card to our general counsel at our address set forth below so that it is received by our general counsel prior to the vote at the extraordinary general meeting (which is scheduled to take place on [●], 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our general counsel, which must be received by our general counsel prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote. |
Q: |
What happens if I fail to take any action with respect to the extraordinary general meeting? |
A: | If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder of New Cvent. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of Dragoneer. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination. |
Q: |
What should I do if I receive more than one set of voting materials? |
A: | Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares. |
Q: |
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting? |
A: | Dragoneer will pay the cost of soliciting proxies for the extraordinary general meeting. Dragoneer has engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. Dragoneer has agreed to pay Morrow Sodali a fee of $35,000, plus disbursements, and will reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Dragoneer will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Dragoneer’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. |
Q: |
Where can I find the voting results of the extraordinary general meeting? |
A: | The preliminary voting results will be announced at the extraordinary general meeting. Dragoneer will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting. |
Q: |
Who can help answer my questions? |
A: | If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus/consent solicitation or the enclosed proxy card you should contact: |
Q: |
Why am I receiving this proxy statement/prospectus/consent solicitation statement? |
A: | The Cvent Stockholders are being asked to (i) adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination and (ii) approve, on a non-binding advisory basis, each of the amendments described in Proposal Nos. 3-7 of this proxy statement/prospectus/consent solicitation statement by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement. As a result of the Business Combination, Dragoneer will acquire Cvent. Subject to the terms of the Business Combination Agreement, holders of Cvent equity interests (and convertible securities) will be entitled to receive shares of New Cvent Common Stock at a deemed value of $10.00 per share as consideration following the Mergers. For more information about the consideration payable to the holders of Cvent equity interests, please see the section titled “ Business Combination Proposal— Consideration to Cvent Equityholders in the Business Combination |
Q: |
Who is entitled to act by written consent? |
A: | The Cvent Stockholders of record holding shares of Cvent common stock at the close of business on the record date of [●], 2021 (the “ Cvent Record Date ”), will be notified of and be entitled to execute and deliver a written consent with respect to the written consent distributed with this proxy statement/prospectus/consent solicitation statement. |
Q: |
How can I give my consent? |
A: | The Cvent Stockholders may give their consent by completing, dating and signing the written consent distributed with this proxy statement/prospectus/consent solicitation statement. The Cvent Stockholders may either electronically sign the written consent sent by Cvent to each Cvent Stockholder’s electronic address on record at Cvent or manually sign and email a scanned copy of the Cvent Stockholder’s signature page to Cvent’s legal team at the following email address: legal@cvent.com. |
Q: |
What is the deadline for returning my consent? |
A: | The targeted final date for the receipt of written consents (the “ target date ”) is currently [●] p.m., Eastern Time, on [●], 2021. Cvent reserves the right to extend the final date for the receipt of written consents beyond the target date. Any such extension may be made without notice to Cvent Stockholders. The delivery of the written consent by each of the Cvent Supporting Shareholders pursuant to the Cvent Shareholder Transaction Support Agreements will be sufficient to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. |
Q: |
What approval is required to adopt the Business Combination Agreement? |
A: | In order to consummate the Business Combination, Cvent holders of a majority of the outstanding shares of Cvent common stock (the “ Cvent Requisite Approval ”) must adopt the Business Combination Agreement. |
The Cvent Requisite Approval is the only vote of the holders of capital stock of Cvent required to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. |
Q: |
Can I dissent and require appraisal of my Cvent stock? |
A: | If you are a Cvent Stockholder who does not deliver a written consent adopting the Business Combination Agreement and approving the transactions contemplated thereby, including the Business Combination, you will, if you comply with Section 262 of the DGCL, be entitled to appraisal rights. The full text of Section 262 of the DGCL is attached as Annex M to this proxy statement/prospectus/consent solicitation statement. Failure to follow any of the statutory procedures set forth in Annex M will result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, you send a written demand for appraisal to Cvent after receiving a notice that appraisal rights are available to you, which notice will be sent to non-consenting Cvent Stockholders in the future. This proxy statement/prospectus/consent solicitation statement is not intended to constitute such a notice. Do not send in your demand before the date of such notice because a demand for appraisal made prior to the date of giving of such notice may not be effective to perfect your rights. For more information, see the section titled “ Appraisal Rights |
Q: |
Who should I contact if I have any questions about the consent solicitation? |
A: | If you have any questions about the Business Combination or how to execute your written consent electronically or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent, you should contact the Cvent team at the following email address: legal@cvent.com. |
• | Advisory Governing Documents Proposal A |
• | Advisory Governing Documents Proposal B |
• | Advisory Governing Documents Proposal C |
• | Advisory Governing Documents Proposal D |
• | Advisory Governing Documents Proposal E |
• | Strong Historical Consolidated Financial Performance and Economic Model |
recurring revenue model serving large customers with long-standing customer relationships, as reflected in its strong Adjusted Gross Margin numbers and pre-COVID net dollar retention; |
• | Favorable Prospects for Future Growth and Financial Performance |
• | Differentiated Technology Platform |
• | Positioned for Future Growth. |
• | Competitive Differentiation that Increases with Scale |
• | Proven R&D Engine with an Exciting Product Roadmap |
|
• | Compelling Valuation |
• | World Class Management Team |
• | PIPE Financing Success |
• | Terms of the Business Combination Agreement and the Related Agreements |
• | Likelihood of Closing the Business Combination |
• | Benefits May Not Be Achieved |
• | Exercise of Redemption Rights of Current Public Shareholders Risk Factors |
• | Conditions to Closing of the Business Combination |
• | Control of New Cvent by the Vista Investors Following Consummation of the Business Combination |
• | Litigation Related to the Business Combination |
• | Transaction Expenses Incurred by Dragoneer |
• | Negative Impact Resulting from the Announcement of the Business Combination |
• | Commitment under the Business Combination Agreement |
• | Other Risks Risk Factors |
Assuming No Redemptions (Shares) |
% |
Assuming Maximum Redemptions (Shares) |
% |
|||||||||||||
Cvent Stockholders |
416,351,853 | 77.9 | % | 416,351,853 | 82.1 | % | ||||||||||
Cvent options (1) |
30,445,543 | 5.7 | % | 30,445,543 | 6.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shares issued in Business Combination |
446,797,396 |
83.6 |
% |
446,797,396 |
88.1 |
% | ||||||||||
Dragoneer’s public stockholders |
27,600,000 | 5.2 | % | — | 0.0 | % | ||||||||||
Sponsor (2) |
7,852,000 | 1.5 | % | 7,852,000 | 1.5 | % | ||||||||||
PIPE Investors (3) |
52,500,000 | 9.8 | % | 52,500,000 | 10.4 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro Forma Common Stock |
534,749,396 |
100.0 |
% |
507,149,396 |
100.0 |
% | ||||||||||
|
|
|
|
|
|
|
|
(1) | Represents shares underlying Cvent options calculated on a net exercise basis, which represents an aggregate 51,764,924 outstanding Cvent options less implied share buybacks of approximately 21,319,381. |
(2) | Includes 6,900,000 Class B ordinary shares held by the Initial Shareholders, 752,000 private placement shares held by the Sponsor and 200,000 Class A ordinary shares to be received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination. |
(3) |
Includes 47,500,000 shares of New Cvent Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares to be purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
(i) | Business Combination Proposal: |
(ii) | Domestication Proposal: |
(iii) | Proposed Charter and Bylaws Proposal |
(iv) | Advisory Governing Documents Proposals: |
(v) | Nasdaq Proposal: |
(vi) | Incentive Equity Plan Proposal: |
(vii) | ESPP Proposal |
(viii) | Adjournment Proposal: |
(i) | hold public shares; |
(ii) | submit a written request to Continental, Dragoneer’s transfer agent, in which you (i) request that New Cvent redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, Dragoneer’s transfer agent, physically or electronically through DTC. |
• | the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that the Sponsor paid an aggregate of $25,000 for the 6,900,000 Class B ordinary shares currently owned by the Initial Shareholders and such securities will have a significantly higher value at the time of the Business Combination; |
• | the fact that Sponsor paid $7,520,000 for its private placement shares which would be worthless if a business combination is not consummated by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents); |
• | the fact that Sponsor, the Initial Shareholders and Dragoneer’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Dragoneer fails to complete an initial business combination by February 19, 2023; |
• | the fact that the Amended and Restated Registration Rights Agreement will be entered into by Dragoneer’s independent directors; |
• | the fact that the Forward Purchaser agreed to purchase the Forward Purchase Shares immediately prior to the First Effective Time, but following the Domestication; |
• | the fact that, at the option of the Sponsor, any amounts outstanding under the loan made by the Sponsor to Dragoneer in an aggregate amount of up to $2,000,000 may be converted into Class A ordinary shares in connection with the consummation of the Business Combination; |
• | the continued indemnification of Dragoneer’s directors and officers and the continuation of Dragoneer’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”); |
• | the fact that the Sponsor and Dragoneer’s officers and directors will lose their entire investment in Dragoneer and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by February 19, 2023; |
• | the fact that if the trust account is liquidated, including in the event Dragoneer is unable to complete an initial business combination by February 19, 2023, the Sponsor has agreed to indemnify Dragoneer to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Dragoneer has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Dragoneer, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that Dragoneer may be entitled to distribute or pay over funds held by Dragoneer outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing; |
• | the fact that the Sponsor sponsors multiple SPACs and is affiliated with a number of other investment vehicles and has the sole discretion to allocation this transaction to Dragoneer taking into account whatever factors it deems appropriate; and |
• | the fact that, based on the difference in the purchase price of approximately $0.008 per share that the Sponsor paid for the Founder Shares (as defined below), as compared to the purchase price of $10.00 per share sold in Dragoneer’s initial public offering, the Sponsor may earn a positive rate of return on its investment even if the share price of New Cvent Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of Dragoneer experience a negative rate of return. |
• | Certain of Cvent’s executive officers hold shares of Cvent stock, the treatment of which is described in the section titled “Proposal No. 1—The Business Combination Proposal.” Please see the section titled “Beneficial Ownership of Securities” for more information regarding the shares of Cvent stock held by Cvent’s executive officers. |
• | Certain of Cvent’s executive officers and non-employee directors hold options to purchase shares of Cvent common stock, which will be assumed by New Cvent upon the consummation of the Business Combination. The treatment of such equity awards in connection with the Business Combination is described in the section titled “Proposal No. 1—The Business Combination Proposal.” Please see the section titled “Beneficial Ownership of Securities” for more information regarding the shares of Cvent stock held by Cvent’s executive officers and non-employee directors. |
• | The non-employee directors of Cvent have a direct or indirect ownership interest in Cvent stock, which are described in the section titled “Beneficial Ownership of Securities.” |
• | New Cvent’s directors and executive officers will be eligible to receive equity grants under the 2021 Plan, under which [•] shares of New Cvent Common Stock may be awarded. For additional information, please see the section titled “Proposal No. 6—The Incentive Equity Plan Proposal.” |
• | Certain of Cvent’s directors and executive officers are expected to become directors and/or executive officers of New Cvent upon the consummation of the Business Combination. Specifically, the following individuals who are currently executive officers of Cvent are expected to become executive officers of New Cvent upon the consummation of the Business Combination, serving in the offices set forth opposite their names below. |
Name |
Age |
Position | ||||
Rajeev K. Aggarwal |
52 | Founder, Chief Executive Officer and Director Nominee | ||||
Charles Ghoorah |
51 | Co-founder, President of Worldwide Sales and Marketing | ||||
David Quattrone |
48 | Co-founder, Chief Technology Officer | ||||
William J. Newman, III |
46 | Senior Vice President and Chief Financial Officer | ||||
Lawrence J. Samuelson |
51 | Senior Vice President, General Counsel and Corporate Secretary |
• | In addition, the following individuals who are currently directors of Cvent are expected to become directors of New Cvent upon the consummation of the Business Combination: Rajeev K. Aggarwal, Maneet Saroya, Betty Hung and [●]. |
• | At the closing of the Business Combination, New Cvent will enter into the Amended and Restated Registration Rights Agreement with the Registration Rights Investors (in which certain members of the Cvent Board and affiliates are included), which provides for registration rights to Registration Rights Investors and their permitted transferees. |
Source of Funds(1) (in millions) |
Uses(1) (in millions) |
|||||||||
Existing Cash held in trust account(2) |
$ | 276 | Equity Consideration of New Cvent Common Stock issued to Cvent Equityholders(3) |
$ | 4,468 | |||||
Shares of New Cvent Common Stock issued to Cvent Equityholders(3) |
4,468 | Transaction Fees and Expenses |
65 | |||||||
PIPE Financing |
475 | Remaining Cash Proceeds on Balance Sheet |
153 | |||||||
Forward Purchase Agreement |
50 | Debt Paydown(4) |
583 | |||||||
|
|
|
|
|||||||
Total Sources |
$ | 5,269 | Total Uses |
$ | 5,269 | |||||
|
|
|
|
(1) | Totals might be affected by rounding. |
(2) | As of June 30, 2021. |
(3) | Shares issued to Cvent are at a deemed value of $10.00 per share. Assumes 446,797,396 shares are issued to the Cvent equityholders, net of implied share buybacks of approximately 21,319,381. |
(4) | In connection with the Business Combination, Cvent expects to repay $583.0 million of existing Cvent debt but may pay down more or less depending on the amount remaining in the trust fund at Closing and actual transaction expenses. |
Source of Funds(1) (in millions) |
Uses(1) (in millions) |
|||||||||
Existing Cash held in trust account |
$ | 0 | Equity Consideration of New Cvent Common Stock issued to Cvent Equityholders(2) |
$ | 4,468 | |||||
Shares of New Cvent Common Stock issued to Cvent Equityholders(2) |
4,468 | Estimated Transaction Fees and Expenses |
65 | |||||||
PIPE Financing |
475 | Remaining Cash Proceeds on Balance Sheet(3) |
3 | |||||||
Forward Purchase Agreement |
50 | Debt Paydown(4) |
457 | |||||||
|
|
|
|
|||||||
Total Sources |
$ | 4,993 | Total Uses |
$ | 4,993 | |||||
|
|
|
|
(1) | Totals might be affected by rounding. |
(2) | Shares issued to Cvent are at a deemed value of $10.00 per share. Assumes 446,797,396 shares are issued to the Cvent equityholders, net of implied share buybacks of approximately 21,319,381. |
(3) | Does not include the $2,000,000 loan obtained from the Sponsor. |
(4) | In connection with the Business Combination, Cvent expects to repay $457.0 million of existing Cvent debt, but may pay down more or less depending on the amount remaining in the trust fund at the Closing and actual transaction expenses. |
• | Cvent’s existing stockholders will have a majority of the voting power in New Cvent, irrespective of whether Dragoneer’s public shareholders exercise their right to redeem their public shares; |
• | Cvent’s current largest shareholders will have the ability to nominate a majority of the initial members of the New Cvent Board; |
• | Cvent’s senior management will be the senior management of New Cvent; |
• | Cvent’s operations prior to the Business Combination will comprise the ongoing operations of New Cvent; |
• | Cvent is the larger entity based on historical operating activity and has the larger employee base; and |
• | The post-combination company will assume a “Cvent”-branded name: “Cvent Holding Corp.” |
• | Cvent is substantially dependent upon the addition of new customers and the continued growth of the market for its event marketing and management solutions. |
• | Cvent’s Hospitality Cloud business depends on maintaining and expanding its relationships with hotels and venues. |
• | Data published by third parties and internally generated data and assumptions may prove to be inaccurate. In particular, the estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus/consent solicitation may prove to be inaccurate, and even if the market in which Cvent competes achieves the forecasted growth, Cvent’s business could fail to grow at similar rates, if at all. |
• | If the security of Cvent or its customers’ confidential or personal information stored in Cvent’s or its third-party service providers’ systems is breached or otherwise subjected to unauthorized access, Cvent’s business could be materially and adversely affected, its reputation may be severely harmed and it may be exposed to liability. |
• | Cvent has indemnity provisions under its contracts with its customers, vendors, lessors, business partners and other parties, which could have a material adverse effect on Cvent’s business. |
• | Cvent faces significant competition from established and new companies offering event marketing and management software. |
• | Disruption of Cvent’s operations, infrastructure or systems, or disruption of the operations, infrastructure or systems of the third parties on which Cvent relies, could damage Cvent’s reputation and result in credits to customers or a loss of users, which would harm Cvent’s business and operating results. |
• | Cvent’s business depends substantially on renewing agreements with existing customers and selling additional solutions to them. Any decline in—or failure to grow—Cvent’s customer renewals or expansions would likely harm its future operating results. |
• | Cvent targets large customers, and sales to these customers involve risks that may not be present or are present to a lesser extent with sales to smaller customers. Large customers often demand more configuration and integration services, or customized features and functions that Cvent may not offer. Failure to secure large new customers, deepen its penetration of its large customer base or the loss of large customers would have an adverse effect on Cvent’s annual recurring revenue (“ARR”), business and operating results. |
• | Cvent’s net dollar retention rate may decline or fluctuate. |
• | Cvent’s business is substantially dependent upon the continued strength of the market for on-demand software solutions. |
• | If Cvent loses access to third-party licenses, Cvent’s software product development and production may be delayed or it may incur additional expense to modify Cvent’s products or products in development. |
• | If Cvent fails to comply with its obligations under license or technology agreements with third parties, Cvent may be required to pay damages and Cvent could lose license rights that are critical to its business. |
• | Cvent has experienced rapid growth and significant organizational change in recent periods and expect continued future growth, both organically and by acquisitions. If Cvent fails to manage its growth effectively, it may be unable to execute its business plan, maintain high levels of service or address competitive challenges adequately. |
• | Failure to adequately expand Cvent’s sales force will impede its growth. |
• | In the past Cvent has completed acquisitions and may acquire or invest in other companies or technologies in the future, which could divert management’s attention, fail to meet its expectations, result in additional dilution to Cvent’s stockholders, increase expenses, disrupt its operations and harm its operating results. |
• | Cvent’s long-term success depends, in part, on its ability to operate offices located outside of the United States, including India. |
• | Cvent’s business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval and global pandemics. |
• | Cvent is dependent in part upon its relationships with its strategic partners to sustain the flow of requests for proposals (“RFPs”), through the Hospitality Cloud. |
• | Cvent relies on third-party mobile application platforms such as the Apple App Store and the Google Play Store to distribute its mobile applications. Cvent’s business will suffer if it is unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing change to our detriment, if it violates, or if a platform provider believes that it has violated, the terms and conditions of its platform, or if any of these platforms are unavailable for a prolonged period of time. |
• | Cvent has experienced losses in the first six months of 2021, 2020 and in prior years, and Cvent may not achieve profitability in the future. |
• | If Cvent does not continue to innovate and provide solutions that are useful to Cvent’s customers and event registrants and attendees, Cvent may not remain competitive, and its revenue and operating results could suffer. |
• | Cvent’s sales cycle can be lengthy and unpredictable, which may cause its operating results to vary significantly. |
• | Cvent relies on the performance of highly skilled personnel, including senior management and its sales and technology professionals; if Cvent is unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, Cvent’s business would be harmed. |
• | Cvent’s ability to introduce new products and features is dependent on adequate research and development resources. If Cvent does not adequately fund its research and development efforts, Cvent may not be able to compete effectively and its business and operating results may be harmed. |
• | Seasonality may cause fluctuations in Cvent’s revenue, sales, billings, cash flow, operating expenses and operating results. |
• | If Cvent fails to offer high-quality customer support, its business and reputation would suffer. |
• | Cvent’s business could be adversely affected if its users are not satisfied with the deployment, training and support services provided by Cvent and its partners. |
• | Assuming No Redemptions – this scenario assumes that no public shareholders of Dragoneer exercise redemption rights with respect to their public shares; and |
• | Assuming Maximum Redemptions – this scenario assumes that 27,600,000 of Dragoneer’s public shares are redeemed for an aggregate payment of $276.0 million at a redemption price of approximately $10.00 per share based on the investments held in the trust account as of June 30, 2021. The Business Combination Agreement includes as a condition to closing the Business Combination that, at Closing, New Cvent will receive a minimum cash amount of $356.0 million comprising (i) the cash in the trust account minus (ii) the amount of the Dragoneer shareholder redemptions, plus (iii) the aggregate gross proceeds received by Dragoneer from the PIPE Financing, plus (iv) the aggregate amount received by Dragoneer under the Forward Purchase Agreement. The minimum cash amount shall be calculated without reduction for any payments in respect of debt repayments, transaction fees and expenses. |
Assuming No Redemptions (Shares) |
% |
Assuming Maximum Redemptions (Shares) |
% |
|||||||||||||
Cvent Stockholders |
416,351,853 | 77.9 | % | 416,351,853 | 82.1 | % | ||||||||||
Cvent options (1) |
30,445,543 | 5.7 | % | 30,445,543 | 6.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shares issued in Business Combination |
446,797,396 |
83.6 |
% |
446,797,396 |
88.1 |
% | ||||||||||
Dragoneer’s public stockholders |
27,600,000 | 5.2 | % | — | 0.0 | % | ||||||||||
Sponsor (2) |
7,852,000 | 1.5 | % | 7,852,000 | 1.5 | % | ||||||||||
PIPE Investors (3) |
52,500,000 | 9.8 | % | 52,500,000 | 10.4 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro Forma Common Stock |
534,749,396 |
100.0 |
% |
507,149,396 |
100.0 |
% | ||||||||||
|
|
|
|
|
|
|
|
(1) | Represents shares underlying Cvent options calculated on a net exercise basis, which represents an aggregate 51,764,924 outstanding Cvent options less implied share buybacks of approximately 21,319,381. |
(2) | Includes 6,900,000 Class B ordinary shares held by the Initial Shareholders, 752,000 private placement shares held by the Sponsor and 200,000 Class A ordinary shares to be received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination. |
(3) | Includes 47,500,000 shares of New Cvent Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares to be purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||
(in thousands, except share and per share data) | ||||||||
Summary Unaudited Pro Forma Condensed Combined |
||||||||
Statement of Operations Data Six Months Ended June 30, 2021 |
||||||||
Revenue |
$ | 240,101 | $ | 240,101 | ||||
Gross profit |
150,257 | 150,257 | ||||||
Loss from operations |
(24,079 | ) | (24,079 | ) | ||||
Net loss |
(30,900 | ) | (32,907 | ) | ||||
Pro forma basic and diluted net loss per share |
$ | (0.06 | ) | $ | (0.07 | ) | ||
Pro forma basic and diluted weighted average shares outstanding |
504,303,853 | 476,703,853 | ||||||
Summary Unaudited Pro Forma Condensed Combined |
||||||||
Statement of Operations Data Year Ended December 31, 2020 |
||||||||
Revenue |
$ | 498,700 | $ | 498,700 | ||||
Gross profit |
322,450 | 322,450 | ||||||
Loss from operations |
(28,310 | ) | (28,310 | ) | ||||
Net loss |
(69,888 | ) | (72,901 | ) | ||||
Pro forma basic and diluted net loss per share |
$ | (0.14 | ) | $ | (0.15 | ) | ||
Pro forma basic and diluted weighted average shares outstanding |
504,303,853 | 476,703,853 | ||||||
Selected Unaudited Pro Forma Condensed Combined |
||||||||
Balance Sheet Data as of June 30, 2021 |
||||||||
Total assets |
$ | 2,467,044 | $ | 2,317,025 | ||||
Total liabilities |
$ | 593,751 | $ | 718,404 | ||||
Total stockholders’ equity |
$ | 1,873,293 | $ | 1,598,621 |
(a) | 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 New Cvent Common Stock; (ii) Dragoneer will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; and (iii) Dragoneer’s name will change to “Cvent Holding Corp.” |
(b) | the parties to the Business Combination Agreement will cause two certificates of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which, respectively, (i) Merger Sub I will merge with and into Cvent, with Cvent as the surviving company in the First Merger and (ii) Cvent as the surviving company in the First Merger will merge with and into Merger Sub II, with Merger Sub II as the surviving company in the Second Merger, and, after giving effect to such mergers, Merger Sub II will be a wholly-owned subsidiary of Dragoneer. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Second Effective Time, each share and equity award of Cvent outstanding as of immediately prior to the Second 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. |
• | the issuance and sale of 47,500,000 shares of New Cvent Common Stock to the PIPE Investors at a purchase price of $10.00 per share for aggregate proceeds of $475.0 million pursuant to the Subscription Agreements; |
• | the issuance and sale of 5,000,000 Class A ordinary shares to Dragoneer Funding II LLC at a purchase price of $10.00 per share for aggregate proceeds of $50.0 million pursuant to the Forward Purchase Agreement and the Business Combination Agreement; |
• | the conversion of the $2.0 million promissory note made from the Sponsor into 200,000 shares of Class A ordinary shares at a price of $10.00 per share upon the consummation of the Business Combination; and |
• | the repayment of $583.0 million of existing Cvent debt in the no redemptions scenario and $457.0 million of existing Cvent debt in the maximum redemption scenario. |
• | Cvent’s existing stockholders will have a majority of the voting power in New Cvent, irrespective of whether Dragoneer’s public shareholders exercise their right to redeem their public shares; |
• | Cvent will have the ability to nominate a majority of the initial members of the New Cvent Board; |
• | Cvent’s senior management will be the senior management of New Cvent; |
• | Cvent’s operations prior to the Business Combination will comprise the ongoing operations of New Cvent; |
• | Cvent is the larger entity based on historical operating activity and has the larger employee base; and |
• | The post-combination company will assume a Cvent branded name: “Cvent Holding Corp.” |
• | Assuming No Redemptions – this scenario assumes that no public shareholders of Dragoneer exercise redemption rights with respect to their public shares; and |
• | Assuming Maximum Redemptions – this scenario assumes that 27,600,000 of Dragoneer’s public shares are redeemed for an aggregate payment of $276.0 million at a redemption price of approximately $10.00 per share based on the investments held in the trust account as of June 30, 2021. The Business Combination Agreement includes as a condition to closing the Business Combination that, at Closing, New Cvent will receive a minimum cash amount of $356.0 million comprising (i) the cash in the trust account minus (ii) the amount of the Dragoneer shareholder redemptions, plus (iii) the aggregate gross proceeds received by Dragoneer from the PIPE Financing, plus (iv) the aggregate amount received by Dragoneer under the Forward Purchase Agreement. The minimum cash amount shall be calculated without reduction for any payments in respect of debt repayments, transaction fees and expenses. |
Assuming No Redemptions (Shares) |
% |
Assuming Maximum Redemptions (Shares) |
% |
|||||||||||||
Cvent Stockholders |
416,351,853 | 77.9 | % | 416,351,853 | 82.1 | % | ||||||||||
Cvent options (1) |
30,445,543 | 5.7 | % | 30,445,543 | 6.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shares issued in Business Combination |
446,797,396 |
83.6 |
% |
446,797,396 |
88.1 |
% | ||||||||||
Dragoneer’s public stockholders |
27,600,000 | 5.2 | % | — | 0.0 | % | ||||||||||
Sponsor (2) |
7,852,000 | 1.5 | % | 7,852,000 | 1.5 | % | ||||||||||
PIPE Investors (3) |
52,500,000 | 9.8 | % | 52,500,000 | 10.4 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro Forma Common Stock |
534,749,396 |
100.0 |
% |
507,149,396 |
100.0 |
% | ||||||||||
|
|
|
|
|
|
|
|
(1) | Represents shares underlying Cvent options calculated on a net exercise basis, which represents an aggregate 51,764,924 outstanding Cvent options less implied share buybacks of approximately 21,319,381. |
(2) | Includes 6,900,000 Class B ordinary shares held by the Initial Shareholders, 752,000 private placement shares held by the Sponsor and 200,000 Class A ordinary shares to be received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination. |
(3) | Includes 47,500,000 shares of New Cvent Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares to be purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
As of June 30, 2021 |
Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) |
As of June 30, 2021 |
Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) |
As of June 30, 2021 |
||||||||||||||||||||||||||||
Cvent (Historical) |
Dragoneer (Historical) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 95,043 | $ | 1,967 | $ | 276,009 | (a | ) | $ | 250,019 | $ | (276,009 | ) | (l | ) | $ | 100,000 | |||||||||||||||
(9,660 | ) | (b | ) | 125,990 | (k | ) | ||||||||||||||||||||||||||
(55,340 | ) | (c | ) | |||||||||||||||||||||||||||||
475,000 | (d | ) | ||||||||||||||||||||||||||||||
50,000 | (e | ) | ||||||||||||||||||||||||||||||
(583,000 | ) | (k | ) | |||||||||||||||||||||||||||||
Restricted cash |
105 | — | — | 105 | — | 105 | ||||||||||||||||||||||||||
Short-term investments |
12,074 | — | — | 12,074 | — | 12,074 | ||||||||||||||||||||||||||
Accounts receivable |
106,014 | — | — | 106,014 | — | 106,014 | ||||||||||||||||||||||||||
Capitalized commissions, net |
20,982 | — | — | 20,982 | — | 20,982 | ||||||||||||||||||||||||||
Prepaid expenses and other current assets |
15,988 | 901 | — | 16,889 | — | 16,889 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
250,206 |
2,868 |
153,009 |
406,083 |
(150,019 |
) |
256,064 |
|||||||||||||||||||||||||
Investment held in Trust Account |
— | 276,009 | (276,009 | ) | (a | ) | — | — | — | |||||||||||||||||||||||
Property and equipment, net |
17,852 | — | — | 17,852 | — | 17,852 | ||||||||||||||||||||||||||
Capitalized software development costs, net |
118,535 | — | — | 118,535 | — | 118,535 | ||||||||||||||||||||||||||
Intangible assets, net |
247,118 | — | — | 247,118 | — | 247,118 | ||||||||||||||||||||||||||
Goodwill |
1,617,944 | — | — | 1,617,944 | — | 1,617,944 | ||||||||||||||||||||||||||
Operating lease right-of-use |
34,088 | — | — | 34,088 | — | 34,088 | ||||||||||||||||||||||||||
Capitalized commissions, net, non-current |
19,427 | — | — | 19,427 | — | 19,427 | ||||||||||||||||||||||||||
Deferred tax assets, non-current |
1,868 | — | — | 1,868 | — | 1,868 | ||||||||||||||||||||||||||
Other assets, non-current, net |
4,129 | — | — | 4,129 | — | 4,129 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets |
2,311,167 |
278,877 |
(123,000 |
) |
2,467,044 |
(150,019 |
) |
2,317,025 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||||||||||
Current portion of long-term debt |
4,537 | — | — | 4,537 | — | 4,537 | ||||||||||||||||||||||||||
Accounts payable |
6,449 | — | — | 6,449 | — | 6,449 | ||||||||||||||||||||||||||
Accrued expenses and other current liabilities |
64,619 | 1,394 | (1,082 | ) | (c | ) | 64,931 | — | 64,931 | |||||||||||||||||||||||
Convertible note |
— | 2,000 | (2,000 | ) | (g | ) | — | — | — | |||||||||||||||||||||||
Fees payable to customers |
26,739 | — | — | 26,739 | — | 26,739 | ||||||||||||||||||||||||||
Operating lease liabilities, current |
15,492 | — | — | 15,492 | — | 15,492 | ||||||||||||||||||||||||||
Deferred revenue |
241,649 | — | — | 241,649 | — | 241,649 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current liabilities |
359,485 |
3,394 |
(3,082 |
) |
359,797 |
— |
359,797 |
|||||||||||||||||||||||||
Deferred tax liabilities, non-current |
17,627 | — | — | 17,627 | — | 17,627 | ||||||||||||||||||||||||||
Deferred underwriting fee payable |
— | 9,660 | (9,660 | ) | (b | ) | — | — | — | |||||||||||||||||||||||
Long-term debt, net |
751,680 | — | (576,811 | ) | (k | ) | 174,869 | 124,653 | (k | ) | 299,522 | |||||||||||||||||||||
Operating lease liabilities, non-current |
34,233 | — | — | 34,233 | — | 34,233 | ||||||||||||||||||||||||||
Other liabilities, non-current |
7,225 | — | — | 7,225 | — | 7,225 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities |
1,170,250 |
13,054 |
(589,553 |
) |
593,751 |
124,653 |
718,404 |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Commitments and contingencies |
||||||||||||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
— | 276,000 | (276,000 | ) | (f | ) | — | — | — | |||||||||||||||||||||||
Stockholders’ equity |
||||||||||||||||||||||||||||||||
Preference shares |
— | — | — | — | — | — |
As of June 30, 2021 |
Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) |
As of June 30, 2021 |
Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) |
As of June 30, 2021 |
||||||||||||||||||||||||||||
Cvent (Historical) |
Dragoneer (Historical) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
Dragoneer Ordinary shares |
||||||||||||||||||||||||||||||||
Class A |
— | — | 1 | (e | ) | — | — | — | ||||||||||||||||||||||||
3 | (f | ) | ||||||||||||||||||||||||||||||
— | (g | ) | ||||||||||||||||||||||||||||||
(4 | ) | (h | ) | |||||||||||||||||||||||||||||
Class B |
— | 1 | (1 | ) | (h | ) | — | — | — | |||||||||||||||||||||||
Cvent Common stock |
1 | (1 | ) | (i | ) | — | — | — | ||||||||||||||||||||||||
New Cvent Common stock |
— | — | 5 | (d | ) | 52 | (3 | ) | (l | ) | 49 | |||||||||||||||||||||
5 | (h | ) | ||||||||||||||||||||||||||||||
42 | (i | ) | ||||||||||||||||||||||||||||||
Additional paid-in capital |
1,945,267 | — | (15,000 | ) | (c | ) | 2,683,781 | (276,006 | ) | (l | ) | 2,407,775 | ||||||||||||||||||||
(30,000 | ) | (c | ) | |||||||||||||||||||||||||||||
474,995 | (d | ) | ||||||||||||||||||||||||||||||
49,999 | (e | ) | ||||||||||||||||||||||||||||||
275,997 | (f | ) | ||||||||||||||||||||||||||||||
2,000 | (g | ) | ||||||||||||||||||||||||||||||
(41 | ) | (i | ) | |||||||||||||||||||||||||||||
(19,436 | ) | (j | ) | |||||||||||||||||||||||||||||
Accumulated other comprehensive loss |
(414 | ) | — | — | (414 | ) | — | (414 | ) | |||||||||||||||||||||||
Accumulated deficit |
(803,937 | ) | (10,178 | ) | (9,258 | ) | (c | ) | (810,126 | ) | 1,337 | (k | ) | (808,789 | ) | |||||||||||||||||
19,436 | (j | ) | ||||||||||||||||||||||||||||||
(6,189 | ) | (k | ) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total stockholders’ equity |
1,140,917 |
(10,177 |
) |
742,553 |
1,873,293 |
(274,672 |
) |
1,598,621 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities and stockholders’ equity |
$ |
2,311,167 |
$ |
278,877 |
$ |
(123,000 |
) |
$ |
2,467,044 |
$ |
(150,019 |
) |
$ |
2,317,025 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) |
Six Months Ended June 30, 2021 |
Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) |
Six Months Ended June 30, 2021 |
||||||||||||||||||||||||||||
Cvent (Historical) |
Dragoneer (Historical) |
Pro Forma Combined (Assuming No Redemptions) |
Pro Forma Combined (Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||
Revenue |
$ | 240,101 | $ | — | $ | — | $ | 240,101 | $ | — | $ | 240,101 | ||||||||||||||||||||
Cost of revenue |
89,844 | — | — | 89,844 | — | 89,844 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Gross profit |
150,257 | — | — | 150,257 | — | 150,257 | ||||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Sales and marketing |
61,907 | — | — | 61,907 | — | 61,907 | ||||||||||||||||||||||||||
Research and development |
46,331 | — | — | 46,331 | — | 46,331 | ||||||||||||||||||||||||||
General and administrative |
38,354 | 1,780 | — | 40,134 | — | 40,134 | ||||||||||||||||||||||||||
Intangible asset amortization, excluding cost of revenue |
25,964 | — | — | 25,964 | — | 25,964 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating expenses |
172,556 |
1,780 |
— | 174,336 |
— | 174,336 |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loss from operations |
(22,299 |
) |
(1,780 |
) |
— |
(24,079 |
) |
— |
(24,079 |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||||||||||
Interest expense |
(15,171 | ) | — | 12,381 | (bb | ) | (2,790 | ) | (2,676 | ) | (bb | ) | (5,466 | ) | ||||||||||||||||||
Interest earned on marketable securities held in Trust Account |
— | 9 | (9 | ) | (aa | ) | — | — | — | |||||||||||||||||||||||
Amortization of deferred financing costs and debt discount |
(1,884 | ) | — | — | (1,884 | ) | — | (1,884 | ) | |||||||||||||||||||||||
Other income, net |
4,271 | — | — | 4,271 | — | 4,271 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total other income (expense) |
(12,784 | ) | 9 | 12,372 | (403 | ) | (2,676 | ) | (3,079 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loss before income taxes |
(35,083 | ) | (1,771 | ) | 12,372 | (24,482 | ) | (2,676 | ) | (27,158 | ) | |||||||||||||||||||||
Provision for income taxes |
3,325 | — | 3,093 | (dd | ) | 6,418 | (669 | ) | (dd | ) | 5,749 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
$ |
(38,408 |
) |
$ |
(1,771 |
) |
$ |
9,279 |
$ |
(30,900 |
) |
$ |
(2,007 |
) |
$ |
(32,907 |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Basic and diluted weighted average shares outstanding |
917,580 | 504,303,853 | 476,703,853 | |||||||||||||||||||||||||||||
Basic and diluted net loss per share |
$ | (41.86 | ) | $ | (0.06 | ) | $ | (0.07 | ) |
Year |
||||||||||||||||||||||||
For the period |
Year |
Additional Transaction Accounting Adjustments |
Ended |
|||||||||||||||||||||
from |
Ended |
December 31, |
||||||||||||||||||||||
For the |
September 25, 2020 |
Transaction Accounting Adjustments (Assuming No Redemptions) |
December 31, |
2020 |
||||||||||||||||||||
Year Ended |
(inception) |
2020 |
Pro Forma |
|||||||||||||||||||||
December 31, |
through |
Pro Forma |
(Assuming |
Combined |
||||||||||||||||||||
2020 |
December 31, 2020 |
Combined |
Maximum |
(Assuming |
||||||||||||||||||||
Cvent |
Dragoneer |
(Assuming No |
Redemptions) |
Maximum |
||||||||||||||||||||
(Historical) |
(Historical) |
(Note 3) |
Redemptions) |
(Note 3) |
Redemptions) |
|||||||||||||||||||
Revenue |
$ | 498,700 | $ | — | $ | — | $ | 498,700 | $ | — | $ | 498,700 | ||||||||||||
Cost of revenue |
176,250 | — | — | 176,250 | — | 176,250 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
322,450 | — | — | 322,450 | — | 322,450 | ||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Sales and marketing |
128,388 | — | — | 128,388 | — | 128,388 | ||||||||||||||||||
Research and development |
87,866 | — | — | 87,866 | — | 87,866 | ||||||||||||||||||
General and administrative |
80,564 | 98 | — | 80,662 | — | 80,662 | ||||||||||||||||||
Intangible asset amortization, excluding cost of revenue |
53,844 | — | — | 53,844 | — | 53,844 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
350,662 |
98 |
— |
350,760 |
— |
350,760 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(28,212 |
) |
(98 |
) |
— |
(28,310 |
) |
— |
(28,310 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Interest expense |
(35,557 | ) | — | 24,780 | (bb) | (10,777 | ) | (5,355 | ) (bb) | (16,132 | ) | |||||||||||||
Amortization of deferred financing costs and debt discount |
(3,798 |
) |
— |
— |
(3,798 |
) |
— |
(3,798 |
) | |||||||||||||||
Gain/(loss) on divestitures, net |
(9,634 |
) |
— |
— |
(9,634 |
) |
— |
(9,634 |
) | |||||||||||||||
Loss on repayment of debt |
— | — | (6,189 | ) (cc) | (6,189 | ) | 1,337 | (cc) | (4,852 | ) | ||||||||||||||
Other income, net |
1,333 |
— |
— |
1,333 |
— |
1,333 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other income (expense) |
(47,656 |
) |
— |
18,591 |
(29,065 |
) |
(4,018 |
) |
(33,083 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes |
(75,868 |
) |
(98 |
) |
18,591 |
(57,375 |
) |
(4,018 |
) |
(61,393 |
) | |||||||||||||
Provision for income taxes |
7,865 |
4,648 |
(dd) |
12,513 |
(1,005 |
) (dd) |
11,508 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
$ |
(83,733 |
) |
$ |
(98 |
) |
$ |
13,943 |
$ |
(69,888 |
) |
$ |
(3,013 |
) |
$ |
(72,901 |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted weighted average shares outstanding |
917,109 | 504,303,853 | 476,703,853 | |||||||||||||||||||||
Basic and diluted net loss per share |
$ | (91.30 | ) | $ | (0.14 | ) | $ | (0.15 | ) |
1. |
Basis of Presentation |
• | Cvent’s unaudited condensed consolidated balance sheet as of June 30, 2021 and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation; and |
• | Dragoneer’s unaudited condensed balance sheet as of June 30, 2021 and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation. |
• | Cvent’s unaudited condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2021 and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation; and |
• | Dragoneer’s unaudited condensed statement of operations for the six months ended June 30, 2021 and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation. |
• | Cvent’s audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2020 and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation; and |
• | Dragoneer’s audited statement of operations for the period from September 25, 2020 (inception) through December 31, 2020 and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation. |
2. |
Accounting Policies |
3. |
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
(a) | Reflects the liquidation and reclassification of investment held in the trust account that becomes available following the Business Combination, assuming no redemption. |
(b) | Reflects the settlement of $9.7 million in deferred underwriting fee payable. |
(c) | Represents preliminary estimated transaction costs expected to be incurred by Cvent and Dragoneer of approximately $30.00 million and $25.34 million, respectively, for legal, financial advisory and other professional fees. |
• | Approximately $1.08 million were accrued by Dragoneer in Accrued expenses and other current liabilities and recognized as expense as of June 30, 2021; |
• | Approximately $15.00 million represents equity issuance costs related to the PIPE Financing and was capitalized and offset against the proceeds from the PIPE Financing and reflected as a decrease in additional paid-in capital; and |
• | Approximately $9.26 million were reflected as an adjustment to accumulated deficit, which represents the total estimated Dragoneer transaction costs less: (1) $15.00 million capitalized and offset against the proceeds from the PIPE Financing; and (2) $1.08 million previously recognized as expense as of June 30, 2021. These costs reflected as an adjustment to accumulated deficit have been excluded from the unaudited pro forma condensed combined statement of operations. |
(d) | Reflects proceeds of $475.0 million from the issuance and sale of 47,500,000 shares of New Cvent Common Stock, par value of $0.0001 per share, at $10.00 per share in the PIPE Financing pursuant to the Subscription Agreements. |
(e) | Reflects proceeds of $50.0 million from the issuance and sale of 5,000,000 Class A ordinary shares, par value of $0.0001 per share, to Dragoneer Funding II LLC at $10.00 per share pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
(f) | Reflects the reclassification of $276.0 million of Dragoneer Class A ordinary shares, par value of $0.0001 per share, subject to possible redemption to permanent equity. |
(g) | Represents the conversion of the promissory note made from the Sponsor into 200,000 shares of Class A ordinary shares, par value of $0.0001 per share, at a price of $10.00 per share upon the consummation of the Business Combination. |
(h) | Reflects the conversion of Class A ordinary shares and Class B ordinary shares, on a one-for one basis, into shares of New Cvent Common Stock in the Domestication. |
(i) | Reflects the recapitalization of Cvent equity of 917,761 common shares into 416,351,853 shares of New Cvent Common Stock, par value of $0.0001 per share. |
(j) | Reflects the elimination of Dragoneer’s historical accumulated deficit after recording the transaction costs to be incurred by Dragoneer as described in Note 3(c) above. |
(k) | Represents the repayment of approximately $583.0 million of Cvent’s existing debt in connection with the Business Combination in the no redemption scenario and approximately $457.0 million of Cvent’s existing debt in connection with the Business Combination in the maximum redemption scenario. The difference between the cash proceeds and the carrying value of Cvent’s debt is recorded as a loss on repayment of debt and recorded as a decrease to Accumulated deficit. The loss on repayment of debt recorded through Accumulated deficit is included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 as discussed in Note 3(cc) below. |
(l) | Represents the redemption of the maximum number of shares of 27,600,000 shares of Dragoneer’s Class A ordinary shares for $276.0 million allocated to common stock and additional paid-in capital using par value of $0.0001 per share and at a redemption price of $10.00 per share (based on the investment held in the trust account as of June 30, 2021). |
(aa) | Represents pro forma adjustment to eliminate interest earned on marketable securities held in the trust account. |
(bb) | Reflects the elimination of interest expense related to a portion of Cvent’s existing debt, which will be repaid as described in Note 3(k) above. |
(cc) | Represents the pro forma adjustment to recognize the loss on repayment of debt related to the repayment of Cvent’s existing debt as discussed in Note 3(k) above. The loss is reflected as if incurred on January 1, 2020, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of operations. These costs will not affect New Cvent’s income statement beyond 12 months after the acquisition date. |
(dd) | Reflects the adjustment to income tax expense as a result of the tax impact on the pro forma adjustments at the estimated combined statutory tax rate of 25.0%. |
4. |
Loss per Share |
Six Months Ended June 30, 2021 |
Year Ended December 31, 2020 |
|||||||||||||||
Assuming No Redemptions |
Assuming Maximum Redemptions |
Assuming No Redemptions |
Assuming Maximum Redemptions |
|||||||||||||
Pro forma net loss (in thousands) |
$ | (30,900 | ) | $ | (32,907 | ) | $ | (69,888 | ) | $ | (72,901 | ) | ||||
Weighted average shares outstanding, basic and diluted |
504,303,853 | 476,703,853 | 504,303,853 | 476,703,853 | ||||||||||||
Net loss per share, basic and diluted (1) |
$ | (0.06 | ) | $ | (0.07 | ) | $ | (0.14 | ) | $ | (0.15 | ) | ||||
Weighted average shares calculation, basic and diluted |
||||||||||||||||
Dragoneer’s public stockholders |
27,600,000 | — | 27,600,000 | — | ||||||||||||
Sponsor (2) |
7,852,000 | 7,852,000 | 7,852,000 | 7,852,000 | ||||||||||||
PIPE Investors (3) |
52,500,000 | 52,500,000 | 52,500,000 | 52,500,000 | ||||||||||||
Cvent Stockholders |
416,351,853 | 416,351,853 | 416,351,853 | 416,351,853 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
504,303,853 | 476,703,853 | 504,303,853 | 476,703,853 | |||||||||||||
|
|
|
|
|
|
|
|
(1) | The pro forma basic and diluted shares exclude 51,764,924 Cvent options because including them would be antidilutive. |
(2) | Includes 6,900,000 Class B ordinary shares held by the Initial Shareholders, 752,000 private placement shares held by the Sponsor and 200,000 Class A ordinary shares to be received by the Sponsor upon conversion of the promissory note upon the consummation of the Business Combination. |
(3) | Includes 47,500,000 shares of New Cvent Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares to be purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
Dragoneer Shares |
Cvent Common Stock |
|||||||
July 22, 2021 |
$10.03 | N/A | ||||||
[•], 2021 |
$[•] | N/A |
• | undetected errors or unauthorized use of another person’s code in the third party’s software; |
• | disagreement over the scope of the license and other key terms, such as royalties payable; |
• | infringement, misappropriation or other actions brought by third-party licensees; |
• | that third parties will create solutions that directly compete with our products; and |
• | termination or expiration of the license. |
• | unanticipated costs or liabilities associated with the acquisition, including tax liabilities; |
• | incurrence of acquisition-related costs, which would be recognized as a current period expense; |
• | inability to generate sufficient revenue or profit to offset acquisition or investment costs, or failure to generate the revenue we had anticipated from the acquired business; |
• | the inability to maintain and renew relationships with customers and partners of the acquired business; |
• | the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand; |
• | difficulties and additional expenses associated with supporting legacy products; |
• | delays in customer purchases due to uncertainty related to any acquisition; |
• | the need to integrate or implement additional controls, procedures and policies; |
• | challenges caused by distance, language and cultural differences; |
• | harm to our existing business relationships with business partners and customers as a result of the acquisition; |
• | the potential loss of key employees; |
• | use of resources that are needed in other parts of our business and diversion of management and employee resources; |
• | the inability to recognize acquired revenue in accordance with our revenue recognition policies under |
• | GAAP and the loss of acquired deferred revenue; |
• | the use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; |
• | delays or errors in integrating back-end systems and departments, including but not limited to accounting and CRM systems; and |
• | from time to time after acquiring a business, product, or technology, we may determine that it is necessary or appropriate to dispose of some or all of the acquired assets or business, and we may not be able to execute such disposition at a favorable time, or upon favorable terms. |
• | increased costs and unexpected errors in the localization of our solutions, including translation into foreign languages and adaptation for local practices and regulatory requirements; |
• | challenges posed by different pricing environments and different forms of competition; |
• | lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements (including privacy and data security requirements) and tariffs; the costs of compliance with anti-corruption and anti-bribery laws; and the risks and costs of noncompliance with such laws; |
• | changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions; |
• | difficulties in managing technology partners and differing technology standards; |
• | difficulties in collecting accounts receivable; |
• | difficulties in managing and staffing international operations; |
• | differing labor laws and varying expectations as to employee standards; |
• | difficulties in maintaining our company culture with a dispersed and distance workforce; |
• | fluctuations in exchange rates that may increase the volatility of our foreign-based revenue and costs; |
• | potentially adverse tax consequences, including those arising from the complexities of foreign value added tax (or other tax, including transfer pricing) systems, and restrictions on the repatriation of earnings; |
• | limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries; |
• | uncertain political and economic climates; |
• | reduced or varied protection for intellectual property rights in some countries; |
• | that we may decide that it is necessary or appropriate to establish one or more data centers outside of the United States, which could be costly; and |
• | inability to deliver compelling marketing messages that resonate with a local audience. |
• | Our ability to increase or maintain user engagement; |
• | Our ability to drive planners to our sourcing networks; |
• | Our ability to increase or maintain the quantity and quality of ads shown to consumers; |
• | The effectiveness of our advertising and the extent to which it generates sales leads, customers, bookings or financial results on a cost-effective basis; |
• | The competitiveness of our products, traffic quality, perception of our platform, and availability and accuracy of analytics and measurement solutions to demonstrate our value; and |
• | Adverse government actions or legal developments relating to advertising, including limitations on our ability to deliver targeted advertising. |
• | adversely affect our relationships with our current or future customers; |
• | cause delays or stoppages in providing our software solutions; |
• | divert management’s attention and resources; |
• | require technology changes or work-arounds to our platform that would cause us to incur substantial cost; |
• | subject us to significant liabilities or damages; |
• | necessitate incurring significant legal, settlement, royalty or licensing fees; |
• | require us to satisfy indemnification obligations; and |
• | require us to cease some or all of our activities or impose other unfavorable terms. |
• | limiting funds otherwise available for financing our capital expenditures by requiring us to dedicate a portion of our cash flows from operations to the repayment of debt and the interest on this debt; |
• | limiting our ability to incur additional indebtedness; |
• | limiting our ability to capitalize on significant business opportunities; |
• | making us more vulnerable to rising interest rates; and |
• | making us more vulnerable in the event of a downturn in our business. |
• | incur additional indebtedness; |
• | pay dividends on or make distributions in respect of capital stock or repurchase or redeem capital stock; |
• | prepay, redeem or repurchase certain indebtedness; |
• | make loans and investments; |
• | sell or otherwise dispose of assets, including capital stock of restricted subsidiaries; |
• | incur liens; |
• | enter into transactions with affiliates; |
• | enter into agreements restricting the ability of our subsidiaries to pay dividends; and |
• | consolidate, merge or sell all or substantially all of our assets. |
• | limited in how we conduct our business; |
• | unable to raise additional debt or equity financing to operate during general economic or business downturns; or |
• | unable to compete effectively or to take advantage of new business opportunities. |
• | develop and enhance our products; |
• | continue to expand our product development, sales and marketing organizations; |
• | hire, train and retain employees; |
• | respond to competitive pressures or unanticipated working capital requirements; or |
• | pursue acquisition opportunities. |
• | the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that the Sponsor paid an aggregate of $25,000 for the 6,900,000 Class B ordinary shares currently owned by the Initial Shareholders and such securities will have a significantly higher value at the time of the Business Combination; |
• | the fact that Sponsor paid $7,520,000 for its private placement shares which would be worthless if a business combination is not consummated by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents); |
• | the fact that Sponsor, the other Initial Shareholders and Dragoneer’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Dragoneer fails to complete an initial business combination by February 19, 2023; |
• | the fact that the Amended and Restated Registration Rights Agreement will be entered into by the Initial Shareholders; |
• | the fact that the Forward Purchaser agreed to purchase the Forward Purchase Shares immediately prior to the First Effective Time, but following the Domestication; |
• | the fact that, at the option of the Sponsor, any amounts outstanding under the loan made by the Sponsor to Dragoneer in an aggregate amount of up to $2,000,000 may be converted into Class A ordinary shares in connection with the consummation of the Business Combination; |
• | the continued indemnification of Dragoneer’s directors and officers and the continuation of Dragoneer’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”); |
• | the fact that the Sponsor and Dragoneer’s officers and directors will lose their entire investment in Dragoneer and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by February 19, 2023; |
• | the fact that if the trust account is liquidated, including in the event Dragoneer is unable to complete an initial business combination by February 19, 2023, the Sponsor has agreed to indemnify Dragoneer to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Dragoneer has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Dragoneer, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that Dragoneer may be entitled to distribute or pay over funds held by Dragoneer outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing; |
• | the fact that the Sponsor sponsors multiple SPACs and is affiliated with a number of other investment vehicles and has the sole discretion to allocation this transaction to Dragoneer taking into account whatever factors it deems appropriate; and |
• | the fact that, based on the difference in the purchase price of approximately $0.008 per share that the Sponsor paid for the Founder Shares (as defined below), as compared to the purchase price of $10.00 per share sold in Dragoneer’s initial public offering, the Sponsor may earn a positive rate of return on its investment even if the share price of New Cvent Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of Dragoneer experience a negative rate of return. |
• | the requirement that a majority of its board of directors consist of independent directors; |
• | the requirement that the board have a nominating and governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement that the board have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | variations in its operating performance and the performance of its competitors in general; |
• | material and adverse impact of the COVID-19 pandemic on our business, the markets and the broader global economy; |
• | actual or anticipated fluctuations in New Cvent’s quarterly or annual operating results; |
• | publication of research reports by securities analysts about New Cvent or its competitors or its industry; |
• | the public’s reaction to New Cvent’s press releases, its other public announcements and its filings with the SEC; |
• | New Cvent’s failure or the failure of its competitors to meet analysts’ projections or guidance that New Cvent or its competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting its business; |
• | commencement of, or involvement in, litigation involving New Cvent; |
• | changes in New Cvent’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of New Cvent Common Stock available for public sale; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. |
• | a limited availability of market quotations for New Cvent’s securities; |
• | reduced liquidity for New Cvent’s securities; |
• | a determination that New Cvent Common Stock is a “penny stock” which will require brokers trading in New Cvent Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Cvent’s securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | the ability of the New Cvent Board to issue shares of New Cvent Preferred Stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the limitation of the liability of, and the indemnification of, New Cvent’s directors and officers; |
• | the requirement that a special meeting of stockholders may be called only by a majority of the entire New Cvent Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
• | the ability of the New Cvent Board to amend the bylaws, which may allow the New Cvent Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to the New Cvent Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Cvent Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Cvent. |
• | 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; |
• | a proposal to approve by special resolution the adoption and approval of the Proposed Certificate of Incorporation and Proposed Bylaws; |
• | the following five separate proposals to approve, on a non-binding advisory basis, 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 DGCL; |
• | to provide that certain provisions of the certificate of incorporation of New Cvent are subject to the Investor Rights Agreement; |
• | 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 in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication, including (i) changing the post-Business Combination corporate name from “Dragoneer Growth Opportunities Corp. II” to “Cvent Holding Corp.” (which is expected to occur upon the effectiveness of the Domestication), (ii) making New |
Cvent’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Court for the District of Delaware as the exclusive forum for litigation arising out of the Securities Act, (iv) electing to not be governed by Section 203 of the DGCL and (v) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Dragoneer Board believes is necessary to adequately address the needs of New Cvent after the Business Combination. |
• | a proposal to approve by ordinary resolution shares of New Cvent Common Stock issued in connection with the Business Combination and the PIPE Financing pursuant to Nasdaq Listing Rule 5635; |
• | 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 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. |
• | You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Dragoneer Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Proposed Charter and Bylaws Proposal, “FOR” each of the separate Advisory Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted. |
• | You can attend the extraordinary general meeting and vote in person, or you may attend the extraordinary general meeting virtually and vote electronically. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Dragoneer can be sure that the broker, bank or nominee has not already voted your shares. |
• | you may send another proxy card with a later date; |
• | you may notify Dragoneer’s general counsel in writing before the extraordinary general meeting that you have revoked your proxy; or |
• | you may attend the extraordinary general meeting, revoke your proxy, and vote in person or electronically, as indicated above. |
(i) | hold public shares; |
(ii) | submit a written request to Continental, Dragoneer’s transfer agent, in which you (i) request that New Cvent redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and |
(iii) | deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, Dragoneer’s transfer agent, physically or electronically through DTC. |
(a) | On the Closing Date, prior to the time at which the First Effective Time occurs, Dragoneer will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which Dragoneer will change its name to “Cvent Holding Corp.”; and |
(b) | the parties to the Business Combination Agreement will cause two certificates of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which, respectively, (i) Merger Sub I will merge with and into Cvent, with Cvent as the surviving company in the First Merger and (ii) Cvent as the surviving company in the First Merger will merge with and into Merger Sub II, with Merger Sub II as the surviving company in the Second Merger, and, after giving effect to such mergers, Merger Sub II will be a wholly-owned subsidiary of Dragoneer. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Second Effective Time, each share and equity award of Cvent outstanding as of immediately prior to the Second 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 plus the aggregate exercise price for all in-the-money Cvent Equity Awards issued and outstanding as of immediately prior to the First Effective Time. |
• | each issued and outstanding Class A ordinary share of Dragoneer will convert automatically by operation of law, on a one-for-one basis, into shares of New Cvent Common Stock; |
• | each issued and outstanding Class B ordinary share of Dragoneer will convert automatically by operation of law, on a one-for-one basis, into shares of New Cvent Common Stock; |
• | the governing documents of Dragoneer will be amended and restated and become the certificate of incorporation and the bylaws as described in this proxy statement/prospectus/consent solicitation and Dragoneer’s name will change to “Cvent Holding Corp.”; and |
• | the form of the certificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the Dragoneer shareholders. |
• | the applicable waiting period under the HSR Act relating to the Business Combination having been expired or been terminated; |
• | no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by Business Combination being in effect; |
• | this registration statement/proxy statement becoming effective in accordance with the provisions of the Securities Act, no stop order having been issued by the SEC and remaining in effect with respect to this registration statement/proxy statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and remaining pending; |
• | the approval of the Business Combination Agreement, the ancillary documents to the Business Combination Agreement to which Cvent is or will be a party and the transactions contemplated by each of the foregoing agreements (including the Mergers) being obtained by the requisite number of shareholders of Cvent in accordance with the DGCL, Cvent’s governing documents and Cvent’s shareholders agreement; |
• | the approval of each Condition Precedent Proposal by the affirmative vote of the holders of the requisite number of ordinary shares of Dragoneer being obtained in accordance with Dragoneer’s Governing Documents and applicable law; |
• | after giving effect to the transactions contemplated by the Business Combination Agreement (including the PIPE Financing), 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) immediately after the First Effective Time; |
• | the listing of the New Cvent Common Stock on Nasdaq, and Nasdaq having raised no objection to the continued listed of the New Cvent Common Stock; and |
• | as of immediately prior to Closing, the result equal to: (i) the cash in the trust account, minus (ii) the amount redeemed by the holders of Dragoneer Class A ordinary shares as provided in the Existing Governing Documents, plus (iii) the aggregate amount received by Dragoneer from the PIPE Financing, plus (iv) the aggregate amount received by Dragoneer under the Forward Purchase Agreement not being less than $356,000,000; provided, that, notwithstanding the foregoing, this condition will be deemed satisfied with respect to Dragoneer if (x) the amount contemplated by clause (iv) was not funded in full and (y) had such amount been funded in full, the condition would have been satisfied; provided further, that if one or more Pipe Investors does not fund its portion of the PIPE Financing amount, Sponsor, any of its affiliates or another investor reasonably acceptable to Sponsor and Cvent may invest on the same terms as such defaulting PIPE Investor and such amount shall be deemed to be part of the PIPE Financing amount for purposes of this condition. |
• | the representations and warranties of Cvent regarding organization and qualification of Cvent and its subsidiaries, certain representations and warranties regarding the capitalization, and amounts payable upon a change in control, of Cvent and the representations and warranties of Cvent regarding the authority of Cvent to, among other things, consummate the transactions contemplated by the Business Combination Agreement, and brokers fees being true and correct (without giving effect to any limitation of “materiality” or “Cvent Material Adverse Effect” (as defined in the Business Combination Agreement) or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date); |
• | certain other representations and warranties regarding the capitalization of Cvent being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | the representations and warranties regarding no occurrence of Cvent Material Adverse Effect being true and correct in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date); provided that this condition shall be deemed to be satisfied if no Cvent Material Adverse Effect is continuing; |
• | the other representations and warranties of Cvent being true and correct (without giving effect to any limitation as to “materiality” or “Cvent Material Adverse Effect” or any similar limitation set forth in |
the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Cvent Material Adverse Effect; |
• | Cvent not being in material breach of the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement prior to the Closing; |
• | since the date of the Business Combination Agreement, no “Cvent Material Adverse Effect” shall have occurred that is continuing; and |
• | Dragoneer must have received a certificate executed by an authorized officer of Cvent confirming that the conditions set forth in the first six (6) bullet points in this section have been satisfied. |
• | the representations and warranties regarding organization and qualification of the Dragoneer Parties, the authority of Dragoneer to execute and deliver the Business Combination Agreement, and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, certain representations and warranties regarding the capitalization of the Dragoneer Parties, the intended tax treatment of the Mergers and brokers fees being true and correct (without giving effect to any limitation of “materiality” or “Dragoneer Material Adverse Effect” (as defined in the Business Combination Agreement) or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | certain other representations and warranties regarding the capitalization of Dragoneer being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date); |
• | the other representations and warranties of the Dragoneer Parties being true and correct (without giving effect to any limitation of “materiality” or “Dragoneer Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Dragoneer Material Adverse Effect; |
• | the Dragoneer Parties not being in material breach of the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement; |
• | the existing certificate of incorporation of Dragoneer being amended and restated in the form of the Proposed Certificate of Incorporation; |
• | the members of the New Cvent Board having been duly elected, and the officers of New Cvent having been duly appointed; and |
• | Cvent must have received a certificate executed by an authorized officer of Dragoneer confirming that the conditions set forth in the first four bullet points of this section have been satisfied. |
• | Subject to certain exceptions or as consented to in writing by Dragoneer (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, Cvent will and will cause its |
subsidiaries to, operate the business of Cvent and its subsidiaries in the ordinary course in all material respects, use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of Cvent and its subsidiaries, and use commercially reasonable efforts to accrue and collect amounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in accordance with past custom and practice (including recent past practice in light of COVID-19). |
• | Subject to certain exceptions, prior to the Closing, Cvent will and will cause its subsidiaries to, not do any of the following without Dragoneer’s consent (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, fourth, fifth, thirteenth, fifteenth, sixteenth and seventeenth sub-bullets below): |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase any outstanding, any equity securities of Cvent or any subsidiary for a price greater than the Transaction Share Consideration (as defined in the Business Combination Agreement) from any person (other than employees whose employment with Cvent or any subsidiary terminate on or after the date of the Business Combination Agreement); |
• | merge, consolidate, combine or amalgamate with any person or purchase or otherwise acquire any business entity or organization; |
• | adopt any amendments, supplements, restatements or modifications to any Cvent governing documents or the Cvent shareholders agreement; |
• | dispose or subject to a lien any equity interests of Cvent or its subsidiaries or issue any options or other rights obligating Cvent or any of its subsidiaries to issue any equity interests; |
• | sell, assign, abandon, lease, license or otherwise dispose of, or subject to a lien, any material assets or material properties of Cvent or any of its subsidiaries; |
• | incur, create or assume any indebtedness other than ordinary course trade payables; |
• | make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person; |
• | (A) amend or modify the Credit Agreement or waive any rights thereunder in a manner that is materially adverse (when taken as a whole) to the Dragoneer Parties or (B)(i) materially fail to comply with the terms of the Credit Agreement in a manner that will result in an event of default under the Credit Agreement and (ii) fail to promptly notify Dragoneer of any default under the Credit Agreement of which Cvent is aware or any event of default under the Credit Agreement, in each case, after the date of the Business Combination Agreement; |
• | adopt or amend any benefit plan or increase the compensation or benefits payable to any director, officer, or employee or take any action to accelerate any payment or benefit payable to any such person; |
• | waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, key employee, or individual independent contractor, or hire or engage, or terminate the employment or engagement, of any employee or individual independent contractor; |
• | make, change or revoke any material tax election, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver obtained in the ordinary course of business; |
• | enter into any settlements in excess of a certain threshold or that impose any material non-monetary obligations on Cvent or any of its subsidiaries after the Closing; |
• | authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction; |
• | make any material changes to the methods of accounting of Cvent or any of its subsidiaries, other changes that are made in accordance with Public Company Accounting Oversight Board standards; |
• | enter into any contract with any broker, finder, investment banker or other person under which such person would be entitled to any brokerage fee, finders’ fee or other commission; |
• | make any change of control payment that is not disclosed to Dragoneer on the Cvent disclosure schedules; |
• | amend, modify or terminate any material contracts or material contracts providing for any “change of control” payment; and |
• | make any payment to Vista or its affiliates (other than routine payments in the normal course of business and consistent with past practice). |
• | Cvent shall terminate certain affiliate contracts as set forth on the Cvent disclosure schedules effective as of the Closing. |
• | As promptly as reasonably practicable (and in any event, within two business days) following the date on which this proxy statement/prospectus/consent solicitation is declared effective, Cvent is required to obtain and deliver to Dragoneer a true and correct copy of a written consent of the Cvent Supporting Shareholders approving the Business Combination Agreement, the ancillary documents and the transactions contemplated thereby (including the Mergers), duly executed by the Cvent Supporting Shareholders required to approve and adopt such matters (the “ Cvent Shareholder Written Consent ”), and through its board of directors, will recommend to the Cvent Supporting Shareholders, the approval and adoption of the Business Combination Agreement, the ancillary documents and the transactions contemplated thereby (including the Mergers). |
• | As promptly as reasonably practicable (and in any event prior to the earlier of (a) the time at which Cvent delivers the Allocation Schedule (as defined in the Business Combination Agreement) to Dragoneer or (b) the time at which Cvent is required to deliver to the Allocation Schedule to Dragoneer), Cvent will either (i) obtain and deliver to Dragoneer a true and correct copy of a written consent approving the Allocation Schedule, duly executed by the Cvent Supporting Shareholders required to approve such matters or (ii) amend or otherwise modify the governing documents of Cvent and each other contract to which Cvent is a party or bound, solely to the extent necessary for the Allocation Schedule to comply with the requirements set forth in the Business Combination Agreement. |
• | At Closing, Cvent will and will cause its stockholders to deliver to Dragoneer a counterpart to the Amended and Restated Registration Rights Agreement and Investor Rights Agreement to which they are a party. |
• | Subject to certain exceptions, prior to the Closing, Cvent will purchase a “tail” policy providing liability insurance coverage for Cvent directors and officers with respect to matters occurring on or prior to the Closing. |
• | Subject to certain exceptions (including the ability of any Dragoneer Party to use funds held by Dragoneer outside the Trust Account to pay any Dragoneer expenses or liabilities to distribute or pay over any funds held by Dragoneer outside the Trust Account to the Sponsor or any of its affiliates, in each case, prior to the Closing) or as consented to in writing by Cvent, prior to the Closing, Dragoneer will, and will cause its subsidiaries to, not do any of the following: |
• | adopt any amendments, supplements, restatements or modifications to the Dragoneer trust agreement, Forward Purchase Agreement, or the governing documents of Dragoneer or any of its subsidiaries; |
• | declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase any outstanding, any equity securities of Dragoneer or any subsidiary; |
• | split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock; |
• | incur, create or assume any indebtedness or other liability, except for indebtedness for borrowed money in an amount not to exceed $2,000,000 in the aggregate; |
• | make any loans or advances to, or capital contributions in, any other person, other than to, or in, Dragoneer or any of its subsidiaries; |
• | issue any equity securities of Dragoneer or any of its subsidiaries or grant any additional options, or stock appreciation rights with respect to equity securities of the foregoing of Dragoneer or any of its subsidiaries; |
• | enter into, renew, modify or revise any Dragoneer related party transaction; |
• | engage in any activities or business, other than activities or business (i) in connection with or incidental or related to such person’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) contemplated by, or incidental or related to, the Business Combination Agreement, any ancillary document thereto, the performance of covenants or agreements thereunder or the consummation of the transactions contemplated thereby or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature; |
• | make, change or revoke any material tax election other than any such extension or waiver obtained in the ordinary course of business; |
• | authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; |
• | enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; or |
• | enter into any contract to take, or cause to be taken, any of the actions set forth in the sub-bullets above. |
• | As promptly as reasonably practicable following the effectiveness of the registration statement of which this proxy statement/prospectus/consent solicitation forms a part, Dragoneer will duly give |
notice of and use its reasonable best efforts to duly convene and hold the extraordinary general meeting to approve the Condition Precedent Proposals. |
• | Subject to certain exceptions, Dragoneer shall use its reasonable best efforts to cause: (i) Dragoneer’s initial listing application with Nasdaq to have been approved; (ii) Dragoneer to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (iii) the New Cvent Common Stock issuable in accordance with the Business Combination Agreement, including the Domestication and the Mergers, to be approved for listing on Nasdaq. |
• | Prior to the effectiveness of the of the registration statement of which this proxy statement/prospectus/consent solicitation forms a part, the Dragoneer Board will approve and adopt the 2021 Plan and with any changes or modifications thereto as Cvent and Dragoneer may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Cvent or Dragoneer, as applicable), and Dragoneer will reserve [●] shares of New Cvent Common Stock for grant thereunder plus the number of shares of New Cvent Common Stock issuable upon the exercise or conversion of the Cvent equity awards. |
• | Prior to the effectiveness of this registration statement of which this proxy statement/prospectus/consent solicitation forms a part, the Dragoneer Board will approve and adopt the Employee Stock Purchase Plan substantially in the form as Cvent and Dragoneer mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Cvent or Dragoneer, as applicable), and Dragoneer will reserve [●] shares of New Cvent Common Stock for grant thereunder. |
• | At Closing, Dragoneer will and will cause the Dragoneer Parties to deliver to Cvent a counterpart to the Amended and Restated Registration Rights Agreement and Investor Rights Agreement to which they are a party. |
• | Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, Dragoneer shall not, and shall cause its subsidiaries and its and their respective representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Dragoneer Acquisition Proposal; (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Dragoneer Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a Dragoneer Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of any Dragoneer Party (or any affiliate or successor of any Dragoneer Party); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing. |
• | using reasonable best efforts to consummate the Business Combination; |
• | notify the other party in writing promptly after learning of any shareholder demands or other shareholder proceedings relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one another in connection therewith; |
• | keeping certain information confidential in accordance with the existing non-disclosure agreements; |
• | making relevant public announcements; |
• | using reasonable best efforts to cause the each of the Domestication and the Mergers to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the IRS Code; and |
• | cooperate in connection with certain tax matters and filings. |
• | by the mutual written consent of Dragoneer and Cvent; |
• | by Dragoneer, subject to certain exceptions, if any of the representations or warranties made by Cvent are not true and correct or if Cvent fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of Dragoneer, as described in the section entitled “—Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) twenty (20) business days after written notice thereof, and (ii) the third business day prior to April 23, 2022 (the “ Termination Date ”); |
• | by Cvent, subject to certain exceptions, if any of the representations or warranties made by the Dragoneer Parties are not true and correct or if any Dragoneer Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of Cvent, as described in the section entitled “— Conditions to Closing of the Business Combination |
• | by either Dragoneer or Cvent, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; |
• | by either Dragoneer or Cvent, if any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; |
• | by Cvent, if the approval of the Condition Precedent Proposals are not obtained at the extraordinary general meeting (including any adjournment, recess or postponement thereof); and |
• | by Dragoneer, if Cvent does not deliver, or cause to be delivered to Dragoneer, the Cvent Shareholder Written Consent or the Cvent Shareholder Transaction Support Agreements when required under the Business Combination Agreement. |
Assuming No Redemptions (Shares) |
% |
Assuming Maximum Redemptions (Shares) |
% |
|||||||||||||
Cvent Stockholders |
416,351,853 | 77.9 | % | 416,351,853 | 82.1 | % | ||||||||||
Cvent options (1) |
30,445,543 | 5.7 | % | 30,445,543 | 6.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shares issued in Business Combination |
446,797,396 |
83.6 |
% |
446,797,396 |
88.1 |
% | ||||||||||
Dragoneer’s public stockholders |
27,600,000 | 5.2 | % | — | 0.0 | % | ||||||||||
Sponsor (2) |
7,852,000 | 1.5 | % | 7,852,000 | 1.5 | % | ||||||||||
PIPE Investors (3) |
52,500,000 | 9.8 | % | 52,500,000 | 10.4 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro Forma Common Stock |
534,749,396 |
100.0 |
% |
507,149,396 |
100.0 |
% | ||||||||||
|
|
|
|
|
|
|
|
(1) | Represents shares underlying Cvent options calculated on a net exercise basis, which represents an aggregate 51,764,924 outstanding Cvent options less implied share buybacks of approximately 21,319,381. |
(2) | Includes 6,900,000 Class B ordinary shares held by the Initial Shareholders, 752,000 private placement shares held by the Sponsor and 200,000 Class A ordinary shares to be received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination. |
(3) | Includes 47,500,000 shares of New Cvent Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares to be purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement. |
• | a review of the materials provided in the virtual data room; |
• | requests for follow-up data and information from Cvent, including Cvent management responses to due diligence questions; |
• | several due diligence calls and discussions with members of Cvent’s management; |
• | financial and valuation analysis, including review of certain financial information provided by Cvent and comparisons to certain publicly traded companies; and |
• | legal matters, including those related to litigation matters, corporate matters (including material contracts, capitalization and other customary corporate matters), and labor and employment matters. |
• | Strong Historical Consolidated Financial Performance and Economic Model |
• | Favorable Prospects for Future Growth and Financial Performance |
• | Differentiated Technology Platform |
expansion and cost efficiencies for its customers, which included half of the Fortune 500 as of June 30, 2021; |
• | Positioned for Future Growth. |
• | Competitive Differentiation that Increases with Scale |
• | Proven R&D Engine with an Exciting Product Roadmap |
• | Compelling Valuation |
• | World Class Management Team |
• | PIPE Financing Success |
• | Terms of the Business Combination Agreement and the Related Agreements |
• | Likelihood of Closing the Business Combination |
• | Benefits May Not Be Achieved |
• | Exercise of Redemption Rights of Current Public Shareholders Risk Factors |
• | Conditions to Closing of the Business Combination |
• | Control of New Cvent by the Vista Investors Following Consummation of the Business Combination |
• | Litigation Related to the Business Combination |
• | Transaction Expenses Incurred by Dragoneer |
• | Negative Impact Resulting from the Announcement of the Business Combination |
• | Commitment under the Business Combination Agreement |
• | Other Risks Risk Factors |
Quarter Projection Period Ended |
Full Year Projection Period Ended |
|||||||||||||||||||
(millions) |
September 30, 2021 |
December 31, 2021 |
December 31, 2021 |
December 31, 2022 |
December 31, 2023 |
|||||||||||||||
Projected Revenue(1) |
$ | 129.4 | $ | 138.7 | $ | 507.4 | $ | 622.6 | $ | 762.6 | ||||||||||
Adjusted EBITDA(2) |
n/a | n/a | $ | 90.0 | $ | 102.6 | $ | 136.1 |
1. | Projected Revenue is based on a variety of assumptions, including (i) cross-selling and upselling products to existing clients, (ii) increase in the number of new customers less churn, (iii) assumptions about industry trends, such as the digitization of the events and meetings industry. Projected Revenue does not include any amounts for acquisitions or launching of new product lines, other than the extensions of certain product lines. Projected Revenue is a non-GAAP financial measure and should not be considered as an alternative to revenue. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP. Dragoneer relied on projected revenue because it believes it provides greater consistency and comparability with our past financial performance |
and the financial performance of peer companies, as it eliminates the effects of certain variations unrelated to our overall performance. |
2. | Adjusted EBITDA is defined as net loss adjusted for interest, taxes, depreciation and amortization, gains or losses on divestitures, other income or expense, restructuring expenses, impact of adjustments to acquired deferred revenue, costs related to acquisitions and other items that Cvent’s management does not believe are reflective of Cvent’s ongoing operations, some of which may be significant. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows as measures of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP. Adjusted EBITDA is based on Cvent’s Projected Revenue forecast and a variety of cost assumptions, including (i) personnel and professional services related costs across client services, sales and marketing, research and development and general and administrative, (ii) variable costs related to revenue and product mix, (iii) costs associated with platform support and expansion and (iv) facilities. |
• | the global COVID-19 pandemic has and will continue to drive a new growth vector for virtual and hybrid events; |
• | the global COVID-19 pandemic has and will continue to accelerate automation and digitization of event-related processes and data; |
• | Cvent will experience strong revenue growth in product offerings that have been negatively impacted by the pandemic as the impact of the global COVID-19 pandemic diminishes and the meetings and events industry recovers; |
• | as a percentage of revenue, temporary investments will be made in the following areas: |
• | customer onboarding and support as event planners pivot to virtual and hybrid events; these increased levels of support will return to normal as customers gain more experience executing virtual and hybrid events; |
• | research and development to accelerate product development and support the increase in technology adoption by the meetings and events industry; and |
• | sales and marketing spend to support intensified demand for event management technology solutions. |
• | the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination; |
• | the fact that the Sponsor paid an aggregate of $25,000 for the 6,900,000 Class B ordinary shares currently owned by the Initial Shareholders and such securities will have a significantly higher value at the time of the Business Combination; |
• | the fact that Sponsor paid $7,520,000 for its private placement shares which would be worthless if a business combination is not consummated by February 19, 2023 (unless such date is extended in accordance with the Existing Governing Documents); |
• | the fact that the Sponsor, the other Initial Shareholders and Dragoneer’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Dragoneer fails to complete an initial business combination by February 19, 2023; |
• | the fact that the Amended and Restated Registration Rights Agreement will be entered into by the Initial Shareholders; |
• | the fact that the Forward Purchaser agreed to purchase the Forward Purchase Shares immediately prior to the First Effective Time, but following the Domestication; |
• | the fact that, at the option of the Sponsor, any amounts outstanding under the loan made by the Sponsor to Dragoneer in an aggregate amount of up to $2,000,000 may be converted into Class A ordinary shares in connection with the consummation of the Business Combination; |
• | the continued indemnification of Dragoneer’s directors and officers and the continuation of Dragoneer’s directors’ and officers’ liability insurance after the Business Combination ( i.e |
• | the fact that the Sponsor and Dragoneer’s officers and directors will lose their entire investment in Dragoneer and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by February 19, 2023; |
• | the fact that if the trust account is liquidated, including in the event Dragoneer is unable to complete an initial business combination by February 19, 2023, the Sponsor has agreed to indemnify Dragoneer to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Dragoneer has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Dragoneer, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; |
• | the fact that Dragoneer may be entitled to distribute or pay over funds held by Dragoneer outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing; |
• | the fact that the Sponsor sponsors multiple SPACs and is affiliated with a number of other investment vehicles and has the sole discretion to allocation this transaction to Dragoneer taking into account whatever factors it deems appropriate; and |
• | the fact that, based on the difference in the purchase price of approximately $0.008 per share that the Sponsor paid for the Founder Shares (as defined below), as compared to the purchase price of $10.00 per share sold in Dragoneer’s initial public offering, the Sponsor may earn a positive rate of return on its investment even if the share price of New Cvent Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of Dragoneer experience a negative rate of return. |
• | Cvent’s existing stockholders will have a majority of the voting power in New Cvent, irrespective of whether Dragoneer’s public shareholders exercise their right to redeem their public shares; |
• | Cvent’s current largest shareholders will have the ability to nominate a majority of the initial members of the New Cvent Board; |
• | Cvent’s senior management will be the senior management of New Cvent; |
• | Cvent’s operations prior to the Business Combination will comprise the ongoing operations of New Cvent; |
• | Cvent is the larger entity based on historical operating activity and has the larger employee base; and |
• | The post-combination company will assume a “Cvent”-branded name: “Cvent Holding Corp.” |
• | Evaluation of Alternative Transactions |
• | Terms of the Business Combination Agreement |
• | Consideration Received by Cvent Stockholders |
• | Access to Capital |
• | Benefit from Being a Public Company |
• | Prominence, Predictability, and Flexibility of Delaware Law |
• | Well-Established Principles of Corporate Governance |
and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to New Cvent, its board of directors and management and would enable them to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to entities organized in other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New Cvent’s stockholders from possible abuses by directors and officers. |
• | Increased Ability to Attract and Retain Qualified Directors |
Existing Governing Documents |
Proposed Governing Documents | |||
Authorized Shares Proposal A) |
The share capital under the Existing Governing Documents is US$22,100 divided into 200,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share. | The Proposed Governing Documents authorize 1,500,000,000 shares of New Cvent Common Stock and 1,000,000 shares of New Cvent Preferred Stock. | ||
See paragraph 5 of the Memorandum of Association. |
See Article IV of the Proposed Certificate of Incorporation. | |||
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent Proposal B) |
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. | The Proposed Governing Documents authorize the board of directors to issue all or any shares of New Cvent Preferred Stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the board of directors may determine. | ||
See paragraph 5 of the Memorandum of Association and Article 3 of the Articles of Association. |
See Article IV subsection B of the Proposed Certificate of Incorporation. | |||
Investor Rights Agreement Proposal C) |
The Existing Governing Documents are not subject to any director composition agreement. | The Proposed Governing Documents provide that certain provisions therein are subject to the Investor Rights Agreement. |
Existing Governing Documents |
Proposed Governing Documents | |||
See Article IV of the Proposed Certificate of Incorporation. | ||||
Shareholder/Stockholder Written Consent In Lieu of a Meeting Proposal D) |
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. | The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting. | ||
See Articles 18, 22 and 31 of our Articles of Association. |
See Article VIII subsection 1 of the Proposed Certificate of Incorporation. | |||
Corporate Name Proposal E) |
The Existing Governing Documents provide the name of the company is “Dragoneer Growth Opportunities Corp. II” | The Proposed Governing Documents will provide that the name of the corporation will be “Cvent Holding Corp.” | ||
See paragraph 1 of our Memorandum of Association. |
See Article 1 of the Proposed Certificate of Incorporation. | |||
Perpetual Existence Proposal E) |
The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by February 19, 2023 (twenty-seven months after the closing of Dragoneer’s initial public offering, provided that Dragoneer has executed a definitive agreement for a Business Combination by November 19, 2022 but has not completed a Business Combination by November 19, 2022), Dragoneer will cease all operations except for the purposes of winding up and will redeem the shares issued in Dragoneer’s initial public offering and liquidate its trust account. | The Proposed Governing Documents do not include any provisions relating to New Cvent’s ongoing existence; the default under the DGCL will make New Cvent’s existence perpetual. | ||
See Article 49 of our Articles of Association. |
This is the default rule under the DGCL. |
Existing Governing Documents |
Proposed Governing Documents | |||
Exclusive Forum Proposal E) |
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States District Court for the District of Delaware as the exclusive forum for litigation arising out of the Securities Act. | ||
See Article XIII of the Proposed Bylaws. | ||||
Takeovers by Interested Stockholders ( Proposal E) |
The Existing Governing Documents do not provide restrictions on takeovers of Dragoneer by a related shareholder following a business combination. | The Proposed Governing Documents will have New Cvent elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders. | ||
See Article X of the Proposed Certificate of Incorporation. | ||||
Provisions Related to Status as Blank Check Company (Advisory Governing Documents Proposal E) |
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. | ||
See Article 49 of our Articles of Association. |
• | shares subject to awards granted under the 2021 Plan that are subsequently forfeited or cancelled; |
• | shares subject to awards granted under the 2021 Plan that otherwise terminate without shares being issued; and |
• | shares surrendered, cancelled or exchanged by the Company for cash (but not shares surrendered to pay the exercise price or withholding taxes associated with an award). |
• | NSOs. |
• | ISOs. |
• | Other Awards. |
• | Offering Periods and Purchase Periods. |
• | Enrollment and Contributions. |
• | Purchase Rights. |
• | Purchase Price. |
• | Withdrawal and Termination of Employment. |
• | financial institutions or financial services entities; |
• | broker-deals; |
• | S corporations; |
• | taxpayers that are subject to the mark-to-market accounting rules; |
• | tax-exempt entities; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies or real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares (except as specifically addressed below); |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
• | persons whose functional currency is not the U.S. dollar; |
• | controlled foreign corporations; |
• | persons who purchase stock in New Cvent as part of the PIPE Financing; |
• | accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; or |
• | passive foreign investment companies. |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person. |
A. |
U.S. Holders That Hold 10 Percent or More of Dragoneer |
B. |
U.S. Holders That Own Less Than 10 Percent of Dragoneer |
• | (i) a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations); |
• | (ii) a complete description of the Domestication; |
• | (iii) a description of any stock, securities or other consideration transferred or received in the Domestication; |
• | (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; |
• | (v) a statement that the U.S. Holder is making the election including (A) a copy of the information that the U.S. Holder received from Dragoneer establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s public shares and (B) a representation that the U.S. Holder has notified Dragoneer (or New Cvent) that the U.S. Holder is making the election; and |
• | (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations. |
C. |
U.S. Holders that Own Public Shares with a Fair Market Value of Less Than $50,000 |
A. |
Definition of a PFIC |
B. |
PFIC Status of Dragoneer |
C. |
Effects of PFIC Rules on the Domestication |
• | the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s public shares; |
• | the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Dragoneer was a PFIC, will be taxed as ordinary income; |
• | the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder. |
D. |
QEF Election and Mark-to-Market Election |
• | such non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition (subject to certain exceptions as a result of the COVID pandemic) and certain other requirements are met, in which case any gain realized will generally be subject to a flat 30% U.S. federal income tax; |
• | the gain is effectively connected with a trade or business of such non-U.S. Holder in the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base |
maintained by such non-U.S. Holder), in which case such gain will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders, and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply; or |
• | New Cvent is or has been a “U.S. real property holding corporation” at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period and either (A) the shares of New Cvent Common Stock has ceased to be regularly traded on an established securities market or (B) such non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period more than 5% of outstanding shares of New Cvent Common Stock. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Name |
Age |
Position | ||||
Marc Stad |
42 | Chairman and Chief Executive Officer | ||||
Pat Robertson |
42 | President, Chief Operating Officer and Director | ||||
Sarah J. Friar |
48 | Director | ||||
David D. Ossip |
55 | Director | ||||
Gokul Rajaram |
47 | Director | ||||
Jay Simons |
48 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Marc Stad | Dragoneer Investment Group, LLC(1) | Asset Management | Founder, Chief Executive Officer, Chief Investment Officer and Managing Partner |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Bragg Live Food Products, LLC | Health and Wellness Products | Director | ||||
AmWINS Group, Inc. | Insurance | Director | ||||
Dragoneer Growth Opportunities Corp. II | Special Purpose Acquisition Company | Chairman and Chief Executive Officer | ||||
Dragoneer Growth Opportunities Corp. III | Special Purpose Acquisition Company | Chairman and Chief Executive Officer | ||||
Pat Robertson | Dragoneer Investment Group, LLC(1) | Asset Management | President and Chief Operating Officer | |||
Dragoneer Growth Opportunities Corp. II | Special Purpose Acquisition Company | President, Chief Operating Officer and Director | ||||
Dragoneer Growth Opportunities Corp. III | Special Purpose Acquisition Company | President, Chief Operating Officer and Director | ||||
Sarah J. Friar | Nextdoor, Inc. | Social Network | Chief Executive Officer | |||
Walmart Inc. | Retail and Wholesale Operations | Director | ||||
Slack Technologies, Inc. | Messaging Platform | Director | ||||
Dragoneer Growth Opportunities Corp. II | Special Purpose Acquisition Company | Director | ||||
Dragoneer Growth Opportunities Corp. III | Special Purpose Acquisition Company | Director | ||||
David D. Ossip | Ceridian HCM Holding Inc. | Software | Chairman and Chief Executive Officer | |||
Ossip Consulting Inc. | Consulting Company | Director | ||||
Osaldac Corp. | Holding Company | Vice President | ||||
OsFund Inc. | Holding Company | Vice Chairman and Director | ||||
100 Wingarden Properties Ltd. | Real Estate | Director | ||||
Sunnybrook Health Sciences Centre | Hospital | Director | ||||
Dragoneer Growth Opportunities Corp. II | Special Purpose Acquisition Company | Director | ||||
Dragoneer Growth Opportunities Corp. III | Special Purpose Acquisition Company | Director | ||||
Gokul Rajaram | Pinterest Inc. | Social Network | Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
The Trade Desk Inc. | Digital Advertising Platform | Director | ||||
Course Hero, Inc. | Online Learning Platform | Director | ||||
Dragoneer Growth Opportunities Corp. II | Special Purpose Acquisition Company | Director | ||||
Dragoneer Growth Opportunities Corp. III | Special Purpose Acquisition Company | Director | ||||
Jay Simons | Hubspot, Inc. | Enterprise Software | Director | |||
Dragoneer Growth Opportunities Corp. II | Special Purpose Acquisition Company | Director | ||||
Dragoneer Growth Opportunities Corp. III | Special Purpose Acquisition Company | Director |
(1) | Includes Dragoneer Investment Group, LLC and certain of its funds, affiliates, and other related entities, including certain portfolio companies in which the funds and other related entities invest. |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which results in conflicts of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Sponsor purchased Class B ordinary shares prior to our initial public offering and private placement shares in a transaction that closed concurrently with our initial public offering. |
• | We entered into a forward purchase agreement with the Forward Purchaser, which is an affiliate of our Sponsor. |
• | Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Class B ordinary shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 19, 2023 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its Class B ordinary shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement shares will expire worthless. Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or |
other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement shares will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors owns ordinary shares directly or indirectly, they have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our founders, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | Increase Efficiency by Automating Key Processes throughout the Event Lifecycle. |
a simple drag-and-drop interface, automated validation for best practices, logic checks and link checks, version history control and responsive design. Once built, these websites can be cloned and lightly edited to create new events in minutes. In addition to these processes, our solution also automates a number of traditionally manual processes throughout the event lifecycle, including processing online registrations and payments, collecting attendee information and preferences, creating custom schedules for attendees and automatically updating attendees of schedule changes via an event-specific mobile application. In the wake of the global COVID-19 pandemic, event organizers are able to deliver safer in-person events with our diagram check tools that provide accurate spacing of event floorplans and via contactless event and session check-in and lead capture products. Our platform automates many of the daily tasks of an event organizers, leaving them with more time to focus on other core valuable activities. |
• | Increase Meeting and Event Attendance. |
• | Enhance the Attendee, Sponsor, Exhibitor and Host or Venue Experience |
• | Create, Measure and Act on Attendee Engagement to Increase Sales Pipeline. |
• | Track, Manage and Measure Event Expenditure to Measure ROI of Events. |
• | Market to Event Organizers to Increase Events and Group Meetings Business Revenue. |
• | Enhance Productivity and Efficiency Through Automation. |
• | Strengthen Collaboration Between Hoteliers and Event Organizers. |
• | Better Analyze Operational Results through CSN Business Intelligence. |
• | Depth and Breadth of Venue Profiles . |
• | Billions in RFP Value. |
• | Integration with Hotels. |
• | Powerful Network Effects Across the Events Ecosystem. |
• | Efficiency for Planners. |
• | Lead Sourcing for Hoteliers and Venue Operators. |
• | A branded “virtual event lobby” that provides easy access to key event details, live and upcoming sessions and surveys; |
• | Immersive and interactive virtual sessions with enterprise-grade live or pre-recorded video, including on-demand offerings; |
• | A video production solution to help event professionals easily capture and produce broadcast-quality video content, whether live or pre-recorded, for online audiences, which permit event planners to easily capture and produce great-looking video content for more engaging webinars, and virtual events; |
• | Video conferencing capabilities to support collaborative sessions, virtual appointments and virtual meeting rooms; |
• | Powerful interactivity features including polling, live session Q&A, and chat; |
• | Gamification to encourage attendees to stay engaged by awarding them points for taking actions, such as joining a session, submitting feedback or visiting a virtual booth; |
• | Virtual roundtable discussions that connect attendees and enable them to network with one another; and |
• | Collected real-time feedback via session surveys. |
• | sponsoring and participating in user conferences, trade shows and industry events; |
• | customer advocacy marketing; |
• | public relations efforts; and |
• | social media marketing. |
Technology |
Financial Services |
Life Sciences | ||
Cisco Okta Pendo TeraData Zoom |
Lincoln Financial Group Mastercard Metlife MorningStar World Bank |
BioHorizons Bristol-Myers Squibb Mednet PENTAX Medical Sonova USA, Inc. | ||
CPG & Manufacturing |
Professional Services |
Education | ||
Deere & Co. Olympus The Coca Cola Company TruGreen W.L.Gore |
Cengage Learning Deloitte & Touche InXpress KPMG ServiceMaster Company |
Duke University Georgetown University Penn State University Univ. of Southern California Yale University Central IT Department |
Association |
Non-Profit |
Government | ||
American Association of Community Colleges American Diabetes Association Association of American Medical Colleges California Teachers Association National Education Association |
Anti-Defamation League Children’s Defense Fund NAACP The National Geographic Society YMCA of the U.S.A. |
California Public Employees Retirement System Federal Deposit Insurance Corporation (FDIC) NASA Research & Education Support Services National Institute of Health U.S. Dept. Of State | ||
Hotels |
Convention & Visitor Bureaus | |
Accor Best Western Hotels & Resorts Marriott International Radisson Hotel Group Taj Hotels, Palaces & Resorts |
Visit Dallas Visit Anaheim New Orleans & Company Department of Culture and Tourism Abu Dhabi Hong Kong Tourism Board | |
Customer Count |
12/31/2018 |
12/31/2019 |
6/30/2020 |
12/31/2020 |
6/30/2021 |
|||||||||||||||
Event Cloud | 11,051 | 13,006 | 12,902 | 12,018 | 10,822 | |||||||||||||||
Hospitality Cloud |
11,044 | 14,102 | 14,895 | 13,883 | 12,268 | |||||||||||||||
Overall |
21,944 |
26,725 |
27,400 |
25,532 |
22,725 |
• | small and large event technology providers that compete with one or some of the components of our platform, such as event marketing, consumer ticketing, registration management, onsite solutions, mobile event apps and venue sourcing and booking; |
• | providers that exclusively offer point solutions for hosting events; |
• | in-house developed solutions that are difficult to maintain and do not integrate into marketing automation or CRM systems; |
• | meeting and event management firms that offer their own custom-built event technology or leverage other commercial tools to run events for organizations of all sizes; |
• | venue searches and bookings processed by phone or email, and budget and expense through spreadsheets; |
• | online group sourcing and booking solutions, including group buying websites, consolidators and wholesalers of meeting products and services, and search websites; and |
• | hotel and venue direct websites and their call centers that provide direct sourcing and booking solutions. |
• | breadth and depth of feature set; |
• | pricing; |
• | user experience; |
• | financial viability; |
• | industry expertise; |
• | proven customer references; |
• | global client support and implementation services; |
• | scalability and security; |
• | privacy and industry-specific compliance with regulations; |
• | integration into other enterprise software solutions; and |
• | terms and commissions for direct booking. |
• | Denominator: |
• | Numerator: |
Three Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands, apart from percentage) |
||||||||
Revenue by cloud: |
||||||||
Event cloud |
$ | 85,590 | $ | 76,703 | ||||
Hospitality cloud |
37,224 | 48,455 | ||||||
|
|
|
|
|||||
Total revenue |
$ | 122,814 | $ | 125,158 | ||||
|
|
|
|
|||||
Percentage of revenue by cloud: |
||||||||
Event cloud |
69.7 | % | 61.3 | % | ||||
Hospitality cloud |
30.3 | % | 38.7 | % | ||||
|
|
|
|
|||||
Total |
100.0 | % | 100.0 | % | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands, apart from percentage) |
||||||||
Revenue by cloud: |
||||||||
Event cloud |
$ | 166,723 | $ | 165,158 | ||||
Hospitality cloud |
73,378 | 99,550 | ||||||
|
|
|
|
|||||
Total revenue |
$ | 240,101 | $ | 264,708 | ||||
|
|
|
|
|||||
Percentage of revenue by cloud: |
||||||||
Event cloud |
69.4 | % | 62.4 | % | ||||
Hospitality cloud |
30.6 | % | 37.6 | % | ||||
|
|
|
|
|||||
Total |
100.0 | % | 100.0 | % | ||||
|
|
|
|
Years Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
(in thousands, apart from percentage) |
||||||||||||
Revenue by cloud: |
||||||||||||
Event cloud |
$ | 316,080 | $ | 379,216 | $ | 325,219 | ||||||
Hospitality cloud |
182,620 | 188,388 | 154,796 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
|
|
|
|
|
|
|||||||
Percentage of revenue by cloud: |
||||||||||||
Event cloud |
63.4 | % | 66.8 | % | 67.8 | % | ||||||
Hospitality cloud |
36.6 | % | 33.2 | % | 32.2 | % | ||||||
|
|
|
|
|
|
|||||||
Total |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
|
|
|
|
|
|
Three Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
$ | 85,590 | $ | 76,703 | ||||
Hospitality cloud |
37,224 | 48,455 | ||||||
|
|
|
|
|||||
Total revenue |
122,814 | 125,158 | ||||||
Cost of revenue |
45,999 | 42,485 | ||||||
|
|
|
|
|||||
Gross profit |
76,815 | 82,673 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
33,070 | 32,474 | ||||||
Research and development |
24,657 | 22,875 | ||||||
General and administrative |
21,600 | 20,446 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
12,929 | 13,468 | ||||||
|
|
|
|
|||||
Total operating expenses |
92,256 | 89,263 | ||||||
|
|
|
|
|||||
Loss from operations |
(15,441 | ) | (6,590 | ) | ||||
Interest expense |
(7,638 | ) | (8,828 | ) | ||||
Amortization of deferred financial costs and debt discount |
(941 | ) | (951 | ) | ||||
Loss on divestures, net |
— | (9,634 | ) | |||||
Other income, net |
3,998 | 20 | ||||||
|
|
|
|
|||||
Loss before income taxes |
(20,022 | ) | (25,983 | ) | ||||
Provision for income taxes |
1,825 | 2,018 | ||||||
|
|
|
|
|||||
Net loss |
$ | (21,847 | ) | $ | (28,001 | ) | ||
|
|
|
|
Three Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
69.7 | % | 61.3 | % | ||||
Hospitality cloud |
30.3 | % | 38.7 | % | ||||
|
|
|
|
|||||
Total revenue |
100.0 | % | 100.0 | % | ||||
Cost of revenue |
37.5 | % | 33.9 | % | ||||
|
|
|
|
|||||
Gross profit |
62.5 | % | 66.1 | % | ||||
Operating expenses: |
||||||||
Sales and marketing |
26.9 | % | 25.9 | % | ||||
Research and development |
20.1 | % | 18.3 | % | ||||
General and administrative |
17.6 | % | 16.3 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
10.5 | % | 10.8 | % | ||||
|
|
|
|
|||||
Total operating expenses |
75.1 | % | 71.3 | % | ||||
|
|
|
|
|||||
Loss from operations |
(12.6 | )% | (5.3 | )% | ||||
Interest expense |
(6.2 | )% | (7.1 | )% | ||||
Amortization of deferred financial costs and debt discount |
(0.8 | )% | (0.8 | )% | ||||
Loss on divestures, net |
0.0 | % | (7.7 | )% | ||||
Other income, net |
3.3 | % | 0.0 | % | ||||
|
|
|
|
|||||
Loss before income taxes |
(16.3 | )% | (20.8 | )% | ||||
Provision for income taxes |
1.5 | % | 1.6 | % | ||||
|
|
|
|
|||||
Net loss |
(17.8 | )% | (22.4 | )% | ||||
|
|
|
|
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Revenue: |
||||||||||||||||
Event Cloud |
$ | 85,590 | $ | 76,703 | $ | 8,887 | 11.6 | % | ||||||||
Hospitality Cloud |
37,224 | 48,455 | (11,231 | ) | (23.2 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue |
$ | 122,814 | $ | 125,158 | $ | (2,344 | ) | (1.9 | )% | |||||||
|
|
|
|
|
|
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Cost of revenue |
$ | 45,999 | $ | 42,485 | $ | 3,514 | 8.3 | % |
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Operating Expenses: |
||||||||||||||||
Sales and marketing |
$ | 33,070 | $ | 32,474 | $ | 596 | 1.8 | % | ||||||||
Research and development |
24,657 | 22,875 | 1,782 | 7.8 | % | |||||||||||
General and administrative |
21,600 | 20,446 | 1,154 | 5.6 | % | |||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
12,929 | 13,468 | (539 | ) | (4.0 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
$ | 92,256 | $ | 89,265 | $ | 2,991 | 3.4 | % | ||||||||
|
|
|
|
|
|
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Interest expense |
$ | (7,638 | ) | $ | (8,828 | ) | $ | 1,190 | (13.5 | )% |
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Amortization of deferred financing costs and debt discount |
$ | (941 | ) | $ | (951 | ) | $ | 10 | 1.1 | % |
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Loss on divestitures, net |
$ | — | $ | (9,634 | ) | $ | 9,634 | 100.0 | % |
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Other income, net |
$ | 3,998 | $ | 20 | $ | 3,978 | 19,890.0 | % |
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Provision for income taxes |
$ | 1,825 | $ | 2,018 | $ | (193 | ) | (9.6 | )% |
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data: : |
||||||||
Revenue: |
||||||||
Event cloud |
$ | 166,723 | $ | 165,158 | ||||
Hospitality cloud |
73,378 | 99,550 | ||||||
|
|
|
|
|||||
Total revenue |
240,101 | 264,708 | ||||||
Cost of revenue |
89,844 | 94,446 | ||||||
|
|
|
|
|||||
Gross profit |
150,257 | 170,262 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
61,907 | 70,539 | ||||||
Research and development |
46,331 | 48,021 | ||||||
General and administrative |
38,354 | 43,638 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
25,964 | 26,925 | ||||||
|
|
|
|
|||||
Total operating expenses |
172,556 | 189,123 | ||||||
|
|
|
|
|||||
Loss from operations |
(22,299 | ) | (18,861 | ) | ||||
Interest expense |
(15,171 | ) | (19,544 | ) | ||||
Amortization of deferred financial costs and debt discount |
(1,884 | ) | (1,904 | ) | ||||
Loss on divestures, net |
— | (9,634 | ) | |||||
Other income, net |
4,271 | 1,457 | ||||||
|
|
|
|
|||||
Loss before income taxes |
(35,083 | ) | (48,486 | ) | ||||
Provision for income taxes |
3,325 | 4,222 | ||||||
|
|
|
|
|||||
Net loss |
$ | (38,408 | ) | $ | (52,708 | ) | ||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
69.4 | % | 62.4 | % | ||||
Hospitality cloud |
30.6 | % | 37.6 | % | ||||
|
|
|
|
|||||
Total revenue |
100.0 | % | 100.0 | % | ||||
Cost of revenue |
37.4 | % | 35.7 | % | ||||
|
|
|
|
|||||
Gross profit |
62.6 | % | 64.3 | % | ||||
Operating expenses: |
||||||||
Sales and marketing |
25.8 | % | 26.6 | % | ||||
Research and development |
19.3 | % | 18.1 | % | ||||
General and administrative |
16.0 | % | 16.5 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
10.8 | % | 10.2 | % | ||||
|
|
|
|
|||||
Total operating expenses |
71.9 | % | 71.4 | % | ||||
|
|
|
|
|||||
Loss from operations |
(9.3 | )% | (7.1 | )% | ||||
Interest expense |
(6.3 | )% | (7.4 | )% | ||||
Amortization of deferred financial costs and debt discount |
(0.8 | )% | (0.7 | )% | ||||
Loss on divestures, net |
0.0 | % | (3.6 | )% | ||||
Other income, net |
1.8 | % | 0.6 | % | ||||
|
|
|
|
|||||
Loss before income taxes |
(14.6 | )% | (18.3 | )% | ||||
Provision for income taxes |
1.4 | % | 1.6 | % | ||||
|
|
|
|
|||||
Net loss |
(16.0 | )% | (19.9 | )% | ||||
|
|
|
|
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Revenue: |
||||||||||||||||
Event cloud |
$ | 166,723 | $ | 165,158 | $ | 1,565 | 0.9 | % | ||||||||
Hospitality cloud |
73,378 | 99,550 | (26,172 | ) | (26.3 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue |
$ | 240,101 | $ | 264,708 | $ | (24,607 | ) | (9.3 | )% | |||||||
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Cost of revenue |
$ | 89,844 | $ | 94,446 | $ | (4,602 | ) | (4.9 | )% |
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Operating Expenses: |
||||||||||||||||
Sales and marketing |
$ | 61,907 | $ | 70,539 | $ | (8,632 | ) | (12.2 | )% | |||||||
Research and development |
46,331 | 48,021 | (1,690 | ) | (3.5 | % | ||||||||||
General and administrative |
38,354 | 43,638 | (5,284 | ) | (12.1 | )% | ||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
25,964 | 26,925 | (961 | ) | (3.6 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
$ | 172,556 | $ | 189,123 | $ | (16,567 | ) | (8.8 | )% | |||||||
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Interest expense |
$ | (15,171 | ) | $ | (19,544 | ) | $ | 4,373 | 22.4 | % |
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Amortization of deferred financing costs and debt discount |
$ | (1,884 | ) | $ | (1,904 | ) | $ | (20 | ) | 1.1 | % |
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Loss on divestitures, net |
$ | — | $ | (9,634 | ) | $ | 9,634 | 100.0 | % |
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Other income, net |
$ | 4,271 | $ | 1,457 | $ | 2,814 | 193.1 | % |
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Provision for income taxes |
$ | 3,325 | $ | 4,222 | $ | (897 | ) | (21.2 | )% |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
(in thousands) |
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
$ | 316,080 | $ | 379,216 | ||||
Hospitality cloud |
182,620 | 188,388 | ||||||
|
|
|
|
|||||
Total revenue |
498,700 | 567,604 | ||||||
Cost of revenue |
176,250 | 211,857 | ||||||
|
|
|
|
|||||
Gross profit |
322,450 | 355,747 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
128,388 | 155,801 | ||||||
Research and development |
87,866 | 96,012 | ||||||
General and administrative |
80,564 | 92,018 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
53,844 | 57,685 | ||||||
|
|
|
|
|||||
Total operating expenses |
350,662 | 401,516 | ||||||
|
|
|
|
|||||
Loss from operations |
(28,212 | ) | (45,769 | ) | ||||
Interest expense |
(35,557 | ) | (47,875 | ) | ||||
Amortization of deferred financial costs and debt discount |
(3,798 | ) | (3,836 | ) | ||||
Loss on divestures, net |
(9,634 | ) | — | |||||
Other income/(expense), net |
1,333 | (294 | ) | |||||
|
|
|
|
|||||
Loss before income taxes |
(75,868 | ) | (97,774 | ) | ||||
Provision for/(benefit from) income taxes |
7,865 | (6,013 | ) | |||||
|
|
|
|
|||||
Net loss |
$ | (83,733 | ) | $ | (91,761 | ) | ||
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
63.4 | % | 66.8 | % | ||||
Hospitality cloud |
36.6 | % | 33.2 | % | ||||
|
|
|
|
|||||
Total revenue |
100.0 | % | 100.0 | % | ||||
Cost of revenue |
35.3 | % | 37.3 | % | ||||
|
|
|
|
|||||
Gross profit |
64.7 | % | 62.7 | % | ||||
Operating expenses: |
||||||||
Sales and marketing |
25.7 | % | 27.4 | % | ||||
Research and development |
17.6 | % | 16.9 | % | ||||
General and administrative |
16.2 | % | 16.2 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
10.8 | % | 10.2 | % | ||||
|
|
|
|
|||||
Total operating expenses |
70.3 | % | 70.7 | % | ||||
|
|
|
|
|||||
Loss from operations |
(5.7 | )% | (8.1 | )% | ||||
Interest expense |
(7.1 | )% | (8.4 | )% | ||||
Amortization of deferred financial costs and debt discount |
(0.8 | )% | (0.7 | )% | ||||
Loss on divestures, net |
(1.9 | )% | — | |||||
Other income/(expense), net |
0.3 | % | (0.1 | )% | ||||
|
|
|
|
|||||
Loss before income taxes |
(15.2 | )% | (17.2 | )% | ||||
Provision for/(benefit from) income taxes |
1.6 | % | (1.1 | )% | ||||
|
|
|
|
|||||
Net loss |
(16.8 | )% | (16.2 | )% | ||||
|
|
|
|
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Revenue: |
||||||||||||||||
Event cloud |
$ | 316,080 | $ | 379,216 | $ | (63,136 | ) | (16.6 | )% | |||||||
Hospitality cloud |
182,620 | 188,388 | (5,768 | ) | (3.1 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue |
$ | 498,700 | $ | 567,604 | $ | (68,904 | ) | (12.1 | )% | |||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Cost of Revenue |
$ | 176,250 | $ | 211,857 | $ | (35,607 | ) | (16.8 | )% |
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Operating Expenses: |
||||||||||||||||
Sales and marketing |
$ | 128,388 | $ | 155,801 | $ | (27,413 | ) | (17.6 | )% | |||||||
Research and development |
87,866 | 96,012 | (8,146 | ) | (8.5 | )% | ||||||||||
General and administrative |
80,564 | 92,018 | (11,454 | ) | (12.4 | )% | ||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
53,844 | 57,685 | (3,841 | ) | (6.7 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
$ | 350,662 | $ | 401,516 | $ | (50,854 | ) | (12.7 | )% | |||||||
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Interest expense |
$ | (35,557 | ) | $ | (47,875 | ) | $ | 12,318 | 25.7 | % |
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Amortization of deferred financing costs and debt discount |
$ | (3,798 | ) | $ | (3,836 | ) | $ | (38 | ) | (1.0 | )% |
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Loss on divestitures, net |
$ | (9,634 | ) | $ | — | $ | (9,634 | ) | (100.0 | )% |
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Other income/(expense), net |
$ | 1,333 | $ | (294 | ) | $ | 1,627 | 553.4 | % |
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Provision for/(benefit from) income taxes |
$ | 7,865 | $ | (6,013 | ) | $ | 13,878 | 230.8 | % |
Year Ended December 31, |
||||||||
2019 |
2018 |
|||||||
(in thousands) |
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
$ | 379,216 | $ | 325,219 | ||||
Hospitality cloud |
188,388 | 154,796 | ||||||
|
|
|
|
|||||
Total revenue |
567,604 | 480,015 | ||||||
Cost of revenue |
211,857 | 165,181 | ||||||
|
|
|
|
|||||
Gross profit |
355,747 | 314,834 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
155,801 | 126,531 | ||||||
Research and development |
96,012 | 78,447 | ||||||
General and administrative |
92,018 | 76,155 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
57,685 | 60,494 | ||||||
|
|
|
|
|||||
Total operating expenses |
401,516 | 341,627 | ||||||
|
|
|
|
|||||
Loss from operations |
(45,769 | ) | (26,793 | ) | ||||
Interest expense |
(47,875 | ) | (42,259 | ) | ||||
Amortization of deferred financial costs and debt discount |
(3,836 | ) | (3,704 | ) | ||||
Other expense, net |
(294 | ) | (1,391 | ) | ||||
|
|
|
|
|||||
Loss before income taxes |
(97,774 | ) | (74,147 | ) | ||||
Benefit from income taxes |
(6,013 | ) | (20,107 | ) | ||||
|
|
|
|
|||||
Net loss |
$ | (91,761 | ) | $ | (54,040 | ) | ||
|
|
|
|
Year Ended December 31, |
||||||||
2019 |
2018 |
|||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Event cloud |
66.8 | % | 67.8 | % | ||||
Hospitality cloud |
33.2 | % | 32.2 | % | ||||
|
|
|
|
|||||
Total revenue |
100.0 | % | 100.0 | % | ||||
Cost of revenue |
37.3 | % | 34.4 | % | ||||
|
|
|
|
|||||
Gross profit |
62.7 | % | 65.6 | % | ||||
Operating expenses: |
||||||||
Sales and marketing |
27.4 | % | 26.4 | % | ||||
Research and development |
16.9 | % | 16.3 | % | ||||
General and administrative |
16.2 | % | 15.9 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
10.2 | % | 12.6 | % | ||||
|
|
|
|
|||||
Total operating expenses |
70.7 | % | 71.2 | % | ||||
|
|
|
|
|||||
Loss from operations |
(8.1 | )% | (5.6 | )% | ||||
Interest expense |
(8.4 | )% | (8.8 | )% | ||||
Amortization of deferred financial costs and debt discount |
(0.7 | )% | (0.8 | )% | ||||
Other expense, net |
(0.1 | )% | (0.3 | )% | ||||
|
|
|
|
|||||
Loss before income taxes |
(17.2 | )% | (15.4 | )% | ||||
Benefit from income taxes |
(1.1 | )% | (4.2 | )% | ||||
|
|
|
|
|||||
Net loss |
(16.2 | )% | (11.3 | )% | ||||
|
|
|
|
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
Revenue: |
||||||||||||||||
Event cloud |
$ | 379,216 | $ | 325,219 | $ | 53,997 | 16.6 | % | ||||||||
Hospitality cloud |
188,388 | 154,796 | 33.592 | 21.7 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue |
$ | 567,604 | $ | 480,015 | $ | 87,589 | 18.2 | % | ||||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
Cost of revenue |
$ | 211,857 | $ | 165,181 | $ | 46,676 | 28.3 | % |
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
Operating Expenses: |
||||||||||||||||
Sales and marketing |
$ | 155,801 | $ | 126,531 | $ | 29,270 | 23.1 | % | ||||||||
Research and development |
96,012 | 78,447 | 17,565 | 22.4 | % | |||||||||||
General and administrative |
92.018 | 76,155 | 15,863 | 20.8 | % | |||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
57,685 | 60,494 | (2,809 | ) | (4.6 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
$ | 401,516 | $ | 341.627 | $ | 59,889 | 17.5 | % | ||||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Interest expense |
$ | (47,875 | ) | $ | (42,259 | ) | $ | (5,616 | ) | (13.3 | )% |
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Amortization of deferred financing costs and debt discount |
$ | (3,836 | ) | $ | (3,704 | ) | $ | (132 | ) | (3.6 | )% |
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Other expense, net |
$ | (294 | ) | $ | (1,391 | ) | $ | 1,097 | 78.9 | % |
Year Ended December 31, |
||||||||||||||||
2019 |
2018 |
$ Change |
% Change |
|||||||||||||
(in thousands) |
||||||||||||||||
Benefit from income taxes |
$ | (6,013 | ) | $ | (20,107 | ) | $ | 14,094 | 70.1 | % |
For the Three Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Adjusted EBITDA: |
||||||||
Net loss |
$ | (21,847 | ) | $ | (28,001 | ) | ||
Adjustments |
||||||||
Interest expense |
7,638 | 8,828 | ||||||
Amortization of deferred financing costs and debt discount |
941 | 951 | ||||||
Loss on divestitures, net (1) |
— | 9,634 | ||||||
Other income, net |
(3,998 | ) | (20 | ) | ||||
Provision for |
1,825 | 2,018 | ||||||
Depreciation |
2,901 | 4,017 | ||||||
Amortization of software development costs |
15,214 | 14,336 | ||||||
Intangible asset amortization |
12,929 | 13,468 | ||||||
Stock-based compensation expense |
7,815 | 4,831 | ||||||
Restructuring expense (2) |
312 | 3,784 | ||||||
Impact of adjustments to acquired unearned revenue (3) |
42 | — | ||||||
Cost related to acquisitions (4) |
764 | 182 | ||||||
Other items (5) |
289 | 2,238 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 24,825 | $ | 36,266 | ||||
|
|
|
|
|||||
Adjusted EBITDA Margin: |
||||||||
Revenue |
$ | 122,814 | $ | 125,158 | ||||
Adjusted Revenue (6) |
$ | 122,856 | $ | 125,158 | ||||
Net loss margin (6) |
(17.8 | )% | (22.4 | )% | ||||
Adjusted EBITDA margin (6) |
20.2 | % | 29.0 | % |
For the Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Adjusted EBITDA: |
||||||||
Net loss |
$ | (38,408 | ) | $ | (52,708 | ) | ||
Adjustments |
||||||||
Interest expense |
15,171 | 19,544 | ||||||
Amortization of deferred financing costs and debt discount |
1,884 | 1,904 | ||||||
Loss on divestitures, net (1) |
— | 9,634 | ||||||
Other income, net |
(4,271 | ) | (1,457 | ) | ||||
Provision for income taxes |
3,325 | 4,222 | ||||||
Depreciation |
5,985 | 8,268 | ||||||
Amortization of software development costs |
30,409 | 28,594 | ||||||
Intangible asset amortization |
25,964 | 26,925 | ||||||
Stock-based compensation expense |
8,423 | 9,678 | ||||||
Restructuring expense (2) |
566 | 3,933 | ||||||
Impact of adjustments to acquired unearned revenue (3) |
42 | 374 | ||||||
Cost related to acquisitions (4) |
1,186 | 676 | ||||||
Other items (5) |
(2,802 | ) | 3,279 | |||||
|
|
|
|
|||||
Adjusted EBITDA |
47,474 | 62,866 | ||||||
|
|
|
|
|||||
Adjusted EBITDA Margin: |
||||||||
Revenue |
$ | 240,101 | $ | 264,708 | ||||
Adjusted Revenue (6) |
$ | 240,143 | $ | 265,082 | ||||
Net loss margin (6) |
(16.0 | )% | (19.9 | )% | ||||
Adjusted EBITDA margin (6) |
19.8 | % | 23.7 | % |
For the Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Adjusted EBITDA: |
||||||||||||
Net loss |
$ | (83,733 | ) | $ | (91,761 | ) | $ | (54,040 | ) | |||
Adjustments |
||||||||||||
Interest expense |
35,557 | 47,875 | 42,259 | |||||||||
Amortization of deferred financing costs and debt discount |
3,798 | 3,836 | 3,704 | |||||||||
Loss on divestitures, net (1) |
9,634 | — | — | |||||||||
Other income/(expense), net |
(1,333 | ) | 294 | 1,391 | ||||||||
Provision for/(benefit from) income taxes |
7,865 | (6,013 | ) | (20,107 | ) | |||||||
Depreciation |
15,141 | 16,163 | 14,664 | |||||||||
Amortization of software development costs |
58,606 | 48,572 | 40,250 | |||||||||
Intangible asset amortization |
53,844 | 55,815 | 53,900 | |||||||||
Stock-based compensation expense |
17,695 | 18,833 | 17,911 | |||||||||
Restructuring expense (2) |
7,400 | 3,230 | 3,538 | |||||||||
Impact of adjustments to acquired unearned revenue (3) |
374 | 4,876 | 2,481 | |||||||||
Cost related to acquisitions (4) |
877 | 4,164 | 2,914 | |||||||||
Other items (5) |
3,853 | 7,096 | 2,515 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ | 129,578 | $ | 112,980 | $ | 111,380 | ||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA Margin: |
||||||||||||
Revenue |
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
Adjusted Revenue (6) |
$ | 499,075 | $ | 572,481 | $ | 482,496 | ||||||
Net loss margin (6) |
(16.8 | )% | (16.2 | )% | (11.3 | )% | ||||||
Adjusted EBITDA margin (6) |
26.0 | % | 19.7 | % | 23.1 | % |
(1) | Loss on divestitures, net is the result of the divestiture of Kapow Events in June 2020. |
(2) | Restructuring expense includes costs associated with severance related to the global reduction in force that took place in May 2020 in response to the global COVID-19 pandemic, severance to employees of acquired entities, retention bonuses to employees of acquired entities, costs to discontinue use of a back-office system and closing of office space. |
(3) | Represents the impact of adjustments to acquired unearned revenue relating to services billed by an acquired company, including QuickMobile, Social Tables, DoubleDutch and Wedding Spot, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition, less revenue recognized prior to the acquisition. |
(4) | Represents costs incurred in association with acquisition activity, including due diligence and post- acquisition earn out payments. |
(5) | Includes other costs associated with litigation, private equity management fees, and credit facility fees, net of the gain from government subsidies related to global COVID-19 pandemic. |
(6) | Net loss margin represents net loss divided by revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue adjusted for the impact of adjustments to acquired unearned revenue. |
For the Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands) |
||||||||
Net cash provided by operating activities |
$ | 95,598 | $ | 46,819 | ||||
Net cash used in investing activities |
(48,274 | ) | (32,015 | ) | ||||
Net cash (used in)/provided by financing activities |
(16,902 | ) | 35,594 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(744 | ) | (3,301 | ) | ||||
|
|
|
|
|||||
Change in cash, cash equivalents, and restricted cash |
29,678 | 47,097 | ||||||
Cash, cash equivalents, and restricted cash at beginning of year |
65,470 | 72,271 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash at end of year |
$ | 95,148 | $ | 119,818 | ||||
|
|
|
|
|||||
Cash paid for interest |
$ | 15,181 | $ | 19,531 |
For the Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
(in thousands) |
||||||||||||
Net cash provided by operating activities |
$ | 29,099 | $ | 48,029 | $ | 49,773 | ||||||
Net cash used in investing activities |
(42,571 | ) | (73,754 | ) | (177,769 | ) | ||||||
Net cash provided by financing activities |
5,528 | 20,352 | 86,202 | |||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
693 | 255 | 1,029 | |||||||||
|
|
|
|
|
|
|||||||
Change in cash, cash equivalents, and restricted cash |
(7,251 | ) | (5,118 | ) | (40,765 | ) | ||||||
Cash, cash equivalents, and restricted cash at beginning of year |
72,721 | 77,839 | 118,604 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents, and restricted cash at end of year |
$ | 65,470 | $ | 72,721 | $ | 77,839 | ||||||
|
|
|
|
|
|
|||||||
Cash paid for interest |
$ | 35,552 | $ | 47,856 | $ | 41,905 |
• | contemporaneous independent valuations performed at periodic intervals by an unrelated third-party valuation specialist; |
• | the nature of the business and its history since inception; |
• | the economic outlook in general and the condition and outlook of the specific industry; |
• | the book value of the stock and the financial condition of the business; |
• | the operating and financial performance and forecast; |
• | whether or not we have goodwill or other intangible values; |
• | marketability of the common stock; |
• | the hiring of key personnel; |
• | any corporate or asset acquisitions, or divestitures; |
• | present value of estimated future cash flows; |
• | the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of the company, given prevailing market condition and the nature and history of the business; |
• | illiquidity of stock-based awards involving securities in a private company; |
• | the market performance of comparable publicly traded technology companies; and |
• | the U.S. and global capital market conditions. |
• | Rajeev Aggarwal, Founder, Chief Executive Officer and Director; |
• | Charles Ghoorah, Co-founder, President of Worldwide Sales and Marketing; |
• | David Quattrone, Co-founder, Chief Technology Officer; |
• | Lawrence Samuelson, Senior Vice President, General Counsel and Corporate Secretary; and |
• | William Newman, III, Senior Vice President and Chief Financial Officer. |
• | attract and retain talented and experienced executives in our industry; |
• | reward executives whose knowledge, skills, and performance are critical to our success; |
• | align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value and rewarding executive officers when stockholder value increases; |
• | ensure fairness among the executive management team by recognizing the (i) function and subject matter expertise each executive officer performs and (ii) contributions each executive makes to our success; |
• | foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and our company; and |
• | compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives. |
• | base salary; |
• | annual cash incentive awards linked to overall corporate and individual performance; |
• | periodic grants of long-term equity-based compensation, such as options; |
• | other executive benefits and perquisites; and |
• | employment agreements, which contain termination benefits. |
Name |
Incentive Target (%) |
Incentive Target ($) |
Bonus Amount Earned ($) |
|||||||||
Rajeev Aggarwal |
35.6 | 162,000 | 149,850 | |||||||||
Charles Ghoorah |
36.0 | 129,780 | 121,344 | |||||||||
David Quattrone |
35.1 | 160,680 | 151,039 | |||||||||
Lawrence Samuelson |
29.0 | 92,700 | 87,138 | |||||||||
William Newman, III |
27.3 | 78,000 | 72,150 |
• | health insurance; |
• | vacation, personal holidays and sick days; |
• | life insurance and supplemental life insurance; |
• | short-term and long-term disability; and |
• | a 401(k) plan with matching contributions. |
Name and Principal Position |
Year |
Salary ($)(1) |
Bonus ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($)(2) |
Total |
||||||||||||||||||||||
Rajeev Aggarwal, Chief Executive Officer and Director |
2020 | 235,454 | 149,850 | (4) | 3,500 | $ | 338,804 | |||||||||||||||||||||||
Charles Ghoorah, President of Worldwide Sales and Marketing |
2020 | 302,820 | 64,890 | (3) | 121,344 | (4) | 3,500 | $ | 721,751 | |||||||||||||||||||||
229,197 | (5) | |||||||||||||||||||||||||||||
David Quattrone, Chief Technology Officer |
2020 | 411,588 | 80,340 | (3) | 151,039 | (4) | 3,500 | $ | 646,467 | |||||||||||||||||||||
Lawrence Samuelson, SVP, General Counsel & Corporate Secretary |
2020 | 297,747 | 46,350 | (3) | 87,138 | (4) | 3,500 | $ | 434,735 | |||||||||||||||||||||
William Newman, III, SVP & Chief Financial Officer |
2020 | 268,840 | 39,000 | (3) | 72,150 | (4) | 1,072 | $ | 381,062 |
(1) | The amounts reported in the “ Salary |
(2) | The amounts reported in the All Other Compensation column reflect Cvent matches under Cvent’s 401(k) plan for each of the named executive officers. |
(3) | The amounts reported in the Bonus column reflect special retention bonus payment amounts, which were payable to all employees, including the named executive officers, in 2020. |
(4) | The amounts reported in the Non-Equity Incentive Compensation column reflect amounts earned in 2020, which were paid during 2021, under the management incentive plan based on the achievement of company goals and individual objectives. See “ —Non-Equity Incentive Compensation—Performance Based Annual Cash Incentive Awards” “—Grants of Plan-Based Awards During 2020 |
(5) | The amount reported in the Non-Equity Incentive Compensation column for Mr. Ghoorah reflects the actual amount earned by Mr. Ghoorah under Cvent’s Sales Incentive Compensation Plan. See “ —Non-Equity Incentive Compensation—Commissions |
Name |
Grant Date |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
||||||||||
Target ($) |
Maximum ($) |
|||||||||||
Rajeev Aggarwal |
— | 162,000 | (1) | 192,375 | (4) | |||||||
Charles Ghoorah |
— | 129,780 | (1) | 150,869 | (4) | |||||||
— | 229,265 | (2) | — | |||||||||
David Quattrone |
— | 160,680 | (1) | |
184,782 |
(4) | ||||||
Lawrence Samuelson |
— | 92,700 | (1) | 106,605 | (4) | |||||||
William Newman, III |
— | 78,000 | (1) | 92,625 | (4) | |||||||
11/13/2020 | 120,000 | (3) | — |
(1) | The amounts reported in these columns reflect the target annual performance-based cash bonus opportunity for each of our named executive officers under our management incentive plan for fiscal year 2020, the terms of which are summarized under “ Annual Bonus —Non-Equity Incentive Compensation—Performance Based Annual Cash Incentive Awards —Non-Equity Incentive Compensation—Performance Based Annual Cash Incentive Awards |
(2) | Mr. Ghoorah is eligible for commissions pursuant to Cvent’s Sales Incentive Compensation Plan. Mr. Ghoorah’s earned $229,265 upon achievement of 100% of his annual goals for the year ended December 31, 2020. See “ —Non-Equity Incentive Compensation—Commissions |
(3) | On November 13, 2020, Mr. Newman was granted an Incentive with a target amount equal to $120,000. See “ —Long-Term Incentive Compensation—Cash-Incentive Compensation |
(4) | Depending upon corporate performance, an executive officer may receive up to 125% of his or her target corporate performance bonus amount. Depending upon the individual’s performance, an executive officer may receive up to 100% of his or her target individual performance bonus amount. See “— Non-Equity Incentive Compensation—Performance Based Annual Cash Incentive Awards. |
Option Awards (1) |
||||||||||||||||
Name and Principal Position |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
||||||||||||
Rajeev Aggarwal, Chief Executive Officer and Director |
20,012 | (2) (3) | — | 1,664.02 | 5/26/2027 | |||||||||||
300 | — | 1,664.02 | 8/29/2027 | |||||||||||||
Charles Ghoorah, President of Worldwide Sales and Marketing |
10,787 | (2) (4) | — | 1,664.02 | 5/26/2027 | |||||||||||
30 | — | 1,664.02 | 8/29/2027 |
Option Awards (1) |
||||||||||||||||
Name and Principal Position |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
||||||||||||
David Quattrone, Chief Technology Officer |
10,787 | (2) (5) | — | 1,664.02 | 5/26/2027 | |||||||||||
30 | — | 1,664.02 | 8/29/2027 | |||||||||||||
Lawrence Samuelson, SVP, General Counsel & Corporate Secretary |
1,683 | (2) | — | 1,664.02 | 5/26/2027 | |||||||||||
William Newman, III, SVP & Chief Financial Officer |
721 | (2) | — | 1,664.02 | 5/26/2027 | |||||||||||
58 | 59 | (6) | 2,172.01 | 11/15/2028 | ||||||||||||
40 | (7) | 2,451.67 | 11/15/2029 |
(1) | For each named executive officer, the Options disclosed in this table are subject to service-based vesting requirements. See “ —Potential Payments upon a Termination or Change in Control |
(2) | The Options disclosed in this column are subject to service-based vesting requirements as follows: 25% of the time-vesting Options vested on the first anniversary of the specified vesting commencement date and the remaining 75% vested in equal installments at the end of each full three month calendar month period thereafter, subject to the Option holder’s continuous service with us through each applicable vesting date. All of the Options held by the named executive officer pursuant to this award were fully vested as of December 31, 2020. |
(3) | In calendar year 2019, Mr. Aggarwal exercised 15,745 previously granted and vested Options and holds the corresponding number of shares of our common stock and the remaining 20,012 fully vested Options. |
(4) | In calendar year 2019, Mr. Ghoorah transferred 1,798 fully vested Options to his family trust. The remaining Options are held individually by Mr. Ghoorah. |
(5) | In calendar year 2019, Mr. Quattrone transferred 1,500 fully vested Options to his family trust. The remaining Options are held individually by Mr. Quattrone. |
(6) | On November 15, 2018, Mr. Newman was granted 117 Options subject to service-based vesting requirements as follows: 31.25% of the Options vested on February 15, 2020 and the remaining 68.75% will vest in equal installments at the end of each full three month calendar period thereafter, subject to Mr. Newman’s continuous service with us through each applicable vesting date. |
(7) | On November 15, 2019, Mr. Newman was granted 40 Options subject to service-based vesting requirements as follows: 50% of the Options vested on March 1, 2021 and the remaining 50% will vest on March 1, 2022, subject to Mr. Newman’s continuous service with us through each applicable vesting date. None of the Options held by Mr. Newman pursuant to this award were fully vested as of December 31, 2020. |
Payable Upon a Termination Without Cause or Resignation for Good Reason |
Payable Upon a Change in Control |
|||||||||||||||||||
Name and Principal Position |
Continued Base Salary ($) (1) |
Annual Bonus for Year of Termination ($) (2) |
Continued Health Benefits ($) (3) |
Value of Accelerated Equity Awards ($) (4) |
Value of LTIP Incentives ($) |
|||||||||||||||
Rajeev Aggarwal, Chief Executive Officer and Director |
455,000 | 149,850 | |
20,149 |
|
— | — | |||||||||||||
Charles Ghoorah, President of Worldwide Sales and Marketing |
360,500 | 121,344 | 19,209 | — | — | |||||||||||||||
David Quattrone, Chief Technology Officer |
457,320 | 151,039 | 19,932 | — | — | |||||||||||||||
Lawrence Samuelson, SVP, General Counsel & Corporate Secretary |
319,300 | 87,138 | 8,922 | — | — | |||||||||||||||
William Newman, III, SVP & Chief Financial Officer |
286,000 | 72,150 | 3,048 | 7,728 (5 | ) | 120,000 (6 | ) |
(1) | For each named executive officer, the amounts disclosed in this column represent 12 months of base salary continuation as provided pursuant to his employment agreement upon a termination by Cvent without cause or by the named executive officer with good reason. For Messrs. Samuelson and Newman, this assumes that no remuneration was received by the named executive officer between the date that is 6 months following termination and the date that is 12 months following termination such that the base salary continuation would be subject to offset. See “ —Termination and Change in Control Arrangements—Employment Agreements |
(2) | For each named executive officer, the amounts disclosed in this column represent amounts earned under the management incentive plan based on the actual achievement of company goals and individual objectives for 2020 as provided pursuant to his employment agreement upon a termination by Cvent without cause or by the named executive officer with good reason. For each named executive officer, this assumes that the board of directors and CEO approved payment of the bonus based on actual performance. Assuming termination occurred on December 31, 2020, no proration has been applied. See “ —Termination and Change in Control Arrangements—Employment Agreements |
(3) | The amounts disclosed in this column represent health insurance premium reimbursements for a period of 12 months for Messrs. Aggarwal, Ghoorah and Quattrone, and for a period of 6 months for Messrs. Samuelson and Newman. See “— Termination and Change in Control Arrangements—Employment Agreements |
(4) | For each named executive officer, the amounts disclosed in this column represent the value of any outstanding unvested Options subject to acceleration upon a change in control of Cvent, which is the “spread” based on the board of directors approved independent valuation price per share as of December 31, 2020 of $2303.66 and the exercise price of the Options. |
(5) | On November 15, 2018, Mr. Newman was granted 117 Options with a strike price of $2,172.01. The Options are subject to service-based vesting requirements and any outstanding unvested Options will accelerate and vest upon a change in control of Cvent. Of the Options, 59 were outstanding and subject to acceleration upon a change in control as of December 31, 2020. See “ —Termination and Change in Control Arrangements—Stock Options. |
(6) | On November 13, 2020, Mr. Newman was granted an Incentive under the LTIP that will vest and be payable upon a change in control of Cvent where total equity return multiple is at least 2x. The amount disclosed in this column assumes 100% of the Incentive was payable upon a total equity return multiple of 2x. See “ —Termination and Change in Control Arrangements—LTIP. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Total ($) |
|||||||||
Sanju Bansal |
— | — | (1) | — |
(1) | On November 12, 2018, Mr. Bansal received 156 Options. Of the Options, 50% vested on the first anniversary of August 9, 2018, and the remaining 50% vest in equal installments at the end of each full three month calendar month period thereafter. In calendar year 2019, Mr. Bansal exercised 87 previously granted and vested Options and held the corresponding number of shares of our common stock as of December 31, 2020. As of December 31, 2020, Mr. Bansal held 69 unvested Options from this grant, which remain subject to Mr. Bansal’s continuous service with us through each applicable vesting date. On April 29, 2019, Mr. Bansal received 45 Options. Of the Options, 25% vested on the first anniversary of March 1, 2019 and the remaining 75% will vest in equal installments at the end of each full three month calendar month period thereafter, subject to Mr. Bansal’s continuous service with us through each applicable vesting date. Of the Options granted to Mr. Basal in 2019, 19 were vested as of December 31, 2020. Mr. Bansal did not receive Options in 2020. |
Name |
Age |
Position | ||
Rajeev K. Aggarwal | 52 | Founder, Chief Executive Officer and Director Nominee | ||
Charles Ghoorah | 52 | Co-founder, President of Worldwide Sales and Marketing | ||
David Quattrone | 48 | Co-founder, Chief Technology Officer | ||
William J. Newman, III | 46 | Senior Vice President and Chief Financial Officer | ||
Lawrence J. Samuelson | 51 | Senior Vice President, General Counsel and Corporate Secretary | ||
Betty Hung | 51 | Director Nominee | ||
Maneet Saroya | 41 | Director Nominee |
• | the company has a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange; |
• | the company has a compensation committee that is composed entirely of independent directors; and |
• | the company has a nominating and corporate governance committee that is composed entirely of independent directors. |
Board Member |
Audit Committee |
Compensation and Nominating Committee | ||
• | appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm; |
• | pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; |
• | review our policies on risk assessment and risk management; |
• | reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; |
• | reviewing the adequacy of our internal control over financial reporting; |
• | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
• | recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K; |
• | monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; |
• | preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement; |
• | reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and |
• | reviewing and discussing with management and our independent registered public accounting firm our earnings releases. |
• | annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer; |
• | evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer; |
• | reviewing and approving the compensation of our other executive officers; |
• | appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating Committee; |
• | conducting the independence assessment outlined in the Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating Committee; |
• | annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq; |
• | reviewing and establishing our overall management compensation, philosophy and policy; |
• | overseeing and administering our compensation and similar plans; |
• | reviewing and making recommendations to the New Cvent Board with respect to director compensation; |
• | reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K; |
• | developing and recommending to the New Cvent Board criteria for board and committee membership; |
• | identifying and recommending to the New Cvent Board the persons to be nominated for election as directors and to each of our board committees; |
• | developing and recommending to the New Cvent Board best practices and corporate governance principles; |
• | developing and recommending to the New Cvent Board a set of corporate governance guidelines; |
• | reviewing and recommending to the New Cvent Board the functions, duties and compositions of the committees of the Board; |
• | reviewing and making recommendations to the New Cvent Board with respect to Environmental, Social and Governance (“ ESG ”) strategy, policies and procedures (including the Sustainability Policy) and emergent ESG-related trends and issues (including climate change and human capital management) in connection with New Cvent’s business activities, to encourage long-term sustainable performance, manage ESG risks, and effectively communicate ESG initiatives to stakeholders, including ESG ratings agencies; |
• | reviewing and discussing with management ESG reports by management and ESG efforts that management has implemented to monitor and address New Cvent’s impact on ESG issues; and |
• | reviewing and assessing shareholder proposals submitted to New Cvent for inclusion in New Cvent’s proxy statement, including an assessment of the relevance and significance of the proposal. |
• | each person known by Dragoneer to be the beneficial owner of more than 5% of Dragoneer’s outstanding ordinary shares on the record date; |
• | each person known by Dragoneer who may become beneficial owner of more than 5% of outstanding New Cvent Common Stock immediately following the Business Combination; |
• | each of Dragoneer’s current executive officers and directors; |
• | each person who will become an executive officer or a director of New Cvent upon consummation of the Business Combination; |
• | all of Dragoneer’s current executive officers and directors as a group; and |
• | all of New Cvent’s executive officers and directors as a group after the consummation of the Business Combination. |
After Business Combination |
||||||||||||||||||||||||
Prior to Business Combination(2) |
Assuming No Redemptions(3) |
Assuming Maximum Redemptions(4) |
||||||||||||||||||||||
Name and Address of Beneficial Owners(1) |
Number of Shares |
% |
Number of Shares |
% |
Number of Shares |
% |
||||||||||||||||||
Directors and officers prior to the Business Combination: |
||||||||||||||||||||||||
Marc Stad(5) |
6,600,000 | |||||||||||||||||||||||
Pat Robertson(6) |
— | |||||||||||||||||||||||
Sarah J. Friar |
75,000 | |||||||||||||||||||||||
David D. Ossip |
75,000 | |||||||||||||||||||||||
Gokul Rajaram |
75,000 | |||||||||||||||||||||||
Jay Simons |
75,000 | |||||||||||||||||||||||
All directors and officers prior to the Business Combination (seven persons) |
6,900,000 |
After Business Combination |
||||||||||||||||||||||||
Prior to Business Combination(2) |
Assuming No Redemptions(3) |
Assuming Maximum Redemptions(4) |
||||||||||||||||||||||
Name and Address of Beneficial Owners(1) |
Number of Shares |
% |
Number of Shares |
% |
Number of Shares |
% |
||||||||||||||||||
Directors and named executive officers after the Business Combination: |
||||||||||||||||||||||||
Rajeev Aggarwal |
||||||||||||||||||||||||
Charles Ghoorah |
||||||||||||||||||||||||
David Quattrone |
||||||||||||||||||||||||
Lawrence Samuelson |
||||||||||||||||||||||||
William Newman |
||||||||||||||||||||||||
Betty Hung |
||||||||||||||||||||||||
Maneet Saroya |
||||||||||||||||||||||||
All directors and officers after the Business Combination as a group ([ ] persons) |
||||||||||||||||||||||||
Five Percent Holders: |
||||||||||||||||||||||||
Vista Funds(7) |
||||||||||||||||||||||||
Sponsor |
(1) | Unless otherwise noted, the business address of each of the directors and officers prior to the Business Combination is One Letterman Drive, Building D Suite M500, San Francisco, CA 94129 and the business address of each of the directors and officers after the Business Combination is 1765 Greensboro Station Place, 7th Floor, Tysons, VA 22201. |
(2) | Prior to the Business Combination, the percentage of beneficial ownership of Dragoneer on the record date is calculated based on (i) 27,600,000 Class A ordinary shares and (ii) 6,900,000 Class B ordinary shares, in each case, outstanding as of such date. |
(3) | The expected beneficial ownership of New Cvent immediately upon consummation of the Business Combination, assuming no holders of public shares exercise their redemption rights in connection therewith and the Closing occurs on [●], is based on [●] shares of New Cvent Common Stock outstanding as of such date, and consists of (i) 27,600,000 Class A ordinary shares that will convert into a like number of shares of New Cvent Common Stock, (ii) 6,900,000 Class B ordinary shares that will convert into a like number of shares of New Cvent Common Stock, (iii) 416,351,853 shares of New Cvent Common Stock that will be issued to the holders of shares of common stock of Cvent, (iv) 5,000,000 Class A ordinary shares that will be issued in connection with the forward purchase agreement substantially concurrently with the consummation of the Business Combination, (v) 47,500,000 shares of New Cvent Common Stock that will be issued in the PIPE Financing, (vi) 752,000 private placement shares held by Sponsor and (vii) 200,000 Class A ordinary shares that will be issued upon conversion of the principal amount of a working capital loan provided by Sponsor. |
(4) | The expected beneficial ownership of New Cvent immediately upon consummation of the Business Combination, assuming all holders of Dragoneer’s public shares exercise their redemption rights in connection therewith and the Closing occurs on [●], is based on [●] shares of New Cvent Common Stock outstanding as of such date, and consists of (i) 6,900,000 Class B ordinary shares that will convert into a like number of shares of New Cvent Common Stock, (ii) 416,351,853 shares of New Cvent Common Stock that will be issued to the holders of shares of common stock of Cvent, (iii) 5,000,000 Class A ordinary shares that will be issued in connection with the forward purchase agreement immediately prior to the closing of the Business Combination and (iv) 47,500,000 shares of New Cvent Common Stock that will be issued in the PIPE Financing, (v) 752,000 private placement shares held by Sponsor and (vi) 200,000 Class A ordinary shares that will be issued upon conversion of the principal amount of a working capital loan provided by Sponsor. |
(5) | Prior to the Business Combination, includes 6,600,000 Class B ordinary shares held in the name of Sponsor. Prior to the Business Combination, does not include 200,000 Class A ordinary shares that will be issued upon conversion of the principal amount of a working capital loan provided by Sponsor. Immediately upon consummation of the Business Combination, includes 5,000,000 Class A ordinary shares that will be issued in connection with the Forward Purchase Agreement to the Forward Purchaser, an affiliate of Sponsor, immediately prior to the closing of the Business Combination. Immediately upon consummation of the Business Combination, does not include 200,000 Class A ordinary shares that will be issued upon conversion of the principal amount of a working capital loan provided by Sponsor. Marc Stad is the sole member of the ultimate general partner of Dragoneer Interco Holdings LP, which is the ultimate manager of Sponsor. Mr. Stad is the sole member of the ultimate general partner of Dragoneer Global GP II, LLC, which is the general partner of Dragoneer Global Fund II, L.P., which is the manager of Dragoneer Funding II LLC. As a result of the foregoing relationships, Mr. Stad may be deemed to beneficially own securities held by Sponsor and Dragoneer Funding II LLC. |
(6) | Does not include any shares indirectly owned by this individual as a result of his membership interest in Sponsor. |
(7) | Represents [•] shares held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, [•] shares held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, and [•] shares held directly by VEPF VI FAF, L.P., or VEPF VI FAF. Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP’s sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management’s sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management’s sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. |
• | the related person’s relationship to us and interest in the transaction; |
• | the material facts of the proposed transaction, including the proposed aggregate value of the transaction; |
• | the impact on a director’s independence in the event the related person is a director or an immediate family member of the director; |
• | the benefits to Cvent of the proposed transaction; |
• | if applicable, the availability of other sources of comparable products or services; and |
• | an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. |
• | the amounts involved exceeded or will exceed $120,000; and |
• | any of its directors, executive officers, or holders of more than 5% of Company capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Delaware |
Cayman Islands | |||
Stockholder/Shareholder Approval of Business Combinations |
Mergers generally require approval of a majority of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a . |
Delaware |
Cayman Islands | |||
“scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting | ||||
Stockholder/Shareholder Votes for Routine Matters |
Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | Under Cayman Islands law and the Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | ||
Appraisal Rights |
Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | Minority shareholders that dissent from a Cayman Islands statutory merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | ||
Inspection of Books and Records |
Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | ||
Stockholder/Shareholder Lawsuits |
A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Governing Documents Proposal E). | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | ||
Fiduciary Duties of Directors |
Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances. |
Delaware |
Cayman Islands | |||
Indemnification of Directors and Officers |
A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | ||
Limited Liability of Directors |
Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | Liability of directors may be unlimited, except with regard to their own fraud or willful default. |
• | 1% of the total number of New Cvent Common Stock then outstanding; or |
• | the average weekly reported trading volume of the New Cvent Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | not later than the 90th day; and |
• | not earlier than the 120th day before the one-year anniversary of the preceding year’s annual meeting. |
Page |
||||
Audited Financial Statements of Dragoneer Growth Opportunities Corp. II |
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
Unaudited Financial Statements of Dragoneer Growth Opportunities Corp. II |
||||
F-17 | ||||
F-18 | ||||
F-19 | ||||
F-20 | ||||
F-21 | ||||
F-32 | ||||
F-33 | ||||
F-34 | ||||
F-35 | ||||
F-36 | ||||
Audited Financial Statements of Papay Topco, Inc. |
||||
F-47 | ||||
F-49 | ||||
F-50 | ||||
F-51 | ||||
F-52 | ||||
F-53 | ||||
Unaudited Financial Statements of Papay Topco, Inc. |
||||
F-90 | ||||
F-91 | ||||
F-92 | ||||
F-93 | ||||
F-94 |
/s/ WithumSmith+Brown, PC |
ASSETS |
||||
Current assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total Current Assets |
||||
Cash held in Trust Account |
||||
TOTAL ASSETS |
$ |
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||
Current liabilities - accrued expenses |
$ | |||
Deferred underwriting fee payable |
||||
Total Liabilities |
||||
Class A ordinary shares subject to possible redemption, |
||||
Shareholders’ Equity |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Shareholders’ Equity |
||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
Formation and operational costs |
$ | |||
Net Loss |
$ |
( |
) | |
Weighted average shares outstanding of Class A redeemable ordinary shares |
||||
Basic and diluted net income per ordinary share, Class A |
$ |
|||
Weighted average shares outstanding of Class A and B non-redeemable ordinary shares |
||||
Basic and diluted net loss per ordinary share, Class A and B |
$ |
( |
) | |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — September 25, 2020 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance — December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Payment of formation costs through issuance of Class B ordinary shares |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from sale of Public Shares, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Shares |
||||
Repayment of promissory note – related party |
( |
) | ||
Payments of offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net Change in Cash |
||||
Cash – Beginning |
||||
Cash – Ending |
$ |
|||
Non-Cash Investing and Financing Activities: |
||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ | |||
Change in value of Class A ordinary shares subject to possible redemption |
$ | ( |
) | |
Deferred underwriting fee payable |
$ | |||
Offering costs paid directly by Sponsor in consideration for the issuance of Class B ordinary shares |
$ | |||
Payment of offering costs through promissory note – related party |
$ | |||
For the Period from September 25, 2020 (inception) Through December 31, 2020 |
||||
Redeemable Class A Ordinary Shares |
||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares |
||||
Interest Income |
$ | |||
Net Earnings |
$ | |||
Denominator: Weighted Average Redeemable Class A Ordinary Shares |
||||
Redeemable Class A Ordinary Shares, Basic and Diluted |
||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares |
$ |
|||
Non-Redeemable Class A and B Ordinary Shares |
||||
Numerator: Net Loss minus Redeemable Net Earnings |
||||
Net Loss |
$ | ( |
) | |
Redeemable Net Earnings |
$ | |||
Non-Redeemable Net Loss |
$ |
( |
) | |
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares |
||||
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (1) |
||||
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares |
$ |
( |
) | |
(1) | The weighted average non-redeemable ordinary shares for the period from September 25, 2020 (inception) through December 31, 2020 includes the effect of |
March 31, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total Current Assets |
||||||||
Investment held in Trust Account |
||||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | $ | ||||||
Convertible note |
||||||||
Total Current Liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
Total Liabilities |
||||||||
Commitments |
||||||||
Class A ordinary shares subject to possible redemption |
||||||||
Shareholders’ Deficit |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ |
||||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ |
$ |
||||||
General and administrative expenses |
||||
Loss from operations |
( |
) | ||
Other income: |
||||
Interest earned on marketable securities held in Trust Account |
||||
Net loss |
$ |
( |
) | |
Weighted average shares outstanding of Class A redeemable ordinary shares |
||||
Basic and diluted income per share, Class A redeemable ordinary shares |
$ |
|||
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares |
||||
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares |
$ |
( |
) | |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
||||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Financing Activities |
||||
Proceeds from convertible promissory note – related party |
||||
Net cash provided by financing activities |
$ | |
||
Net Change in Cash |
||||
Cash – Beginning of period |
||||
Cash – End of period |
$ |
|||
As Previously Reported |
Adjustments |
As Revised |
||||||||||
Balance sheet as of November 19, 2020 |
||||||||||||
Class A Ordinary Shares Subject to Possible Redemption |
||||||||||||
Class A Ordinary Shares |
( |
) | ||||||||||
Additional Paid-in Capital |
( |
) | ||||||||||
Accumulated Deficit |
( |
) | ( |
) | ( |
) | ||||||
Total Shareholders’ Equity (Deficit) |
( |
) | ( |
) | ||||||||
Balance sheet as of December 31, 2020 |
||||||||||||
Class A Ordinary Shares Subject to Possible Redemption |
||||||||||||
Class A Ordinary Shares |
( |
) | ||||||||||
Additional Paid-in Capital |
( |
) | ||||||||||
Accumulated Deficit |
( |
) | ( |
) | ( |
) | ||||||
Total Shareholders’ Equity (Deficit) |
( |
) | ( |
) |
Three Months Ended March 31, 2021 |
||||
Redeemable Class A Ordinary Shares |
||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares |
||||
Interest Income |
$ | |||
Net Earnings |
$ | |||
Denominator: Weighted Average Redeemable Class A Ordinary Shares |
||||
Redeemable Class A Ordinary Shares, Basic and Diluted |
||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares |
$ | |||
Non-Redeemable Class A and B Ordinary Shares |
||||
Numerator: Net Loss minus Redeemable Net Earnings |
||||
Net Loss |
$ | ( |
) | |
Redeemable Net Earnings |
( |
) | ||
Non-Redeemable Net Loss |
$ | ( |
) | |
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares |
||||
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (1) |
||||
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares |
$ | ( |
) |
(1) | The weighted average non-redeemable ordinary shares for period ended March 31, 2021 includes the effect of |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
March 31, 2021 |
December 31, 2020 |
|||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account – Money Market Funds |
1 | $ | |
$ | |
June 30 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total Current Assets |
||||||||
Investment held in Trust Account |
||||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | $ | ||||||
Advance from related party |
||||||||
Convertible note - related party |
||||||||
Total Current Liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
Total Liabilities |
||||||||
Commitments and contingencies |
||||||||
Class A ordinary shares subject to possible redemption values asJune 30, 2021 and December 31, 2020 |
||||||||
Shareholders’ Deficit |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ outstanding (excluding 27,600,000 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020 |
||||||||
Class B ordinary shares, $ outstanding |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) | ( |
) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ |
$ |
||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2021 |
2021 |
|||||||
General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
) | ||||
Other income |
||||||||
Interest earned on marketable securities held in Trust Account |
||||||||
Net L oss |
$ |
( |
) |
$ |
( |
) | ||
Weighted average shares outstanding of Class A redeemable ordinary shares |
||||||||
Basic and diluted income per share, Class A redeemable ordinary shares |
$ | $ | ||||||
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares |
||||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares |
$ | ( |
) |
$ | ( |
) | ||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities |
||||
Advances from related party |
||||
Proceeds from convertible promissory note - related party |
||||
|
|
|||
Net cash provided by financing activities |
$ | |
||
|
|
|||
Net Change in Cash |
||||
Cash – Beginning of period |
||||
|
|
|||
Cash – End of period |
||||
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
Redeemable Class A Ordinary Shares |
||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares |
||||||||
Interest Income |
$ | $ | ||||||
|
|
|
|
|||||
Redeemable Net Earnings |
$ | $ | ||||||
|
|
|
|
|||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares |
||||||||
Redeemable Class A Ordinary Shares, Basic and Diluted |
||||||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares |
$ | $ | ||||||
Non-Redeemable Class A and B Ordinary Shares |
||||||||
Numerator: Net Loss minus Redeemable Net Earnings |
||||||||
Net Loss |
$ | ( |
) | $ | ( |
) | ||
Redeemable Net Earnings |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Non-Redeemable Net Loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares |
||||||||
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (1) |
||||||||
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares |
$ | ( |
) | $ | ( |
) |
(1) | The weighted average non-redeemable ordinary shares for period ended June 30, 2021 includes the effect of . |
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
June 30, |
December 31, 2020 |
|||||||||
Assets: |
|
|
||||||||||
Marketable securities held in Trust Account – Money Market Funds |
|
1 | |
$ | $ | |
December 31, |
||||||||
2020 |
2019 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 65,265 | $ | 72,315 | ||||
Restricted cash |
205 | 406 | ||||||
Short-term investments |
— | 982 | ||||||
Accounts receivable, net of allowance of $3.3 million and $1.9 million, respectively |
141,113 | 144,711 | ||||||
Capitalized commissions, net |
22,000 | 22,284 | ||||||
Prepaid expenses and other current assets |
12,415 | 12,452 | ||||||
|
|
|
|
|||||
Total current assets |
240,998 | 253,150 | ||||||
Property and equipment, net |
21,715 | 35,708 | ||||||
Capitalized software development costs, net |
124,030 | 143,575 | ||||||
Intangible assets, net |
272,416 | 325,082 | ||||||
Goodwill |
1,605,628 | 1,614,157 | ||||||
Operating lease right-of-use assets |
38,922 | 47,164 | ||||||
Capitalized commissions, net, non-current |
20,427 | 18,179 | ||||||
Deferred tax assets, non-current |
2,036 | 2,163 | ||||||
Other assets, non-current, net |
5,479 | 5,838 | ||||||
|
|
|
|
|||||
Total assets |
$ | 2,331,651 | $ | 2,445,016 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 17,920 | $ | 4,484 | ||||
Accounts payable |
4,078 | 5,889 | ||||||
Accrued expenses and other current liabilities |
81,939 | 72,776 | ||||||
Fees payable to customers |
16,872 | 58,928 | ||||||
Operating lease liabilities, current |
15,910 | 15,511 | ||||||
Deferred revenue |
207,622 | 225,131 | ||||||
|
|
|
|
|||||
Total current liabilities |
344,341 | 382,719 | ||||||
Deferred tax liabilities, non-current |
16,950 | 15,062 | ||||||
Long-term debt, net |
753,953 | 758,473 | ||||||
Operating lease liabilities, non-current |
40,317 | 49,015 | ||||||
Other liabilities, non-current |
5,239 | 3,966 | ||||||
|
|
|
|
|||||
Total liabilities |
1,160,800 | 1,209,235 | ||||||
Commitments and contingencies (Note 14) |
||||||||
Stockholders’ equity: |
||||||||
Common stock, $0.001 par value, 1,100,000 shares authorized at December 31, 2020 and 2019; 917,365 and 917,085 shares issued and outstanding as of December 31, 2020 and 2019, respectively |
1 | 1 | ||||||
Additional paid-in capital |
1,936,447 | 1,918,809 | ||||||
Accumulated other comprehensive loss |
(69 | ) | (1,234 | ) | ||||
Accumulated deficit |
(765,528 | ) | (681,795 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
1,170,851 | 1,235,781 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ | 2,331,651 | $ | 2,445,016 | ||||
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Revenue |
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
Cost of revenue |
176,250 | 211,857 | 165,181 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit |
322,450 | 355,747 | 314,834 | |||||||||
Operating expenses: |
||||||||||||
Sales and marketing |
128,388 | 155,801 | 126,531 | |||||||||
Research and development |
87,866 | 96,012 | 78,447 | |||||||||
General and administrative |
80,564 | 92,018 | 76,155 | |||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
53,844 | 57,685 | 60,494 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
350,662 | 401,516 | 341,627 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(28,212 | ) | (45,769 | ) | (26,793 | ) | ||||||
Interest expense |
(35,557 | ) | (47,875 | ) | (42,259 | ) | ||||||
Amortization of deferred financing costs and debt discount |
(3,798 | ) | (3,836 | ) | (3,704 | ) | ||||||
Loss on divestitures, net |
(9,634 | ) | — | — | ||||||||
Other income/(expense), net |
1,333 | (294 | ) | (1,391 | ) | |||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
(75,868 | ) | (97,774 | ) | (74,147 | ) | ||||||
Provision for/(benefit from) income taxes |
7,865 | (6,013 | ) | (20,107 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (83,733 | ) | $ | (91,761 | ) | $ | (54,040 | ) | |||
|
|
|
|
|
|
|||||||
Other comprehensive income/(loss): |
||||||||||||
|
|
|
|
|
|
|||||||
Foreign currency translation gain/(loss) |
1,165 | 1,376 | (307 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss |
$ | (82,568 | ) | $ | (90,385 | ) | $ | (54,347 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted net loss per common share |
$ | (91.30 | ) | $ | (100.81 | ) | $ | (60.04 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average common shares outstanding |
917,109 | 910,263 | 900,003 |
Common Stock |
Amount |
|||||||||||||||||||||||
Shares |
Amount |
Additional paid-in capital |
Accumulated deficit |
Accumulated other comprehensive income / (loss) |
Total stockholders’ equity |
|||||||||||||||||||
Balance as of January 1, 2018 |
900,000 | $ | 1 | $ | 1,853,065 | $ | (558,743 | ) | $ | (2,303 | ) | $ | 1,292,020 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative effect from adoption of ASC 606 |
— | — | — | 22,588 | — | 22,588 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted balance as of January 1, 2018 |
900,000 | $ | 1 | $ | 1,853,065 | $ | (536,155 | ) | $ | (2,303 | ) | $ | 1,314,608 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 18,609 | — | — | 18,609 | ||||||||||||||||||
Net loss |
— | — | — | (54,040 | ) | — | (54,040 | ) | ||||||||||||||||
Exercise of stock options |
28 | — | 26 | — | 26 | |||||||||||||||||||
Foreign currency translation gain/(loss) |
— | — | — | — | (307 | ) | (307 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2018 |
900,028 | $ | 1 | $ | 1,871,700 | $ | (590,195 | ) | $ | (2,610 | ) | $ | 1,278,896 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative effect from adoption of ASC 842 |
4 | 4 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted balance as of January 1, 2019 |
900,028 | $ | 1 | $ | 1,871,700 | $ | (590,191 | ) | $ | (2,610 | ) | $ | 1,278,900 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 18,833 | — | — | 18,833 | ||||||||||||||||||
Net loss |
— | — | — | (91,761 | ) | — | (91,761 | ) | ||||||||||||||||
Exercise of stock options |
17,251 | — | 28,539 | — | — | 28,539 | ||||||||||||||||||
Repurchase of stock options |
(194 | ) | — | (253 | ) | — | — | (253 | ) | |||||||||||||||
Other activity |
— | — | (10 | ) | 157 | — | 147 | |||||||||||||||||
Foreign currency translation gain/(loss) |
— | — | — | — | 1,376 | 1,376 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2019 |
917,085 | $ | 1 | $ | 1,918,809 | $ | (681,795 | ) | $ | (1,234 | ) | $ | 1,235,781 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 17,695 | — | — | 17,695 | ||||||||||||||||||
Net loss |
— | — | — | (83,733 | ) | — | (83,733 | ) | ||||||||||||||||
Exercise of stock options |
1,103 | — | 72 | — | — | 72 | ||||||||||||||||||
Repurchase of stock options |
(823 | ) | — | (129 | ) | — | — | (129 | ) | |||||||||||||||
Foreign currency translation gain/(loss) |
— | — | — | — | 1,165 | 1,165 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2020 |
917,365 | $ | 1 | $ | 1,936,447 | $ | (765,528 | ) | $ | (69 | ) | $ | 1,170,851 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Operating activities: |
||||||||||||
Net loss |
$ | (83,733 | ) | $ | (91,761 | ) | (54,040 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
127,723 | 120,912 | 108,574 | |||||||||
Amortization of the right-of-use assets |
10,380 | 8,207 | — | |||||||||
Allowance for expected credit losses |
3,280 | 1,407 | 490 | |||||||||
Amortization of deferred financing costs and debt discount |
3,798 | 3,836 | 3,704 | |||||||||
Amortization of capitalized commission |
29,119 | 25,641 | 22,644 | |||||||||
Unrealized foreign currency transaction gain |
67 | 39 | 522 | |||||||||
Loss on divestitures, net |
9,634 | — | — | |||||||||
Stock-based compensation |
17,695 | 18,833 | 17,911 | |||||||||
Change in deferred taxes |
2,016 | (12,299 | ) | (26,134 | ) | |||||||
Change in operating assets and liabilities, net of acquired assets and liabilities: |
||||||||||||
Accounts receivable |
786 | (23,412 | ) | (33,122 | ) | |||||||
Prepaid expenses and other assets |
3,563 | (2,002 | ) | 3,389 | ||||||||
Capitalized commissions, net |
(30,604 | ) | (31,278 | ) | (26,470 | ) | ||||||
Accounts payable, accrued expenses and other liabilities |
(36,433 | ) | (2,452 | ) | (3,646 | ) | ||||||
Operating lease liabilities |
(11,601 | ) | (10,002 | ) | — | |||||||
Deferred revenue |
(16,591 | ) | 42,360 | 35,951 | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
29,099 | 48,029 | 49,773 | |||||||||
Investing activities: |
||||||||||||
Purchase of property and equipment |
(2,081 | ) | (19,851 | ) | (12,084 | ) | ||||||
Capitalized software development costs |
(40,572 | ) | (45,042 | ) | (36,616 | ) | ||||||
Purchase of short-term investments |
(26,919 | ) | (27,759 | ) | (28,375 | ) | ||||||
Maturities of short-term investments |
27,901 | 35,627 | 20,995 | |||||||||
Acquisitions, net of cash acquired |
(1,400 | ) | (16,729 | ) | (121,689 | ) | ||||||
Proceeds from divestiture |
500 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(42,571 | ) | (73,754 | ) | (177,769 | ) | ||||||
Financing activities: |
||||||||||||
Short-term related party financing received |
— | — | 40,000 | |||||||||
Short-term related party financing payment |
— | — | (40,000 | ) | ||||||||
Issuance of long-term debt, net |
— | — | 91,660 | |||||||||
Principal repayments on first lien term loan |
(7,935 | ) | (7,935 | ) | (5,484 | ) | ||||||
Principal repayments of revolving credit facility |
(26,600 | ) | — | — | ||||||||
Proceeds from revolving credit facility |
40,000 | — | — | |||||||||
Repurchase of stock |
(10 | ) | (253 | ) | — | |||||||
Proceeds from exercise of stock options |
73 | 28,540 | 26 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
5,528 | 20,352 | 86,202 | |||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
693 | 255 | 1,029 | |||||||||
|
|
|
|
|
|
|||||||
Change in cash, cash equivalents, and restricted cash |
(7,251 | ) | (5,118 | ) | (40,765 | ) | ||||||
Cash, cash equivalents, and restricted cash, beginning of year |
72,721 | 77,839 | 118,604 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents, and restricted cash, end of year |
$ | 65,470 | $ | 72,721 | 77,839 | |||||||
|
|
|
|
|
|
|||||||
Supplemental cash flow information: |
||||||||||||
Interest paid |
$ | 35,552 | $ | 47,856 | 41,905 | |||||||
Income taxes paid |
$ | 6,193 | $ | 7,092 | 3,746 | |||||||
|
|
|
|
|
|
|||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||||||
Outstanding payments for purchase of property and equipment at year end |
$ | 413 | $ | 622 | 1,829 | |||||||
Outstanding payments for capitalized software development costs at year end |
$ | 356 | $ | 701 | 311 | |||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cash and cash equivalents |
$ | 65,265 | $ | 72,315 | ||||
Restricted cash |
205 | 406 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash |
$ | 65,470 | $ | 72,721 | ||||
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Allowance for expected credit losses, beginning of period |
$ | 1,912 | $ | 3,379 | $ | 3,326 | ||||||
Credit loss expense |
3,280 | 1,407 | 490 | |||||||||
Write-offs and adjustments |
(1,905 | ) | (2,874 | ) | (437 | ) | ||||||
|
|
|
|
|
|
|||||||
Allowance for expected credit losses, end of period |
$ | 3,287 | $ | 1,912 | $ | 3,379 | ||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
North America |
$ | 16,976 | $ | 29,093 | ||||
Non-North America |
4,739 | 6,615 | ||||||
|
|
|
|
|||||
Total |
$ | 21,715 | $ | 35,708 | ||||
|
|
|
|
As of January 1, 2018 |
||||||||||||
Prior to adoption of the new standard |
Adjustments for the new revenue standard |
As adjusted |
||||||||||
Assets |
||||||||||||
Accounts receivable, net |
$ | 87,531 | $ | 92 | $ | 87,623 | ||||||
Capitalized commission, net |
— | 15,693 | 15,693 | |||||||||
Capitalized commission, net, non-current |
— | 14,210 | 14,210 | |||||||||
Other assets, non-current, net |
2,672 | (103 | ) | 2,569 | ||||||||
Liabilities and Stockholders’ Equity |
||||||||||||
Deferred revenue, current portion |
130,586 | (1,304 | ) | 129,282 | ||||||||
Deferred tax liability, non-current |
39,433 | 8,608 | 48,041 | |||||||||
Accumulated deficit |
(558,743 | ) | 22,588 | (536,155 | ) |
Year ended December 31, 2018 |
||||||||||||
Prior to adoption of the new standard |
Adjustments for the new revenue standard |
As adjusted |
||||||||||
Revenue |
$ | 479,009 | $ | 1,006 | $ | 480,015 | ||||||
Cost of revenue |
165,270 | (89 | ) | 165,181 | ||||||||
|
|
|
|
|
|
|||||||
Gross profit |
313,739 | 1,095 | 314,834 | |||||||||
Operating expenses: |
||||||||||||
Sales and marketing |
131,127 | (4,596 | ) | 126,531 | ||||||||
General and administrative |
76,160 | (5 | ) | 76,155 | ||||||||
|
|
|
|
|
|
|||||||
Research and development |
78,455 | (8 | ) | 78,447 | ||||||||
Provision for income taxes |
28,038 | (7,931 | ) | 20,107 | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
(67,675 | ) | 13,635 | (54,040 | ) | |||||||
|
|
|
|
|
|
As of December 31, 2018 |
||||||||||||
Prior to adoption of the new standard |
Adjustments for the new revenue standard |
As adjusted |
||||||||||
Assets |
||||||||||||
Accounts receivable, net |
$ | 121,901 | $ | 118 | $ | 122,019 | ||||||
Capitalized commission, net |
— | 17,948 | 17,948 | |||||||||
Capitalized commission, net, non-current |
— | 16,343 | 16,343 | |||||||||
Other assets, non-current, net |
1,548 | (131 | ) | 1,417 | ||||||||
Liabilities and Stockholders’ Equity |
||||||||||||
Deferred revenue, current portion |
182,372 | (2,276 | ) | 180,096 | ||||||||
Deferred tax liability, non-current |
26,000 | 614 | 26,614 | |||||||||
Accumulated deficit |
(626,418 | ) | 36,223 | (590,195 | ) | |||||||
Other comprehensive income |
(2,327 | ) | (283 | ) | (2,610 | ) |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
North America |
$ | 437,191 | $ | 501,332 | $ | 423,202 | ||||||
Non-North America |
61,509 | 66,272 | 56,813 | |||||||||
|
|
|
|
|
|
|||||||
Revenue |
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Event Cloud |
$ | 316,080 | $ | 379,216 | $ | 325,219 | ||||||
Hospitality Cloud |
182,620 | 188,388 | 154,796 | |||||||||
|
|
|
|
|
|
|||||||
Revenue |
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
|
|
|
|
|
|
Customer relationships |
$ | 1,501 | ||
Non-current assets |
5 | |||
Current liabilities |
(106 | ) | ||
|
|
|||
Total purchase consideration |
$ | 1,400 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Customer relationships |
$ | 1,501 | 7 | |||||
|
|
|||||||
Total intangible assets |
$ | 1,501 | ||||||
|
|
Other current assets |
$ | 104 | ||
Non-current assets |
10 | |||
Current liabilities |
(191 | ) | ||
Non-current liabilities |
(2 | ) | ||
Trademarks |
1,005 | |||
Customer relationships |
1,520 | |||
Developed technology |
3,477 | |||
Goodwill |
1,077 | |||
|
|
|||
Total purchase consideration |
$ | 7,000 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Trademarks |
$ | 1,005 | 7 | |||||
Customer relationships |
1,520 | 10 | ||||||
Developed technology |
3,477 | 5 | ||||||
|
|
|||||||
Total intangible assets |
$ | 6,002 | ||||||
|
|
Cash and cash equivalents |
$ | 1,768 | ||
Other current assets |
453 | |||
Non-current assets |
620 | |||
Current liabilities |
(4,219 | ) | ||
Non-current liabilities |
(433 | ) | ||
Trademarks |
130 | |||
Customer relationships |
9,212 | |||
Developed technology |
1,285 | |||
Goodwill |
3,683 | |||
|
|
|||
Total purchase consideration |
$ | 12,499 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Trademarks |
$ | 130 | 2 | |||||
Customer relationships |
9,212 | 7 | ||||||
Developed technology |
1,285 | 2 | ||||||
|
|
|||||||
Total intangible assets |
$ | 10,627 | ||||||
|
|
Cash and cash equivalents |
$ | 545 | ||
Other current assets |
2,240 | |||
Non-current assets |
165 | |||
Current liabilities |
(2,848 | ) | ||
Trademarks |
106 | |||
Customer relationships |
14,427 | |||
Developed technology |
1,374 | |||
Goodwill |
7,328 | |||
|
|
|||
Total purchase consideration |
$ | 23,337 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Trademarks |
$ | 106 | 1 | |||||
Customer relationships |
14,427 | 8 | ||||||
Developed technology |
1,374 | 3 | ||||||
|
|
|||||||
Total intangible assets |
$ | 15,907 | ||||||
|
|
Cash and cash equivalents |
$ | 2,291 | ||
Other current assets |
1,597 | |||
Non-current assets |
1,551 | |||
Current liabilities |
(3,098 | ) | ||
Acquired intangible assets |
1,762 | |||
Goodwill |
8,695 | |||
|
|
|||
Total purchase consideration |
$ | 12,798 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Acquired intangible assets |
$ | 1,762 | 3 | |||||
|
|
|||||||
Total intangible assets |
$ | 1,762 | ||||||
|
|
Cash and cash equivalents |
$ | 10,543 | ||
Other current assets |
1,130 | |||
Non-current assets |
1,791 | |||
Current liabilities |
(4,701 | ) | ||
Non-current liabilities |
(6,841 | ) | ||
Trademarks |
700 | |||
Customer relationships |
17,400 | |||
Developed technology |
4,200 | |||
Goodwill |
78,466 | |||
|
|
|||
Total purchase consideration |
$ | 102,688 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Trademarks |
$ | 700 | 2 | |||||
Customer relationships |
17,400 | 10 | ||||||
Developed technology |
4,200 | 5 | ||||||
|
|
|||||||
Total intangible assets |
$ | 22,300 | ||||||
|
|
Carrying value of net assets divested |
$ | (10,182 | ) | |
Closing net working capital |
(552 | ) | ||
Cash received for disposition at closing |
500 | |||
Cash expected to be received post-closing |
600 | |||
|
|
|||
Gain/(loss) on divestitures, net |
$ | (9,634 | ) | |
|
|
2020 |
2019 |
|||||||
Computer equipment, purchased software and software developed for internal-use |
$ | 22,408 | $ | 22,888 | ||||
Leasehold improvements |
26,675 | 25,872 | ||||||
Furniture and equipment |
11,075 | 11,343 | ||||||
Rentable onsite solutions equipment |
6,326 | 9,331 | ||||||
Other |
66 | 251 | ||||||
|
|
|
|
|||||
Property and equipment, gross |
66,550 | 69,685 | ||||||
Less accumulated depreciation |
(44,835 | ) | (33,977 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 21,715 | $ | 35,708 | ||||
|
|
|
|
2020 |
2019 |
|||||||
Capitalized software development costs, gross |
$ | 339,082 | $ | 301,670 | ||||
Less accumulated amortization |
(215,052 | ) | (158,095 | ) | ||||
|
|
|
|
|||||
Capitalized software development costs, net |
$ | 124,030 | $ | 143,575 | ||||
|
|
|
|
Goodwill as of January 1, 2019 |
$ | 1,608,836 | ||
Foreign currency translation adjustments |
300 | |||
Measurement period adjustments from 2018 acquisitions |
261 | |||
Addition from 2019 acquisitions (Note 4) |
4,760 | |||
|
|
|||
Goodwill as of December 31, 2019 |
$ | 1,614,157 | ||
Foreign currency translation adjustments |
166 | |||
Disposition from divestiture |
(8,695 | ) | ||
|
|
|||
Goodwill as of December 31, 2020 |
$ | 1,605,628 | ||
|
|
Intangible Assets, Gross |
Accumulated Amortization |
Intangible Assets, Net |
||||||||||||||||||||||||||||||||||
January 1, 2020 |
Additions and retirements |
December 31, 2020 |
January 1, 2020 |
Expense and retirements, net |
December 31, 2020 |
January 1, 2020 |
December 31, 2020 |
Weighted average remaining life as of December 31, 2020 |
||||||||||||||||||||||||||||
Customer relationships |
$ | 436,182 | $ | 1,817 | $ | 437,999 | $ | (170,643 | ) | $ | (44,280 | ) | $ | (214,923 | ) | $ | 265,539 | $ | 223,076 | 5.6 years | ||||||||||||||||
Trademarks |
97,185 | (684 | ) | 96,501 | (37,704 | ) | (9,519 | ) | (47,223 | ) | 59,481 | 49,278 | 5.2 years | |||||||||||||||||||||||
Non-compete agreements |
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization |
$ | 533,955 | $ | 1,133 | $ | 535,088 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,020 | $ | 272,354 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Indefinite-lived assets |
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net |
$ | 534,017 | $ | 1,133 | $ | 535,150 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,082 | $ | 272,416 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets, Gross |
Accumulated Amortization |
Intangible Assets, Net |
||||||||||||||||||||||||||||||||||
January 1, 2019 |
Additions and retirements |
December 31, 2019 |
January 1, 2019 |
Expense and retirements, net |
December 31, 2019 |
January 1, 2019 |
December 31, 2019 |
Weighted average remaining life as of December 31, 2019 |
||||||||||||||||||||||||||||
Customer relationships |
$ | 424,860 | $ | 11,322 | $ | 436,182 | $ | (125,699 | ) | $ | (44,944 | ) | $ | (170,643 | ) | $ | 299,161 | $ | 265,539 | 6.5 years | ||||||||||||||||
Trademarks |
96,046 | 1,139 | 97,185 | (26,735 | ) | (10,969 | ) | (37,704 | ) | 69,311 | 59,481 | 6.2 years | ||||||||||||||||||||||||
Non-compete agreements |
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization |
$ | 521,494 | $ | 12,461 | $ | 533,955 | $ | (153,022 | ) | $ | (55,913 | ) | $ | (208,935 | ) | $ | 368,472 | $ | 325,020 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Indefinite-lived assets |
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net |
$ | 521,556 | $ | 12,461 | $ | 534,017 | $ | (153,022 | ) | $ | (55,913 | ) | $ | (208,935 | ) | $ | 368,534 | $ | 325,082 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
$ | 51,338 | ||
2022 |
48,399 | |||
2023 |
46,610 | |||
2024 |
45,132 | |||
2025 |
39,282 | |||
Thereafter |
41,593 | |||
|
|
|||
Total amortization expense related to acquired intangible assets |
$ | 272,354 | ||
|
|
2020 |
2019 |
|||||||
Accrued compensation |
$ | 50,312 | $ | 47,017 | ||||
Sales and other tax liabilities |
9,550 | 8,607 | ||||||
Other |
22,077 | 17,152 | ||||||
|
|
|
|
|||||
Accrued expenses and other current liabilities |
$ | 81,939 | $ | 72,776 | ||||
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
U.S. |
$ | (101,146 | ) | $ | (119,221 | ) | (102,298 | ) | ||||
Foreign |
25,278 | 21,447 | 28,151 | |||||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
$ | (75,868 | ) | $ | (97,774 | ) | (74,147 | ) | ||||
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Current: |
||||||||||||
Federal |
$ | (6 | ) | $ | (67 | ) | 361 | |||||
State |
850 | 711 | 448 | |||||||||
Foreign |
5,086 | 5,792 | 5,426 | |||||||||
|
|
|
|
|
|
|||||||
Current tax expense/(benefit) |
$ | 5,930 | $ | 6,436 | 6,235 | |||||||
Deferred: |
||||||||||||
Federal |
237 | (2,128 | ) | (7,557 | ) | |||||||
State |
1,513 | (9,604 | ) | (19,802 | ) | |||||||
Foreign |
185 | (717 | ) | 1,017 | ||||||||
|
|
|
|
|
|
|||||||
Deferred tax expense/(benefit) |
1,935 | (12,449 | ) | (26,342 | ) | |||||||
|
|
|
|
|
|
|||||||
Provision for/(benefit from) income taxes |
$ | 7,865 | $ | (6,013 | ) | (20,107 | ) | |||||
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
U.S. federal statutory rate |
21.0 | % | 21.0 | % | 21.0 | % | ||||||
Increase (reduction) resulting from: |
||||||||||||
U.S. state income taxes, net of federal benefits |
(3.0 | ) | 9.2 | 26.2 | ||||||||
Non-deductible/non-taxable items |
(0.3 | ) | (1.5 | ) | (1.0 | ) | ||||||
Uncertain tax positions |
(0.1 | ) | — | (0.7 | ) | |||||||
Tax on unremitted earnings |
0.1 | (1.1 | ) | (3.4 | ) | |||||||
Foreign tax rate differential |
(0.7 | ) | (0.5 | ) | (0.6 | ) | ||||||
Change in valuation allowance |
(18.3 | ) | (16.1 | ) | (8.2 | ) | ||||||
Foreign tax expense |
0.6 | 0.3 | 0.4 | |||||||||
Global intangible low-taxed income (GILTI) |
(6.5 | ) | (4.5 | ) | (6.1 | ) | ||||||
Divestiture of Kapow |
(4.2 | ) | — | — | ||||||||
Other |
1.0 | (0.6 | ) | (0.5 | ) | |||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
(10.4 | )% | 6.2 | % | 27.1 | % | ||||||
|
|
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Allowance for doubtful accounts |
$ | 805 | $ | 430 | ||||
Accrued expenses and other |
995 | 2,991 | ||||||
Right of use asset |
14,391 | 15,885 | ||||||
Stock-based compensation |
14,489 | 12,098 | ||||||
Foreign tax and other credit carryforward |
9,120 | 9,341 | ||||||
Net operating loss carryforwards |
123,716 | 134,941 | ||||||
Capitalized software |
18,765 | 13,146 | ||||||
Deferred revenue |
3,256 | 4,537 | ||||||
|
|
|
|
|||||
Deferred tax assets |
$ | 185,537 | $ | 193,369 | ||||
Less: valuation allowance |
(81,461 | ) | (72,783 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets |
104,076 | 120,586 | ||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Accrued expenses |
(6,730 | ) | — | |||||
Right of use liability |
(9,535 | ) | (11,077 | ) | ||||
Fixed assets |
(784 | ) | (3,579 | ) | ||||
Deferred revenue |
— | (64 | ) | |||||
Intangible assets |
(101,941 | ) | (118,765 | ) | ||||
|
|
|
|
|||||
Total deferred tax liabilities |
(118,990 | ) | (133,485 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets (liabilities) |
$ | (14,914 | ) | $ | (12,899 | ) | ||
|
|
|
|
December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Valuation allowance, beginning of year |
$ | 72,783 | $ | 44,752 | $ | 33,683 | ||||||
Increase |
8,678 | 28,031 | 11,069 | |||||||||
|
|
|
|
|
|
|||||||
Valuation allowance, end of year |
$ | 81,461 | $ | 72,783 | $ | 44,752 | ||||||
|
|
|
|
|
|
December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Unrecognized tax benefits, beginning of year |
$ | 853 | $ | 833 | $ | 740 | ||||||
Reductions for tax positions for prior years |
56 | 100 | 116 | |||||||||
Lapse of statute of limitations |
(44 | ) | (80 | ) | (23 | ) | ||||||
|
|
|
|
|
|
|||||||
Unrecognized tax benefits, end of year |
$ | 865 | $ | 853 | $ | 833 | ||||||
|
|
|
|
|
|
Grant date value: |
$ |
1,664 |
||
Total awards granted: |
3,125 |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Dividend yield |
— | — | — | |||||||||
Volatility |
44.65 | % | 37.60 | % | 39.75 | % | ||||||
Expected term (years) |
5.89 | 5.89 | 6.12 | |||||||||
Risk-free interest rate |
0.65 | % | 1.80 | % | 2.95 | % |
Stock options |
Number of shares subject to option |
Weighted average exercise price per share |
Weighted average remaining contractual term (years) |
Aggregate intrinsic value (in thousands) |
Unrecognized compensation expense (in thousands) |
|||||||||||||||
Balance at January 1, 2019 |
99,024 | $ | 1,675 | 7.99 | $ | 53,272 | $ | 37,680 | ||||||||||||
Granted |
2,379 | 2,424 | ||||||||||||||||||
Exercised |
(17,251 | ) | 1,667 | |||||||||||||||||
Forfeited |
(609 | ) | 1,974 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2019 |
83,543 | $ | 1,697 | 7.08 | $ | 76,153 | $ | 20,500 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Granted |
648 | 2,354 | ||||||||||||||||||
Exercised |
(1,103 | ) | 1,705 | |||||||||||||||||
Forfeited |
(874 | ) | 2,100 | |||||||||||||||||
Expired |
(619 | ) | 1,715 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020 |
81,595 | $ | 1,698 | 6.08 | $ | 49,446 | $ | 2,708 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of December 31, 2019 |
54,407 | $ | 1,665 | 7.42 | $ | 51,319 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of December 31, 2020 |
77,819 | $ | 1,671 | 6.43 | $ | 49,262 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Cost of revenue |
$ | 430 | $ | 519 | $ | 457 | ||||||
Sales and marketing |
5,199 | 5,382 | 5,289 | |||||||||
Research and development |
4,140 | 4,325 | 4,316 | |||||||||
General and administrative (1) |
7,926 | 8,607 | 7,849 | |||||||||
|
|
|
|
|
|
|||||||
Total stock-based compensation expense |
$ | 17,695 | $ | 18,833 | $ | 17,911 | ||||||
|
|
|
|
|
|
(1) | 2018 expense includes a benefit of $698 in relation to the cancellation of 2017 Other Equity Awards. |
• | contemporaneous independent valuations performed at periodic intervals by an unrelated third-party valuation specialist; |
• | the nature of the business and its history since inception; |
• | the economic outlook in general and the condition and outlook of the specific industry; |
• | the book value of the stock and the financial condition of the business; |
• | the operating and financial performance and forecast; |
• | whether or not the Company has goodwill or other intangible values; |
• | marketability of the common stock; |
• | the hiring of key personnel; |
• | any corporate or asset acquisitions, or divestitures; |
• | present value of estimated future cash flows; |
• | the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of the company, given prevailing market condition and the nature and history of the business; |
• | illiquidity of stock-based awards involving securities in a private company; |
• | the market performance of comparable publicly traded technology companies; and |
• | the U.S. and global capital market conditions. |
December 31, |
||||||||
2020 |
2019 |
|||||||
First Lien Principal amount |
$ | 771,648 | $ | 779,582 | ||||
Revolving Credit Facility Principal Amount |
13,400 | — | ||||||
Less: original issue discount |
(1,702 | ) | (2,147 | ) | ||||
Less: unamortized deferred financing costs |
(11,473 | ) | (14,478 | ) | ||||
|
|
|
|
|||||
Total principal amount and related unamortized debt issuance costs, net |
$ | 771,873 | $ | 762,957 | ||||
|
|
|
|
2021 |
$ | 7,935 | ||
2022 |
7,935 | |||
2023 |
7,935 | |||
2024 |
747,843 | |||
|
|
|||
Total minimum principal payments on debt |
$ | 771,648 | ||
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
Assets: |
||||||||
Operating lease right-of-use assets |
$ | 38,922 | $ | 47,164 | ||||
|
|
|
|
|||||
Liabilities: |
||||||||
Current |
||||||||
Operating lease liabilities |
15,910 | 15,511 | ||||||
Long-term |
||||||||
Operating lease liabilities |
40,317 | 49,015 | ||||||
|
|
|
|
|||||
$ | 56,227 | $ | 64,527 | |||||
|
|
|
|
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Operating leases |
||||||||
Operating lease cost |
$ | 15,967 | $ | 12,348 | ||||
Variable lease cost |
2,781 | 2,433 | ||||||
Short-term lease rent expense |
567 | 1,229 | ||||||
Less: Sublease income |
(1,054 | ) | (1,008 | ) | ||||
|
|
|
|
|||||
Net rent expense |
$ | 18,261 | $ | 15,002 | ||||
|
|
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
Weighted-average remaining lease term – operating leases (in years) |
4.36 | 5.18 | ||||||
Weighted-average discount rate – operating leases |
6.0 | % | 6.0 | % |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Operating cash flows - operating leases |
$ | 16,480 | $ | 14,136 | ||||
Right-of-use assets obtained in exchange for operating lease liabilities |
$ | 2,500 | $ | 55,168 |
2021 |
$ | 15,784 | ||
2022 |
14,900 | |||
2023 |
13,375 | |||
2024 |
10,727 | |||
2025 |
6,711 | |||
Thereafter |
2,503 | |||
|
|
|||
Total |
64,000 | |||
Less: present value discount |
(7,773 | ) | ||
|
|
|||
Operating lease liabilities |
$ | 56,227 | ||
|
|
• | Paymentech – For a period of no more than twelve months, the Company is entitled to use the services within the Paymentech contract, which enables the processing of credit card fees. This arrangement was terminated as of December 31, 2019. |
December 31, |
||||||||
2020 |
2019 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | — | $ | — | ||||
|
|
|
|
|||||
Total current assets |
— | — | ||||||
Investment in subsidiaries |
1,170,949 | 1,235,879 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,170,949 | $ | 1,235,879 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | — | $ | — | ||||
|
|
|
|
|||||
Total current liabilities |
— | — | ||||||
Due to subsidiaries |
98 | 98 | ||||||
|
|
|
|
|||||
Total liabilities |
98 | 98 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Common stock, $0.001 par value, 1,100,000 shares authorized at December 31, 2020 and 2019; 917,365 and 917,085 shares issued and outstanding as of December 31, 2020 and 2019, respectively |
1 | 1 | ||||||
Additional paid-in capital |
1,936,447 | 1,918,809 | ||||||
Accumulated other comprehensive income/(loss) |
(69 | ) | (1,234 | ) | ||||
Accumulated deficit |
(765,528 | ) | (681,795 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
1,170,851 | 1,235,781 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ | 1,170,949 | $ | 1,235,879 | ||||
|
|
|
|
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Revenue |
$ | — | $ | — | $ | — | ||||||
Cost of revenue |
— | — | — | |||||||||
Operating expenses |
— | — | — | |||||||||
Other income/(expense), net |
— | — | — | |||||||||
Loss before income taxes |
— | — | — | |||||||||
|
|
|
|
|||||||||
Provision for/(benefit from) income taxes |
— | — | — | |||||||||
Equity in net loss of subsidiaries |
(83,733 | ) | (91,761 | ) | (54,040 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (83,733 | ) | $ | (91,761 | ) | $ | (54,040 | ) | |||
Other comprehensive income/(loss): |
||||||||||||
Foreign currency translation gain/(loss) |
1,165 | 1,376 | (307 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss |
$ | (82,568 | ) | $ | (90,385 | ) | $ | (54,347 | ) | |||
|
|
|
|
|
|
June 30, 2021 |
December 31, 2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 95,043 | $ | 65,265 | ||||
Restricted cash |
105 | 205 | ||||||
Short-term investments |
12,074 | — | ||||||
Accounts receivable, net of allowance of $1.3 million and $3.3 million, respectively |
106,014 | 141,113 | ||||||
Capitalized commission, net |
20,982 | 22,000 | ||||||
Prepaid expenses and other current assets |
15,988 | 12,415 | ||||||
|
|
|
|
|||||
Total current assets |
250,206 | 240,998 | ||||||
Property and equipment, net |
17,852 | 21,715 | ||||||
Capitalized software development costs, net |
118,535 | 124,030 | ||||||
Intangible assets, net |
247,118 | 272,416 | ||||||
Goodwill |
1,617,944 | 1,605,628 | ||||||
Operating lease-right-of-use assets |
34,088 | 38,922 | ||||||
Capitalized commission, net, non-current |
19,427 | 20,427 | ||||||
Deferred tax assets, non-current |
1,868 | 2,036 | ||||||
Other assets, non-current, net |
4,129 | 5,479 | ||||||
|
|
|
|
|||||
Total assets |
$ | 2,311,167 | $ | 2,331,651 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 4,537 | $ | 17,920 | ||||
Accounts payable |
6,449 | 4,078 | ||||||
Accrued expenses and other current liabilities |
64,619 | 81,939 | ||||||
Fees payable to customers |
26,739 | 16,872 | ||||||
Operating lease liabilities, current |
15,492 | 15,910 | ||||||
Deferred revenue |
241,649 | 207,622 | ||||||
|
|
|
|
|||||
Total current liabilities |
359,485 | 344,341 | ||||||
Deferred tax liabilities, non-current |
17,627 | 16,950 | ||||||
Long-term debt, net |
751,680 | 753,953 | ||||||
Operating lease liabilities, non-current |
34,233 | 40,317 | ||||||
Other liabilities, non-current |
7,225 | 5,239 | ||||||
|
|
|
|
|||||
Total liabilities |
1,170,250 | 1,160,800 | ||||||
Commitments and contingencies (Note 13) |
||||||||
Stockholders’ equity: |
||||||||
Common stock, $0.001 par value, 1,100,000 shares authorized at June 30, 2021 and December 31, 2020; 917,761 and 917,365 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively |
1 | 1 | ||||||
Additional paid-in capital |
1,945,267 | 1,936,447 | ||||||
Accumulated other comprehensive loss |
(414 | ) | (69 | ) | ||||
Accumulated deficit |
(803,937 | ) | (765,528 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
1,140,917 | 1,170,851 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ | 2,311,167 | $ | 2,331,651 | ||||
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Revenue |
$ | 122,814 | $ | 125,158 | $ | 240,101 | $ | 264,708 | ||||||||
Cost of revenue |
45,999 | 42,485 | 89,844 | 94,446 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
76,815 | 82,673 | 150,257 | 170,262 | ||||||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing |
33,070 | 32,474 | 61,907 | 70,539 | ||||||||||||
Research and development |
24,657 | 22,875 | 46,331 | 48,021 | ||||||||||||
General and administrative |
21,600 | 20,446 | 38,354 | 43,638 | ||||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue |
12,929 | 13,468 | 25,964 | 26,925 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
92,256 | 89,263 | 172,556 | 189,123 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(15,441 | ) | (6,590 | ) | (22,299 | ) | (18,861 | ) | ||||||||
Interest expense |
(7,638 | ) | (8,828 | ) | (15,171 | ) | (19,544 | ) | ||||||||
Amortization of deferred financing costs and debt discount |
(941 | ) | (951 | ) | (1,884 | ) | (1,904 | ) | ||||||||
Loss on divestitures, net |
— | (9,634 | ) | — | (9,634 | ) | ||||||||||
Other income, net |
3,998 | 20 | 4,271 | 1,457 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income taxes |
(20,022 | ) | (25,983 | ) | (35,083 | ) | (48,486 | ) | ||||||||
Provision for income taxes |
1,825 | 2,018 | 3,325 | 4,222 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (21,847 | ) | $ | (28,001 | ) | $ | (38,408 | ) | $ | (52,708 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss: |
||||||||||||||||
Foreign currency translation gain/(loss) |
276 | 1,599 | (345 | ) | (3,715 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive loss |
$ | (21,571 | ) | $ | (26,402 | ) | $ | (38,753 | ) | $ | (56,423 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Basic and Diluted net loss per common share |
$ | (23.80 | ) | $ | (30.53 | ) | $ | (41.86 | ) | $ | (57.47 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Basic and Diluted weighted-average common shares outstanding |
917,745 | 917,074 | 917,580 | 917,080 | ||||||||||||
|
|
|
|
|
|
|
|
Common Stock |
Amount |
|||||||||||||||||||||||
Shares |
Amount |
Additional paid-in capital |
Accumulated deficit |
Accumulated other comprehensive income / (loss) |
Total stockholders’ equity |
|||||||||||||||||||
Balance as of December 31, 2020 |
917,365 | $ | 1 | $ | 1,936,447 | $ | (765,528 | ) | $ | (69 | ) | $ | 1,170,851 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 609 | — | — | 609 | ||||||||||||||||||
Net loss |
— | — | — | (16,562 | ) | — | (16,562 | ) | ||||||||||||||||
Exercise of stock options |
268 | — | 318 | — | — | 318 | ||||||||||||||||||
Repurchase of stock options |
(53 | ) | — | (122 | ) | — | — | (122 | ) | |||||||||||||||
Foreign currency translation loss |
— | — | — | — | (621 | ) | (621 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of March 31, 2021 |
917,580 | $ | 1 | $ | 1,937,252 | $ | (782,090 | ) | $ | (690 | ) | $ | 1,154,473 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 7,815 | — | — | 7,815 | ||||||||||||||||||
Net loss |
— | — | — | (21,847 | ) | — | (21,847 | ) | ||||||||||||||||
Exercise of stock options |
181 | — | 200 | — | — | 200 | ||||||||||||||||||
Foreign currency translation loss |
— | — | — | — | 276 | 276 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2021 |
917,761 | $ | 1 | $ | 1,945,267 | $ | (803,937 | ) | $ | (414 | ) | $ | 1,140,917 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
Amount |
|||||||||||||||||||||||
Shares |
Amount |
Additional paid-in capital |
Accumulated deficit |
Accumulated other comprehensive income / (loss) |
Total stockholders’ equity |
|||||||||||||||||||
Balance as of December 31, 2019 |
917,085 | $ | 1 | $ | 1,918,809 | $ | (681,795 | ) | $ | (1,234 | ) | $ | 1,235,781 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 4,847 | — | — | 4,847 | ||||||||||||||||||
Net loss |
— | — | — | (24,706 | ) | — | (24,706 | ) | ||||||||||||||||
Foreign currency translation gain |
— | — | — | — | (5,314 | ) | (5,314 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of March 31, 2020 |
917,085 | $ | 1 | $ | 1,923,656 | $ | (706,501 | ) | $ | (6,548 | ) | $ | 1,210,608 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation |
— | — | 4,831 | — | — | 4,831 | ||||||||||||||||||
Net loss |
— | — | — | (28,001 | ) | — | (28,001 | ) | ||||||||||||||||
Exercise of stock options |
28 | — | 61 | — | — | 61 | ||||||||||||||||||
Repurchase of stock options |
(55 | ) | — | (71 | ) | — | — | (71 | ) | |||||||||||||||
Foreign currency translation gain |
— | — | — | — | 1,599 | 1,599 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2020 |
917,058 | 1 | $ | 1,928,477 | $ | (734,502 | ) | $ | (4,949 | ) | $ | 1,189,027 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Operating activities: |
||||||||
Net loss |
$ | (38,408 | ) | $ | (52,708 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
62,341 | 63,808 | ||||||
Amortization of the right-of-use assets |
4,849 | 4,653 | ||||||
Allowance for expected credit losses, net |
1,118 | 310 | ||||||
Amortization of deferred financing costs and debt discount |
1,884 | 1,904 | ||||||
Amortization of capitalized commission |
14,206 | 14,941 | ||||||
Unrealized foreign currency transaction gain |
24 | 117 | ||||||
Stock-based compensation |
8,423 | 9,678 | ||||||
Loss on divestiture |
— | 9,634 | ||||||
Change in deferred taxes |
845 | 1,099 | ||||||
Change in operating assets and liabilities, net of acquired assets and liabilities: |
||||||||
Accounts receivable |
34,130 | 24,548 | ||||||
Prepaid expenses and other assets |
(5,774 | ) | 3,367 | |||||
Capitalized commission, net |
(19,114 | ) | (17,330 | ) | ||||
Accounts payable, accrued expenses and other liabilities |
4,211 | (26,622 | ) | |||||
Operating lease liability |
(6,484 | ) | (5,576 | ) | ||||
Deferred revenue |
33,347 | 14,996 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
95,598 | 46,819 | ||||||
Investing activities: |
||||||||
Purchase of property and equipment |
(1,982 | ) | (575 | ) | ||||
Capitalized software development costs |
(19,449 | ) | (23,149 | ) | ||||
Purchase of short-term investments |
(31,399 | ) | (26,739 | ) | ||||
Maturities of short-term investments |
19,325 | 19,348 | ||||||
Proceeds from divestiture |
— | 500 | ||||||
Acquisitions, net of cash acquired |
(14,769 | ) | (1,400 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(48,274 | ) | (32,015 | ) | ||||
Financing activities: |
||||||||
Principal repayments on first lien term loan |
(3,967 | ) | (3,967 | ) | ||||
Principal repayments of revolving credit facility |
(13,400 | ) | (500 | ) | ||||
Proceeds from revolving credit facility |
— | 40,000 | ||||||
Proceeds from exercise of stock options |
522 | 61 | ||||||
|
|
|
|
|||||
Repurchase of stock |
(57 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
(16,902 | ) | 35,594 | |||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
(744 | ) | (3,301 | ) | ||||
|
|
|
|
|||||
Change in cash, cash equivalents, and restricted cash |
29,678 | 47,097 | ||||||
Cash, cash equivalents, and restricted cash, beginning of period |
65,470 | 72,721 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash, end of period |
$ | 95,148 | $ | 119,818 | ||||
|
|
|
|
|||||
Supplemental cash flow information: |
||||||||
Interest paid |
$ | 15,181 | $ | 19,531 | ||||
Income taxes paid |
$ | 3,479 | $ | 2,223 | ||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||
Outstanding payments for purchase of property and equipment at period end |
$ | 394 | $ | 642 | ||||
Outstanding payments for capitalized software development costs at period end |
$ | 845 | $ | 496 | ||||
|
|
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Cash and cash equivalents |
$ | 95,043 | $ | 65,265 | ||||
Restricted cash |
105 | 205 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash |
$ | 95,148 | $ | 65,470 | ||||
|
|
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
North America |
$ | 13,595 | $ | 16,976 | ||||
Non-North America |
4,257 | 4,739 | ||||||
|
|
|
|
|||||
Total |
$ | 17,852 | $ | 21,715 | ||||
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
North America |
$ | 106,465 | 109,719 | $ | 207,747 | 232,852 | ||||||||||
Non-North America |
16,349 | 15,439 | 32,354 | 31,856 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenue |
$ | 122,814 | 125,158 | $ | 240,101 | 264,708 | ||||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Event Cloud |
$ | 85,590 | 76,703 | $ | 166,723 | 165,158 | ||||||||||
Hospitality Cloud |
37,224 | 48,455 | 73,378 | 99,550 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenue |
$ | 122,814 | 125,158 | $ | 240,101 | 264,708 | ||||||||||
|
|
|
|
|
|
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Allowance for expected credit losses, beginning of period |
$ | 3,287 | $ | 1,912 | ||||
Credit loss expense |
1,118 | 3,280 | ||||||
Write-offs and adjustments |
(3,087 | ) | (1,905 | ) | ||||
|
|
|
|
|||||
Allowance for expected credit losses, end of period |
$ | 1,318 | $ | 3,287 | ||||
|
|
|
|
Cash and cash equivalents |
$ | 176 | ||
Other current assets |
149 | |||
Non-current assets |
83 | |||
Current liabilities |
(801 | ) | ||
Non-current liabilities |
(55 | ) | ||
Trademarks |
401 | |||
Developed technology |
4,933 | |||
Goodwill |
12,063 | |||
|
|
|||
Total purchase consideration |
$ | 16,949 | ||
|
|
Fair value acquired |
Useful life (years) |
|||||||
Trademarks |
$ | 401 | 2 | |||||
Developed technology |
4,933 | 3 | ||||||
|
|
|||||||
Total intangible assets |
$ | 5,334 | ||||||
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Computer equipment, purchased software and software developed for internal-use |
$ | 23,577 | $ | 22,408 | ||||
Leasehold improvements |
25,850 | 26,675 | ||||||
Furniture and equipment |
11.086 | 11,075 | ||||||
Rentable onsite solutions equipment |
6,325 | 6,326 | ||||||
Other |
868 | 66 | ||||||
|
|
|
|
|||||
Property and equipment, gross |
67,706 | 66,650 | ||||||
Less accumulated depreciation |
(49,854 | ) | (44,835 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 17,852 | $ | 21,715 | ||||
|
|
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Capitalized software development costs, gross |
$ | 363,998 | $ | 339,082 | ||||
Less accumulated amortization |
(245,463 | ) | (215,052 | ) | ||||
|
|
|
|
|||||
Capitalized software development costs, net |
$ | 118,535 | $ | 124,030 | ||||
|
|
|
|
Goodwill as of January 1, 2021 |
$ | 1,605,628 | ||
Foreign currency translation adjustments |
253 | |||
Addition from acquisition (Note 4) |
12,063 | |||
|
|
|||
Goodwill as of June 30, 2021 |
$ | 1,617,944 | ||
|
|
Intangible Assets, Gross |
Accumulated Amortization |
Intangible Assets, Net |
||||||||||||||||||||||||||||||||||
January 1, 2021 |
Additions and retirements |
June 30, 2021 |
January 1, 2021 |
Expense and retirements, net |
June 30, 2021 |
January 1, 2021 |
June 30, 2021 |
Weighted average remaining life as of June 30, 2021 |
||||||||||||||||||||||||||||
Customer relationships |
$ | 437,999 | $ | 482 | $ | 438,481 | $ | (214,923 | ) | $ | (21,463 | ) | $ | (236,386 | ) | $ | 223,076 | $ | 202,095 | 5.5 years | ||||||||||||||||
Trademarks |
96,501 | 405 | 96,906 | (47,223 | ) | (4,722 | ) | (51,945 | ) | 49,278 | 44,961 | 5.1 years | ||||||||||||||||||||||||
Non-compete agreements |
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization |
$ | 535,088 | $ | 887 | $ | 535,975 | $ | (262,734 | ) | $ | (26,185 | ) | $ | (288,919 | ) | $ | 272,354 | $ | 247,056 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Indefinite-lived assets |
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net |
$ | 535,150 | $ | 887 | $ | 536,037 | $ | (262,734 | ) | $ | (26,185 | ) | $ | (288,919 | ) | $ | 272,416 | $ | 247,118 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets, Gross |
Accumulated Amortization |
Intangible Assets, Net |
||||||||||||||||||||||||||||||||||
January 1, 2020 |
Additions and retirements |
December 31, 2020 |
January 1, 2020 |
Expense and retirements, net |
December 31, 2020 |
January 1, 2020 |
December 31, 2020 |
Weighted average remaining life as of December 31, 2020 |
||||||||||||||||||||||||||||
Customer relationships |
$ | 436,182 | $ | 1,817 | $ | 437,999 | $ | (170,643 | ) | $ | (44,280 | ) | $ | (214,923 | ) | $ | 265,539 | $ | 223,076 | 5.6 years | ||||||||||||||||
Trademarks |
97,185 | (684 | ) | 96,501 | (37,704 | ) | (9,519 | ) | (47,223 | ) | 59,481 | 49,278 | 5.2 years | |||||||||||||||||||||||
Non-compete agreements |
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization |
$ | 533,955 | $ | 1,133 | $ | 535,088 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,020 | $ | 272,354 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Indefinite-lived assets |
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net |
$ | 534,017 | $ | 1,133 | $ | 535,150 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,082 | $ | 272,416 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 (remaining six months) |
$ | 25,535 | ||
2022 |
48,634 | |||
2023 |
46,725 | |||
2024 |
45,168 | |||
2025 |
39,318 | |||
Thereafter |
41,676 | |||
|
|
|||
Total amortization expense related to acquired intangible assets |
$ | 247,056 | ||
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Accrued compensation |
$ | 38,521 | $ | 50,312 | ||||
Sales and other tax liabilities |
5,893 | 9,550 | ||||||
Other |
20,205 | 22,077 | ||||||
|
|
|
|
|||||
Accrued expenses and other current liabilities |
$ | 64,619 | $ | 81,939 | ||||
|
|
|
|
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
|||||||
Dividend yield |
0.0 | % | 0.0 | % | ||||
Volatility |
45.45 | % | 45.29 | % | ||||
Expected term (years) |
5.88 | 5.89 | ||||||
Risk-free interest rate |
1.32 | % | 1.85 | % |
Stock options |
Number of shares subject to option |
Weighted average exercise price per share |
Weighted average remaining contractual term (years) |
Aggregate intrinsic value (in thousands) |
Unrecognized compensation expense (in thousands) |
|||||||||||||||
Balance as of January 1, 2021 |
81,595 | $ | 1,698 | 6.08 | $ | 49,446 | $ | 2,708 | ||||||||||||
Granted |
33,938 | 2,304 | ||||||||||||||||||
Exercised |
(828 | ) | 1,706 | |||||||||||||||||
Forfeited |
(327 | ) | 2,285 | |||||||||||||||||
Expired |
(188 | ) | 1,710 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of June 30, 2021 |
114,190 | $ | 1,876 | 6.80 | $ | 305,833 | $ | 57,633 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of January 1, 2021 |
77,819 | $ | 1,671 | 6.43 | $ | 49,262 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of June 30, 2021 |
95,755 | $ | 1,678 | 5.96 | $ | 275,496 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Cost of revenue |
$ | 435 | 155 | $ | 494 | 310 | ||||||||||
Sales and marketing |
2,458 | 1,382 | 2,793 | 2,764 | ||||||||||||
Research and development |
1,997 | 1,118 | 2,138 | 2,252 | ||||||||||||
General and administrative |
2,925 | 2,176 | 2,998 | 4,352 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation expense |
$ | 7,815 | 4,831 | $ | 8,423 | 9,678 | ||||||||||
|
|
|
|
|
|
|
|
June 30, 2021 |
December 31, 2020 |
|||||||
First Lien Principal amount |
$ | 767,680 | $ | 771,648 | ||||
Revolving Credit Facility Principal Amount |
— | 13,400 | ||||||
Less: original issue discount |
(1,481 | ) | (1,702 | ) | ||||
Less: unamortized deferred financing costs |
(9,982 | ) | (11,473 | ) | ||||
|
|
|
|
|||||
Total principal amount and related unamortized debt issuance costs, net |
$ | 756,217 | $ | 771,873 | ||||
|
|
|
|
2021 (remaining six months) |
$ | 3,967 | ||
2022 |
7,935 | |||
2023 |
7,935 | |||
2024 |
747,843 | |||
|
|
|||
Total minimum principal payments on debt |
$ | 767,680 | ||
|
|
P AGE |
||||||
ARTICLE 1 CERTAIN DEFINITIONS |
A-3 | |||||
Section 1.1 |
Definitions | A-3 | ||||
ARTICLE 2 MERGERS |
A-19 | |||||
Section 2.1 |
Closing Transactions | A-19 | ||||
Section 2.2 |
Closing of the Transactions Contemplated by this Agreement | A-21 | ||||
Section 2.3 |
Allocation Schedule | A-21 | ||||
Section 2.4 |
Treatment of Awards under the Company Equity Plan | A-21 | ||||
Section 2.5 |
Deliverables | A-22 | ||||
Section 2.6 |
Withholding | A-23 | ||||
Section 2.7 |
Dissenting Shares | A-23 | ||||
ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES |
A-24 | |||||
Section 3.1 |
Organization and Qualification | A-24 | ||||
Section 3.2 |
Capitalization of the Group Companies | A-24 | ||||
Section 3.3 |
Authority | A-25 | ||||
Section 3.4 |
Financial Statements; Undisclosed Liabilities | A-25 | ||||
Section 3.5 |
Consents and Requisite Governmental Approvals; No Violations | A-26 | ||||
Section 3.6 |
Permits | A-27 | ||||
Section 3.7 |
Material Contracts | A-27 | ||||
Section 3.8 |
Absence of Changes | A-28 | ||||
Section 3.9 |
Litigation | A-28 | ||||
Section 3.10 |
Compliance with Applicable Law | A-29 | ||||
Section 3.11 |
Employee Plans | A-29 | ||||
Section 3.12 |
Environmental Matters | A-30 | ||||
Section 3.13 |
Intellectual Property | A-30 | ||||
Section 3.14 |
Labor Matters | A-33 | ||||
Section 3.15 |
Insurance | A-34 | ||||
Section 3.16 |
Tax Matters | A-34 | ||||
Section 3.17 |
Brokers | A-35 | ||||
Section 3.18 |
Real and Personal Property | A-35 | ||||
Section 3.19 |
Transactions with Affiliates | A-35 | ||||
Section 3.20 |
Data Privacy and Security | A-36 | ||||
Section 3.21 |
Customers and Suppliers | A-37 | ||||
Section 3.22 |
Compliance with International Trade & Anti-Corruption Laws | A-38 | ||||
Section 3.23 |
Information Supplied | A-38 | ||||
Section 3.24 |
Investigation; No Other Representations | A-38 | ||||
Section 3.25 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | A-38 | ||||
ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE DRAGONEER PARTIES |
A-39 | |||||
Section 4.1 |
Organization and Qualification | A-39 | ||||
Section 4.2 |
Authority | A-39 | ||||
Section 4.3 |
Consents and Requisite Governmental Approvals; No Violations | A-40 | ||||
Section 4.4 |
Brokers | A-40 | ||||
Section 4.5 |
Information Supplied | A-40 | ||||
Section 4.6 |
Capitalization of the Dragoneer Parties | A-41 | ||||
Section 4.7 |
SEC Filings | A-42 |
P AGE |
||||||
Section 4.8 |
Trust Account | A-42 | ||||
Section 4.9 |
Transactions with Affiliates | A-43 | ||||
Section 4.10 |
Litigation | A-43 | ||||
Section 4.11 |
Compliance with Applicable Law | A-43 | ||||
Section 4.12 |
Business Activities | A-43 | ||||
Section 4.13 |
Internal Controls; Listing; Financial Statements | A-44 | ||||
Section 4.14 |
No Undisclosed Liabilities | A-45 | ||||
Section 4.15 |
Tax Matters | A-45 | ||||
Section 4.16 |
Investigation; No Other Representations | A-46 | ||||
Section 4.17 |
Compliance with International Trade & Anti-Corruption Laws | A-46 | ||||
Section 4.18 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | A-47 | ||||
ARTICLE 5 COVENANTS |
A-47 | |||||
Section 5.1 |
Conduct of Business of the Company | A-47 | ||||
Section 5.2 |
Efforts to Consummate; Litigation | A-50 | ||||
Section 5.3 |
Confidentiality and Access to Information | A-52 | ||||
Section 5.4 |
Public Announcements | A-53 | ||||
Section 5.5 |
Tax Matters | A-53 | ||||
Section 5.6 |
Exclusive Dealing | A-54 | ||||
Section 5.7 |
Preparation of Registration Statement / Proxy Statement | A-55 | ||||
Section 5.8 |
Dragoneer Shareholder Approval | A-56 | ||||
Section 5.9 |
Merger Sub Shareholder Approvals | A-57 | ||||
Section 5.10 |
Conduct of Business of Dragoneer | A-57 | ||||
Section 5.11 |
Nasdaq Listing | A-58 | ||||
Section 5.12 |
Trust Account | A-58 | ||||
Section 5.13 |
Transaction Support Agreements; Company Shareholder Approval; Investor Subscription Agreements; Forward Purchase Agreement; Shareholder Rights Agreements | A-59 | ||||
Section 5.14 |
Dragoneer Indemnification; Directors’ and Officers’ Insurance | A-60 | ||||
Section 5.15 |
Company Indemnification; Directors’ and Officers’ Insurance | A-61 | ||||
Section 5.16 |
Post-Closing Directors and Officers | A-62 | ||||
Section 5.17 |
PCAOB Financials | A-62 | ||||
Section 5.18 |
FIRPTA Certificates | A-63 | ||||
Section 5.19 |
Dragoneer Incentive Equity Plan | A-63 | ||||
Section 5.20 |
Dragoneer Employee Stock Purchase Plan | A-63 | ||||
Section 5.21 |
Section 16 Matters | A-63 | ||||
ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT |
A-63 | |||||
Section 6.1 |
Conditions to the Obligations of the Parties | A-63 | ||||
Section 6.2 |
Other Conditions to the Obligations of the Dragoneer Parties | A-64 | ||||
Section 6.3 |
Other Conditions to the Obligations of the Company | A-65 | ||||
Section 6.4 |
Frustration of Closing Conditions | A-65 | ||||
ARTICLE 7 TERMINATION |
A-66 | |||||
Section 7.1 |
Termination | A-66 | ||||
Section 7.2 |
Effect of Termination | A-66 |
P AGE |
||||||
ARTICLE 8 MISCELLANEOUS |
A-67 | |||||
Section 8.1 |
Non-Survival |
A-67 | ||||
Section 8.2 |
Entire Agreement; Assignment | A-67 | ||||
Section 8.3 |
Amendment | A-67 | ||||
Section 8.4 |
Notices | A-68 | ||||
Section 8.5 |
Governing Law | A-68 | ||||
Section 8.6 |
Fees and Expenses | A-69 | ||||
Section 8.7 |
Construction; Interpretation | A-69 | ||||
Section 8.8 |
Exhibits and Schedules | A-69 | ||||
Section 8.9 |
Parties in Interest | A-70 | ||||
Section 8.10 |
Severability | A-70 | ||||
Section 8.11 |
Counterparts; Electronic Signatures | A-70 | ||||
Section 8.12 |
Knowledge of Company; Knowledge of Dragoneer | A-70 | ||||
Section 8.13 |
No Recourse | A-70 | ||||
Section 8.14 |
Extension; Waiver | A-71 | ||||
Section 8.15 |
Waiver of Jury Trial | A-71 | ||||
Section 8.16 |
Submission to Jurisdiction | A-71 | ||||
Section 8.17 |
Remedies | A-72 | ||||
Section 8.18 |
Trust Account Waiver | A-72 |
Annex A | Investors | |
Exhibit A | Form of Sponsor Letter Agreement | |
Exhibit B | Form of Investor Subscription Agreement | |
Exhibit C-1 |
Form of Amended and Restated Registration Rights Agreement | |
Exhibit C-2 |
Form of Investor Rights Agreement | |
Exhibit D | Form of Transaction Support Agreement | |
Exhibit E | Form of Dragoneer Certificate of Incorporation | |
Exhibit F | Form of Dragoneer Bylaws | |
Exhibit G | Form of Merger Sub I Certificate of Merger | |
Exhibit H | Form of Merger Sub II Certificate of Merger |
(a) | If to any Dragoneer Party, to: |
(b) | If to the Company, to: |
DRAGONEER GROWTH OPPORTUNITIES CORP. II | ||
By: | /s/ Pat Robertson | |
Name: | Pat Robertson | |
Title: | President and Chief Operating Officer | |
REDWOOD OPPORTUNITY MERGER SUB, INC. | ||
By: | /s/ Pat Robertson | |
Name: | Pat Robertson | |
Title: | President, Secretary and Treasurer | |
REDWOOD MERGER SUB LLC | ||
By: | /s/ Pat Robertson | |
Name: | Pat Robertson | |
Title: | President, Secretary and Treasurer |
PAPAY TOPCO, INC. | ||
By: | /s/ Rajeev K. Aggarwal | |
Name: |
Rajeev K. Aggarwal | |
Title: |
Chief Executive Officer |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
1 | The name of the Company is Dragoneer Growth Opportunities Corp. II |
2 | The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide. |
3 | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands. |
4 | The liability of each Member is limited to the amount unpaid on such Member’s shares. |
5 | The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each. |
6 | The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
7 | Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company. |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
1 |
Interpretation |
1.1 | In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: |
“ Affiliate |
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law father-in-law sisters-in-law, | |
“ Applicable Law |
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
“ Articles |
means these amended and restated articles of association of the Company. | |
“ Audit Committee |
means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
“ Auditor |
means the person for the time being performing the duties of auditor of the Company (if any). | |
“ Business Combination |
means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
involving the Company, with one or more businesses or entities (the “ target business | ||
“ business day |
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
“ Clearing House |
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
“ Class A Share |
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
“ Class B Share |
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
“ Company |
means the above named company. | |
“ Company’s Website |
means the website of the Company and/or its web-address or domain name (if any). | |
“ Compensation Committee |
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
“ Designated Stock Exchange |
means any United States national securities exchange on which the securities of the Company are listed for trading, including The Nasdaq Capital Market. | |
“ Directors |
means the directors for the time being of the Company. | |
“ Dividend |
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
“ Electronic Communication |
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
“ Electronic Record |
has the same meaning as in the Electronic Transactions Law. | |
“ Electronic Transactions Law |
means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. | |
“ Equity-linked Securities |
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
“ Exchange Act |
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
“ Founders |
means all Members immediately prior to the consummation of the IPO. | |
“ Independent Director |
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
“ IPO |
means the Company’s initial public offering of securities. | |
“ Member |
has the same meaning as in the Statute. | |
“ Memorandum |
means the amended and restated memorandum of association of the Company. | |
“ Nominating Committee |
means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
“ Officer |
means a person appointed to hold an office in the Company. | |
“ Ordinary Resolution |
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
“ Over-Allotment Option |
means the option of the Underwriters to purchase up to an additional 15 per cent of the Class A Ordinary Shares issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
“ Preference Share |
means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
“ Public Share |
means a Class A Share issued in the IPO. |
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“ Redemption Notice |
means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
“ Register of Members |
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
“ Registered Office |
means the registered office for the time being of the Company. | |
“ Representative |
means a representative of the Underwriters. | |
“ Seal |
means the common seal of the Company and includes every duplicate seal. | |
“ Securities and Exchange Commission |
means the United States Securities and Exchange Commission. | |
“ Share |
means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
“ Special Resolution |
subject to Article 29.4, Article 47.1 and Article 47.2, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
“ Sponsor |
means Dragoneer Growth Opportunities Holdings II, a Cayman Islands limited liability company, and its successors or assigns. | |
“ Statute |
means the Companies Law (2020 Revision) of the Cayman Islands. | |
“ Treasury Share |
means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
“ Trust Account |
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO will be deposited. | |
“ Underwriter |
means an underwriter of the IPO from time to time and any successor underwriter. |
1.2 | In the Articles: |
(a) | words importing the singular number include the plural number and vice versa; |
(b) | words importing the masculine gender include the feminine gender; |
(c) | words importing persons include corporations as well as any other legal or natural person; |
(d) | “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; |
(e) | “shall” shall be construed as imperative and “may” shall be construed as permissive; |
(f) | references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; |
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(g) | any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
(h) | the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); |
(i) | headings are inserted for reference only and shall be ignored in construing the Articles; |
(j) | any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; |
(k) | any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law; |
(l) | sections 8 and 19(3) of the Electronic Transactions Law shall not apply; |
(m) | the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and |
(n) | the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share. |
2 |
Commencement of Business |
2.1 | The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit. |
2.2 | The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. |
3 |
Issue of Shares and other Securities |
3.1 | Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion set out in the Articles. |
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3.2 | The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine. |
3.3 | The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. |
3.4 | The Company shall not issue Shares to bearer. |
4 |
Register of Members |
4.1 | The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. |
4.2 | The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time. |
5 |
Closing Register of Members or Fixing Record Date |
5.1 | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. |
5.2 | In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose. |
5.3 | If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof. |
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6 |
Certificates for Shares |
6.1 | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. |
6.2 | The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. |
6.3 | If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. |
6.4 | Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
6.5 | Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company. |
7 |
Transfer of Shares |
7.1 | Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. |
7.2 | The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members. |
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8 |
Redemption, Repurchase and Surrender of Shares |
8.1 | Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares: |
(a) | Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in the Business Combination Article hereof; |
(b) | Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of the Company’s issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and |
(c) | Public Shares may be repurchased by way of tender offer in the circumstances set out in the Business Combination Article hereof. |
8.2 | Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members. |
8.3 | The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital. |
8.4 | The Directors may accept the surrender for no consideration of any fully paid Share. |
9 |
Treasury Shares |
9.1 | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. |
9.2 | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). |
10 |
Variation of Rights of Shares |
10.1 | Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of |
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that class (other than with respect to a waiver of the provisions of the Class B Share Conversion Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis |
10.2 | For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares. |
10.3 | The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights. |
11 |
Commission on Sale of Shares |
12 |
Non Recognition of Trusts |
13 |
Lien on Shares |
13.1 | The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. |
13.2 | The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen |
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clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. |
13.3 | To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles. |
13.4 | The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. |
14 |
Call on Shares |
14.1 | Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the |
amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
14.2 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. |
14.3 | The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. |
14.4 | If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part. |
14.5 | An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call. |
14.6 | The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid. |
14.7 | The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance. |
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14.8 | No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable. |
15 |
Forfeiture of Shares |
15.1 | If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. |
15.2 | If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. |
15.3 | A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. |
15.4 | A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. |
15.5 | A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. |
15.6 | The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. |
16 |
Transmission of Shares |
16.1 | If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder. |
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16.2 | Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be. |
16.3 | A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
17 |
Class B Ordinary Share Conversion |
17.1 | The rights attaching to the Class A Shares and Class B Shares shall rank pari passu |
17.2 | Class B Shares shall automatically convert into Class A Shares on a one-for-one Initial Conversion Ratio |
17.3 | Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding |
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any forward purchase securities and Class A Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private placement Shares issued to the Sponsor, a Director, an Officer or their Affiliates, including upon conversion of working capital loans made to the Company. |
17.4 | Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof. |
17.5 | The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue. |
17.6 | Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion. |
17.7 | References in this Article to “ converted conversion exchange |
17.8 | Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one. |
18 |
Amendments of Memorandum and Articles of Association and Alteration of Capital |
18.1 | The Company may by Ordinary Resolution: |
(a) | increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; |
(b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; |
(c) | convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination; |
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(d) | by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and |
(e) | cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
18.2 | All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital. |
18.3 | Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, Article 29.4, Article 47.1 and Article 47.2, the Company may by Special Resolution: |
(a) | change its name; |
(b) | alter or add to the Articles; |
(c) | alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and |
(d) | reduce its share capital or any capital redemption reserve fund. |
19 |
Offices and Places of Business |
20 |
General Meetings |
20.1 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
20.2 | The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented. |
20.3 | The Directors, the chief executive officer or the chairman of the board of Directors may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings. |
20.4 | Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials. |
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21 |
Notice of General Meetings |
21.1 | At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
(a) | in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and |
(b) | in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right. |
21.2 | The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting. |
22 |
Proceedings at General Meetings |
22.1 | No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum. |
22.2 | A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. |
22.3 | A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. |
22.4 | If a quorum is not present within half an hour from the time appointed for the meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. |
22.5 | The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. |
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22.6 | If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. |
22.7 | The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
22.8 | When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. |
22.9 | If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting. |
22.10 | When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed. |
22.11 | A resolution put to the vote of the meeting shall be decided on a poll. |
22.12 | A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. |
22.13 | A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. |
22.14 | In the case of an equality of votes the chairman shall be entitled to a second or casting vote. |
23 |
Votes of Members |
23.1 | Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4, Article 47.1 and Article 47.2, every Member present in any such manner shall have one vote for every Share of which he is the holder. |
23.2 | In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. |
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23.3 | A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. |
23.4 | No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid. |
23.5 | No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive. |
23.6 | Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. |
23.7 | A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed. |
24 |
Proxies |
24.1 | The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member. |
24.2 | The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote. |
24.3 | The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid. |
24.4 | The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof |
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or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. |
24.5 | Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. |
25 |
Corporate Members |
25.1 | Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. |
25.2 | If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)). |
26 |
Shares that May Not be Voted |
27 |
Directors |
27.1 | There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. |
27.2 | The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or |
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extraordinary general meetings called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. |
28 |
Powers of Directors |
28.1 | Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. |
28.2 | All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. |
28.3 | The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. |
28.4 | The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. |
29 |
Appointment and Removal of Directors |
29.1 | Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. |
29.2 | The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. |
29.3 | After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. |
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29.4 | Prior to the closing a Business Combination, Article 29.1 may only be amended by a Special Resolution which shall include the affirmative vote of a simple majority of the Class B Shares |
30 |
Vacation of Office of Director |
(a) | the Director gives notice in writing to the Company that he resigns the office of Director; or |
(b) | the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or |
(c) | the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or |
(d) | the Director is found to be or becomes of unsound mind; or |
(e) | all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors. |
31 |
Proceedings of Directors |
31.1 | The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office. |
31.2 | Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. |
31.3 | A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting. |
31.4 | A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. |
31.5 | A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis. |
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31.6 | The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose. |
31.7 | The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting. |
31.8 | All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be. |
31.9 | A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director. |
32 |
Presumption of Assent |
33 |
Directors’ Interests |
33.1 | A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. |
33.2 | A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. |
33.3 | A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. |
33.4 | No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way |
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interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. |
33.5 | A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. |
34 |
Minutes |
35 |
Delegation of Directors’ Powers |
35.1 | The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
35.2 | The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
35.3 | The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may |
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be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. |
35.4 | The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time. |
35.5 | The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him. |
35.6 | The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to the Company that he resigns his office. |
36 |
No Minimum Shareholding |
37 |
Remuneration of Directors |
37.1 | The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. |
37.2 | The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. |
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38 |
Seal |
38.1 | The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose. |
38.2 | The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. |
38.3 | A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
39 |
Dividends, Distributions and Reserve |
39.1 | Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law. |
39.2 | Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly. |
39.3 | The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise. |
39.4 | The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors. |
39.5 | Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met. |
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39.6 | The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company. |
39.7 | Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders. |
39.8 | No Dividend or other distribution shall bear interest against the Company. |
39.9 | Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company. |
40 |
Capitalisation |
41 |
Books of Account |
41.1 | The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such |
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books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. |
41.2 | The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting. |
41.3 | The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. |
42 |
Audit |
42.1 | The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine. |
42.2 | Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. |
42.3 | If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest. |
42.4 | The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |
42.5 | If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor. |
42.6 | Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor. |
42.7 | Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members. |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
43 |
Notices |
43.1 | Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s Website. |
43.2 | Where a notice is sent by: |
(a) | courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier; |
(b) | post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted; |
(c) | cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted; |
(d) | e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and |
(e) | placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website. |
43.3 | A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
43.4 | Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings. |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
44 |
Winding Up |
44.1 | If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up: |
(a) | if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or |
(b) | if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. |
44.2 | If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
45 |
Indemnity and Insurance |
45.1 | Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an “ Indemnified Person |
45.2 | The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person. |
45.3 | The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company. |
46 |
Financial Year |
47 |
Transfer by Way of Continuation |
47.1 | If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. For the purposes of a Special Resolution to be passed pursuant to this Article, a holder of Class B Shares shall have ten votes for every Class B Share of which he is the holder and a holder of Class A Shares shall have one vote for every Class A Share of which he is the holder. |
47.2 | Prior to the closing a Business Combination, Article 47.1 may only be amended by a Special Resolution which shall include the affirmative vote of a simple majority of the Class B Shares. |
48 |
Mergers and Consolidations |
49 |
Business Combination |
49.1 | Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail. |
49.2 | Prior to the consummation of a Business Combination, the Company shall either: |
(a) | submit such Business Combination to its Members for approval; or |
(b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account ((net of taxes paid or payable, if |
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Filed: 17-Nov-2020 Auth Code: J29695536021 |
any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 prior to or upon consummation of such Business Combination. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates. |
49.3 | If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission. |
49.4 | At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. |
49.5 | Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “ IPO Redemption per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price Redemption Limitation |
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Filed: 17-Nov-2020 Auth Code: J29695536021 |
49.6 | A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). |
49.7 | In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO (or up to 27 months from the consummation of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the consummation of the IPO but has not completed a Business Combination within such 24 month period), or such later time as the Members may approve in accordance with the Articles, the Company shall: |
(a) | cease all operations except for the purpose of winding up; |
(b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
(c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
49.8 | In the event that any amendment is made to this Article: |
(a) | to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO (or up to 27 months from the consummation of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the consummation of the IPO but has not completed a Business Combination within such 24 month period); or |
(b) | with respect to any other provision relating to Members’ rights or pre-Business Combination activity, |
49.9 | A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or |
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Filed: 17-Nov-2020 Auth Code: J29695536021 |
a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account. |
49.10 | After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: |
(a) | receive funds from the Trust Account; or |
(b) | vote as a class with Public Shares on a Business Combination. |
49.11 | A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. |
49.12 | As long as the securities of the Company are listed on The Nasdaq Capital Market, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations. |
49.13 | The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Director or an Officer. In the event the Company seeks to complete a Business Combination with a target that is Affiliated with the Sponsor, a Director or an Officer, the Company, or a committee of Independent Directors, if required by applicable law or based upon the decision of the board of Directors or a committee thereof, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view. |
50 |
Business Opportunities |
50.1 | To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“ Management |
50.2 | Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter |
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Filed: 17-Nov-2020 Auth Code: J29695536021 |
which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge. |
50.3 | To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past. |
www.verify.gov.ky File#: 366479 |
Filed: 17-Nov-2020 Auth Code: J29695536021 |
[ ] | ||
By: | | |
Name: | [ ] | |
Title: | [ ] |
Name of Investor: | State/Country of Formation or Domicile: | |||||||
By: | |
|||||||
Name: | |
|||||||
Title: | |
|||||||
Name in which Shares are to be registered (if different): | Date: , 2021 | |||||||
Investor’s EIN: | ||||||||
Business Address-Street: | Mailing Address-Street (if different): | |||||||
City, State, Zip: | City, State, Zip: | |||||||
Attn: | |
Attn: | | |||||
Telephone No.: | Telephone No.: | |||||||
Facsimile No.: | Facsimile No.: | |||||||
Number of Shares subscribed for: | ||||||||
Aggregate Subscription Amount: $ | Price Per Share: $10.00 |
DRAGONEER GROWTH OPPORTUNITIES CORP. II | ||
By: | | |
Name: | Pat Robertson | |
Title: | President and Chief Operating Officer |
A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
B. | INSTITUTIONAL ACCREDITED INVESTOR STATUS |
1. | ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” |
2. | ☐ We are not a natural person. |
1 |
Language to be omitted for individual shareholders. |
2 |
Language to be omitted for individual shareholders. |
3 |
Language to be omitted for legal entity shareholders. |
4 |
Language to be omitted for individual shareholders. |
5 |
Language to be included for legal entity shareholders. |
6 |
Language to be included for individual shareholders. |
7 |
Language to be included for individual shareholders. |
8 |
Language to be included for legal entity shareholders. |
c/o Dragoneer Growth Opportunities Corp. II | ||
1 Letterman Drive, Building D, Suite M-500 | ||
San Francisco, CA 94129 | ||
Attention: | Michael Dimitruk | |
Pat Robertson | ||
Email: | Michael@Dragoneer.com | |
Pat@Dragoneer.com |
Ropes & Gray LLP | ||
Three Embarcadero Center | ||
San Francisco, CA 94111 | ||
Attention: | Thomas Holden | |
E-mail: |
thomas.holden@ropesgray.com |
[ ] | ||
[ ] | ||
[ ] | ||
Attention: | [ ] | |
Facsimile: | [ ] | |
Email: | [ ] |
Kirkland & Ellis LLP | ||
[ ] | ||
[ ] | ||
Attention: | [ ] | |
E-mail: |
[ ] |
DRAGONEER GROWTH OPPORTUNITIES CORP. II | ||
By: | | |
Name: | Pat Robertson | |
Title: | President and Chief Operating Officer |
[SHAREHOLDER] | ||
By: | | |
Name: | ||
Title: |
Class/Series Securities |
Number of Shares | |
Class A Common Stock |
[●] | |
Class B Common Stock |
[●] | |
Options to Purchase Shares of Class B Common Stock |
[●] |
• | Company Shareholders Agreement* |
DRAGONEER GROWTH OPPORTUNITIES HOLDINGS II | ||
By: | /s/ Pat Robertson | |
Name: Pat Robertson | ||
Title: Manager | ||
DRAGONEER GROWTH OPPORTUNITIES CORP. II | ||
By: | /s/ Pat Robertson | |
Name: Pat Robertson | ||
Title: President and Chief Operating Officer | ||
PAPAY TOPCO, INC. | ||
By: | /s/ Rajeev K. Aggarwal | |
Name: Rajeev K. Aggarwal | ||
Title: Chief Executive Officer |
CLASS B HOLDERS: | ||
/s/ Marc Stad | ||
Marc Stad | ||
/s/ Marc Stad | ||
Pat Robertson | ||
/s/ Sarah Friar | ||
Sarah J. Friar | ||
/s/ David Ossip | ||
David D. Ossip | ||
/s/ Gokul Rajaram | ||
Gokul Rajaram | ||
/s/ Jay Simons | ||
Jay Simons |
Solely with respect to Section 6: | ||
By: | /s/ Marc Stad | |
Name: Marc Stad | ||
By: | /s/ Pat Robertson | |
Name: Pat Robertson |
COMPANY: | ||
CVENT HOLDING CORP. | ||
By: | | |
Name: | ||
Its: | ||
SPONSOR INVESTORS: | ||
[NAME] |
||
By: | | |
Its: | | |
EXECUTIVES: | ||
| ||
[NAME] |
||
DRAGONEER INVESTORS: | ||
[NAME] |
||
By: | | |
Its: | | |
OTHER INVESTORS: | ||
[NAME] |
||
By: | | |
Its: | |
| ||
Signature of Stockholder | ||
| ||
Print Name of Stockholder | ||
Address: | | |
| ||
|
Agreed and Accepted as of | ||
Cvent Holding Corp. | ||
By: | | |
Its: | |
[ ] | ||
By: | | |
Name: | ||
Title: | ||
Vista: |
||
[ ] |
DRAGONEER SPONSOR: | ||
[ ] |
1 |
Note to Draft |
1 |
Note to Draft |
1. |
Sale and Purchase. |
(a) | Forward Purchase Securities . |
(i) | The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Forward Purchase Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “ Maximum Number of Forward Purchase Securities ,” for an aggregate purchase price of $10.00 multiplied by the number of Forward Purchase Securities issued and sold hereunder (the “FPS Purchase Price ”). The amounts actually sold pursuant to this Section 1(a)(i) shall be determined solely by the Company. For the avoidance of doubt, the Company is not obligated to issue or sell any Forward Purchase Securities. |
(ii) | The Company shall require the Purchaser to purchase the Forward Purchase Securities pursuant to Section 1(a)(i) hereof by delivering notice (the “ Company Notice ”) to the Purchaser, at least five (5) Business Days before the funding of the FPS Purchase Price to an account specified by the Company, specifying the |
anticipated date of the Business Combination Closing, the number of Forward Purchase Securities being sold by the Company to the Purchaser and each Transferee (as defined in Section 4(d)) pursuant hereto (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section 1(a)(i)), the aggregate purchase price for the Forward Purchase Securities (the “ FPS Purchase Price ”) to be purchased by the Purchaser and instructions for wiring the FPS Purchase Price to an account designated by the Company. At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in the Company Notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account, the Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company may provide a subsequent Company Notice pursuant to this Section 1(a)(ii). For the purposes of this Agreement, “Business Day ” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. |
(iii) | The closing of the sale of the Forward Purchase Securities (the “ FPS Closing ”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Closing Date ”); provided, that at the Purchaser’s request, the FPS Closing may occur up to seven (7) days prior the Business Combination Closing. At the FPS Closing, the Company will issue to the Purchaser the number of Forward Purchase Securities each registered in the name of the respective Purchaser. |
(iv) | Notwithstanding the foregoing, to the extent the Purchaser does not have sufficient capital to fulfill its commitments to purchase some or all of the Forward Purchase Securities pursuant to the terms of this Agreement, Dragoneer Global Fund II, L.P. (“ DGF II ”), Dragoneer Opportunities Fund V, L.P. (“DOF V ”) or any of their affiliates shall be obligated to contribute such amounts to the Purchaser in order for the Purchaser to make such purchase. Provided further that Dragoneer Investment Group, LLC (the “Investment Manager ”) may assign the commitments under this section to any other funds managed by the Investment Manager as it determines in its sole discretion. |
(b) | Delivery of Forward Purchase Securities . |
(i) | The Company shall register the Purchaser as the owner of the number of Forward Purchase Securities with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the FPS Closing Date. |
(ii) | Each book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form: |
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER |
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.” |
(c) | Legend Removal . If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act ”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law. |
(d) | Registration Rights . The Purchaser shall have registration rights as set forth onExhibit A Registration Rights ”). |
2. |
Representations and Warranties of the Purchaser |
(a) | Restricted Securities . The Purchaser understands that the offer and sale of the Forward Purchase Securities have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO to the SEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward Purchase Securities. |
(b) | No General Solicitation . Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners, has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities. |
(c) | No Other Representations and Warranties; . Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Non-Reliance Purchaser Parties ”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company. |
3. |
Representations and Warranties of the Company |
(a) | Incorporation and Corporate Powe r. The Company is duly incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries. |
(b) | Capitalization . As of the date of this Agreement, the authorized share capital of the Company consists of: |
(i) | 200,000,000 Class A Shares, none of which are issued and outstanding. |
(ii) | 20,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (“ Class B Share(s) ”), 5,750,000 of which are issued and outstanding (750,000 of which are subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the IPO is not exercised in full). All of the issued and outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. |
(iii) | 1,000,000 preference shares, none of which are issued and outstanding. |
(c) | Authorization . All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the FPS Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws. |
(d) | Valid Issuance of Forward Purchase Securities . The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Company’s memorandum and articles of association (the “Charter ”), |
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance with the terms of this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws. |
(e) | Governmental Consents and Filings . Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for applicable requirements of the Securities Act and applicable state securities laws. |
(f) |
Compliance with Other Instruments . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement. |
(g) | Operations . As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of its securities. |
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(h) | Foreign Corrupt Practices . Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. |
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(i) |
Compliance with Anti-Money Laundering Laws . The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. |
(j) | Absence of Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. |
(k) | No General Solicitation . Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities. |
(l) | No Other Representations and Warranties; . Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, the Company has not made and does not make nor shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company disclaims any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company specifically disclaims that it is relying upon any other representations or warranties that may have been made by the Purchaser Parties. Non-Reliance |
4. |
Additional Agreements and Acknowledgements and Waivers of the Purchaser |
(a) | Trust Account . |
(i) | The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “ Trust Account ”) for the benefit of its public shareholders upon the closing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held by it. |
(ii) | The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim ”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held by it. |
(b) | Redemption and Liquidation . The Purchaser hereby waives, with respect to any Forward Purchase Securities held by it, any redemption rights it may have in connection with (i) the consummation of a Business Combination, including any such rights available in the context of a shareholder vote to approve such Business Combination and (ii) any shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s Class A Shares if the Company does not complete its Business Combination within 24 months (or 27 months, as applicable) after the closing of the IPO or (B) with respect to any other provisions relating to the rights of the Company’s Class A Shares, it being understood that the Purchaser shall be entitled to redemption and liquidation rights with respect to any Class A Shares held by it. |
(c) | Voting . The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of any proposed Business Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor of a Proposed Business Combination, the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest. |
(d) | Transfer . This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Securities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of Purchaser, but not to other third parties (each such transferee, a “Transferee ”). Upon any such assignment: |
(i) | the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “ Joinder Agreement ”), which shall reflect the maximum number of Forward Purchase Securities to be purchased by such Transferee (the “Transferee Securities ”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and |
(ii) | upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Securities to be purchased by the Purchaser hereunder shall be reduced by the maximum number of Forward Purchase Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Maximum Number of Forward Purchase Securities” and “Aggregate Purchase Price for Forward Purchase Securities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Securities, and each of the Transferee’s and the Purchaser’s purchase obligations shall be subject to allocation pursuant to Section 1(a)(i) herein. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. |
5. |
Additional Agreement of the Company |
(a) | Nasdaq Listing . The Company will use commercially reasonable efforts to effect the listing of the Class A Shares on The Nasdaq Capital Market (or another national securities exchange). |
(b) | QEF Election Information . Until the Business Combination, Dragoneer Growth Opportunities Holdings II (the “Sponsor ”) shall use commercially reasonable efforts to determine whether, in any year, the Company or any subsidiary of the Company is deemed to be a “passive foreign investment company” (a “PFIC ”) within the meaning of U.S. Internal |
Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “ Code ”). Until the Business Combination, if the Sponsor determines that the Company or any subsidiary of the Company is a PFIC in any year, for the year of determination and for each year thereafter during which the Purchaser holds an equity interest in the Company, the Company or its subsidiary shall use commercially reasonable efforts to (i) make available to the Purchaser the information that may be required to make or maintain a “qualified electing fund” election under the Code with respect to the Company and (ii) furnish the information required to be reported under Section 1298(f) of the Code and/or, upon request, necessary in order to make the election described in Section 1291(d)(2)(B) of the Code. |
6. |
FPS Closing Conditions |
(a) | The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser: |
(i) | the Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of Forward Purchase Securities; |
(ii) | The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands exempted limited company, as of a date within ten (10) Business Days of the FPS Closing; |
(iii) | the representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct, in the case of the Company, as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except, in the case of the Company, where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement; |
(iv) | the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and |
(v) | no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities. |
(b) | The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company: |
(i) | the Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of Forward Purchase Securities; |
(ii) | the representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true |
and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement; |
(iii) | the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and |
(iv) | no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities. |
7. |
Termination |
(a) | by mutual written consent of the Company and the Purchaser; |
(b) | automatically |
(i) | if the IPO is not consummated on or prior to February 28, 2021; |
(ii) | if the Business Combination is not consummated within twenty-four (24) months from the closing of the IPO (or twenty-seven (27) months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Business Combination within twenty-four (24) months from the closing of the IPO but has not completed the Business Combination within such twenty-four (24) month period), unless extended upon approval of the Company’s shareholders in accordance with the Charter; or |
(iii) | if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; |
In the event of any termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and the Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided , however , that nothing contained in this Section 7 shall relieve any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. |
8. |
General Provisions |
(a) | Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, and (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail |
or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Dragoneer Growth Opportunities Corp. II, c/o Dragoneer Investment Group, LLC, One Letterman Drive, Building D, Suite M500, San Francisco, California 94129, Attn: Michael Dimitruk, email: michael@dragoneer.com, with a copy to the Company’s counsel at: Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704, Attn: Paul Tropp, Esq., email: paul.tropp@ropesgray.com. |
All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a). |
(b) | No Finder’s Fees . Each of the parties represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or its respective officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. |
(c) | Survival of Representations and Warranties . All of the representations and warranties contained herein shall survive the FPS Closing. |
(d) | Entire Agreement . This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. |
(e) | Successors . All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. |
(f) | Assignments . Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. |
(g) | Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. |
(h) | Headings . The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. |
(i) | Governing Law . This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles. |
(j) | Jurisdiction . The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. |
(k) | WAIVER OF JURY TRIAL . THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. |
(l) | Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except with the written consent of the Company and the Purchaser. |
(m) | Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced. |
(n) | Expenses . Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities. |
(o) | Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of |
similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. |
(p) | Waiver . No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence. |
(q) | Confidentiality . Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement. |
PURCHASER: |
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DRAGONEER FUNDING II LLC | Address for Notices: | |||||||
Dragoneer Global Fund II, L.P. its Sole Member | ||||||||
By: Dragoneer Global GP II, LLC, its general partner | ||||||||
By: | /s/ Pat Robertson |
Dragoneer Investment Group, LLC, One Letterman Drive, Building D, Suite M500, San Francisco, California 94129, Attn: Michael Dimitruk | ||||||
Name: | Pat Robertson | |||||||
Title: | Chief Operating Officer | |||||||
DRAGONEER GLOBAL FUND II, L.P., solely with respect to the obligations under Section 1(a)(iv) | Dragoneer Investment Group, LLC, One Letterman Drive, Building D, Suite M500, San Francisco, California 94129, Attn: Michael Dimitruk | |||||||
By: Dragoneer Global GP II, LLC, its general partner |
||||||||
By: | /s/ Pat Robertson |
|||||||
Name: | Pat Robertson | |||||||
Title: | Chief Operating Officer | |||||||
DRAGONEER OPPORTUNITIES FUND V, L.P., solely with respect to the obligations under Section 1(a)(iv) | Dragoneer Investment Group, LLC, One Letterman Drive, Building D, Suite M500, San Francisco, California 94129, Attn: Michael Dimitruk | |||||||
By: Dragoneer Opportunities V GP, L.P., its general partner | ||||||||
By: Dragoneer Opportunities V GP CC, LLC, its general partner | ||||||||
By: | /s/ Pat Robertson |
|||||||
Name: | Pat Robertson | |||||||
Title: | Authorized Person |
COMPANY: |
||||||||
DRAGONEER GROWTH OPPORTUNITIES CORP. II | Dragoneer Investment Group, LLC, One Letterman Drive, Building D, Suite M500, San Francisco, California 94129, Attn: Michael Dimitruk | |||||||
By: | /s/ Pat Robertson |
|||||||
Name: | Pat Robertson | |||||||
Title: | President and Chief Operating Officer |
Maximum Number of Forward Purchase Securities: |
5,000,000 | |||
Aggregate Purchase Price for Maximum Number of Forward Purchase Securities: |
$ | 50,000,000 |
1. | The Company shall use its reasonable best efforts to (i) within thirty (30) days after the Business Combination Closing, file a registration statement for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities, a “ Resale Shelf ”) of (x) the Class A Shares comprising the Forward Purchase Securities, (y) any other Class A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities ”) for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale of the Registrable Securities from time to time; provided , that if Form S-3 is unavailable for such a registration, the Company shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities on Form S-3 as soon as such form is available, (ii) cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter, but in no event later than ninety (90) days after the closing of the Business Combination and (iii) maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities and to ensure the Resale Shelf does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which the Purchaser ceases to hold Registrable Securities covered by such Resale Shelf and (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act; and provided , further , with respect to Registrable Securities acquired after the Business Combination Closing, the Company shall only be obligated to amend the Resale Shelf or file a new registration statement that will constitute a Resale Shelf to include such Registrable Securities on two (2) occasions, each upon the written request of the Purchaser with respect to at least 100,000 Registrable Securities. |
2. | In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“ Staff ”) of the Securities and Exchange Commission (“SEC ”) from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that the Purchaser be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and the Purchaser does not consent in writing to being so named as an underwriter in such registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its reasonable best efforts to file amendments to the Resale Shelf as required by the SEC and/or (ii) withdraw the Resale Shelf and file a new registration statement (a “New Registration Statement ”), on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted by Staff and the Purchaser is not required to be named as an “underwriter”; provided , that any Registrable Securities not registered due to this paragraph 2 shall thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable. |
3. | If at any time the Company proposes to file a registration statement (a “ Registration Statement ”) on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders ”), relating to an underwritten offering of ordinary shares, or engage in an Underwritten Shelf Takedown (as defined below) off an existing registration statement (a “Company Offering ”), then the Company will provide the Purchaser with notice in writing (an “Offer Notice ”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include in the Registration Statement, the Purchaser’s Registrable Securities. Within five (5) Business Days (or, in the case of an Offer Notice delivered to |
the Purchaser in connection with an Underwritten Shelf Takedown, within three (3) Business Days) after receiving the Offer Notice, a Purchaser may make a written request to the Company to include some or all of the Purchaser’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the requesting Purchaser. |
4. | At any time during which the Company has an effective Resale Shelf with respect to the Purchaser’s Registrable Securities, the Purchaser may make a written request (which request shall specify the intended method of disposition thereof) (a “ Shelf Takedown Request ”) to the Company to effect a sale, of all or a portion of the Purchaser’s Registrable Securities that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to file, to the extent required by applicable law or regulation, a prospectus supplement (a “Shelf Takedown Prospectus Supplement ”) for such purpose as soon as reasonably practicable following receipt of a Shelf Takedown Request. The Purchaser may request that any such sale be conducted as an underwritten public offering (an “Underwritten Shelf Takedown ”). |
5. | The determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown Prospectus Supplement will be an Underwritten Shelf Takedown shall be made in the sole discretion of the Purchaser(s), after consultation with the Company, and the Purchaser(s) shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees. The Purchaser(s) shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). |
6. | In connection with any Underwritten Shelf Takedown, the Company shall enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables. |
7. | The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7, “ Registration Expenses ” shall mean the out-of-pocket provided |
8. | The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice (“ Suspension Notice ”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its shareholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after the date of such notice to the Purchaser; provided such period may be extended for an additional thirty (30) days with the consent of a majority-in-interest End of Suspension Notice ”) from the Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to be concluded as promptly as reasonably practicable. |
9. | The Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement. |
10. | The Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers, affiliates, employees, agents, and representatives of the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the officers, directors, partners, members, managers, agents, affiliates, employees and investment advisers of each such controlling person (collectively, “Indemnified Persons ”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses ”), promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent, but only to the extent, that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the Purchaser or any termination of this Agreement. |
11. | The Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser furnishing to the Company in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. The Purchaser shall severally, and not jointly with any other selling stockholder named in the Resale Shelf, indemnify |
the Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by the Purchaser expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several, for the Purchaser and shall be limited to the net amount of proceeds received by the Purchaser from the sale of Registrable Securities pursuant to the Resale Shelf. |
12. | The Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request and registered in such names as the Purchaser may request. |
13. | If requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable Securities. |
14. | As long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act shall file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and shall promptly furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the extent required from time to time, to enable the Purchaser to sell the Class A Shares held by the Purchaser without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements. |
15. | The rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction with and to the extent of any transfer or assignment of Registrable Securities by the Purchaser to any transferee or assignee. |
16. | Without limitation of the foregoing, in the event that the Company enters into a registration rights agreement with the Purchaser at or prior to the consummation of the Business Combination, the Purchaser will be entitled to the registration rights agreed to at the time of the Business Combination, which may replace the terms set forth on this Exhibit A. |
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. (included as Annex A to the proxy statement/prospectus/consent solicitation). | |
3.1 | Amended and Restated Memorandum and Articles of Association of Dragoneer (included as Annex B to the proxy statement/prospectus/consent solicitation). | |
3.2 | Form of Certificate of Incorporation of New Cvent, to become effective upon Domestication (included as Annex C to the proxy statement/prospectus/consent solicitation). | |
3.3 | Form of Bylaws of New Cvent, to become effective upon Domestication (included as Annex D to the proxy statement/prospectus/consent solicitation). | |
4.1 | Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed by the Registrant on November 6, 2020). | |
4.2** | Form of Certificate of Corporate Domestication of Dragoneer, to be filed with the Secretary of the State of Delaware. | |
5.1** | Opinion of Ropes & Gray LLP. | |
10.1 | Form of Subscription Agreement (included as Annex E to the proxy statement/prospectus/consent solicitation). | |
10.2 | Form of Cvent Shareholder Transaction Support Agreement (included as Annex F to the proxy statement/prospectus/consent solicitation). |
Exhibit Number |
Description | |
10.23+** | Form of RSU Award Agreement (Director). | |
10.24+** | Form of RSU Award Agreement (Employee). | |
10.25+** | Form of Option Award Agreement. | |
21.1 | List of subsidiaries of Dragoneer. | |
23.1 | Consent of WithumSmith+Brown, PC, independent registered accounting firm for Dragoneer. | |
23.2 | Consent of PricewaterhouseCoopers LLP, independent registered accounting firm for Cvent. | |
23.3** | Consent of Ropes & Gray LLP (included as part of Exhibit 5.1). | |
23.4 | Consent of Frost & Sullivan. | |
23.5 | Consent of Forrester. | |
24.1 | Power of Attorney. | |
99.1 | Consent of Rajeev Aggarwal to be named as a director | |
99.2 | Consent of Betty Hung to be named as a director | |
99.3 | Consent of Maneet Saroya to be named as a director | |
99.4** | Form of Proxy for Extraordinary General Meeting. | |
99.5** | Form of Written Consent of the Stockholders of Papay Topco, Inc. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
** | To be filed by amendment. |
† | Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
†† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan or arrangement. |
§ | Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request. |
11. | The undersigned Registrant hereby undertakes: |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) |
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. |
(b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(e) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
12. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
13. | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
14. | The registrant undertakes that every prospectus: (1) that is filed pursuant to the immediately preceding paragraph, or (2) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
15. | The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. |
16. | The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. |
DRAGONEER GROWTH OPPORTUNITIES CORP. II | ||
By: | /s/ Marc Stad | |
Name: Marc Stad | ||
Title: Chief Executive Officer and Chairman of the Board of Directors |
NAME |
POSITION |
DATE | ||
/s/ Marc Stad |
Chief Executive Officer and Chairman of the Board of Directors ( Principal Executive Officer |
September 29, 2021 | ||
Marc Stad |
||||
/s/ Pat Robertson |
President, Chief Operating Officer and Director ( Principal Financial Officer and Principal Accounting Officer |
September 29, 2021 | ||
Pat Robertson |
||||
/s/ Sarah J. Friar |
Director | September 29, 2021 | ||
Sarah J. Friar |
||||
/s/ David D. Ossip |
Director | September 29, 2021 | ||
David D. Ossip |
||||
/s/ Gokul Rajaram |
Director | September 29, 2021 | ||
Gokul Rajaram |
||||
/s/ Jay Simons |
Director | September 29, 2021 | ||
Jay Simons |