UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington, D.C.~~WASHINGTON, DC 20549

FORM 10-Q

(~~MARK ONE)~~Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~quarter~~quarterly period ended March 31, ~~2021~~2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ~~from~~ from:____________ to __________

Commission ~~file number:~~ File Number: 001-39709

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

CVENT HOLDING CORP.

(Exact Name of Registrant as Specified in ~~Its~~its Charter)


~~Cayman Islands~~ Delaware		98-1560055
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1765 Greensboro Station Place, 7th Floor Tysons, VA	22102
(Address of principal executive offices)	(Zip Code)

~~One Letterman Drive~~Registrant’s telephone number, including area code: (703) 226-3500

~~Building D, Suite M500~~

~~San Francisco, CA~~

~~(Address of principal executive offices)~~

~~(415)~~ ~~539-3099~~

~~(Issuer’s telephone number)~~

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

~~Class A ordinary shares,~~

Common stock, par value $0.0001 ~~par value~~per share

~~DGNS~~

CVT

The Nasdaq ~~Capital~~Global Market

~~Check~~Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐ ☒
Non-accelerated filer	☐
~~Non-accelerated~~ ~~filer~~	☒	Smaller reporting company	☒ ☐

		Emerging growth company	☒ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

As of ~~June 21, 2021, there were 28,352,000 Class A ordinary~~April 29, 2022, the registrant had 481,302,459 shares of common stock, $0.0001 par value ~~and 6,900,000 Class B ordinary shares, $0.0001 par value, issued and~~per share, outstanding.

PART I—FINANCIAL INFORMATION

Item 1. ~~Interim~~ Financial Statements.

~~DRAGONEER GROWTH OPPORTUNITIES~~CVENT HOLDING CORP. II

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

   March 31,
2021 December 31,
2020
   (Unaudited)
ASSETS

Current assets

Cash
   $ 2,032,151 $ 90,095
Prepaid expenses
   1,073,441 1,188,660


Total Current Assets
   3,105,592 1,278,755
Investment held in Trust Account
   276,002,496 276,000,000


TOTAL ASSETS
   $ 279,108,088 $ 277,278,755


LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities

Accrued expenses
   $ 226,271 $ 25,296
Convertible note
   2,000,000 —


Total Current Liabilities
   2,226,271 25,296
Deferred underwriting fee payable
   9,660,000 9,660,000


Total Liabilities
   11,886,271 9,685,296


Commitments

Class A ordinary shares subject to possible redemption 27,600,000 at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020
   276,000,000 276,000,000
Shareholders’ Deficit

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
   —   —
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 752,000 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020
   75 75
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020
   690 690
Additional paid-in capital
   —   —
Accumulated deficit
   (8,778,948 ) (8,407,306 )


Total Shareholders’ Deficit
   (8,778,183 ) (8,406,541 )


TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
   $ 279,108,088 $ 277,278,755

~~The~~


	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	188,070		$	126,526
Restricted cash		104			103
Short-term investments		4,952			538
Accounts receivable, net of allowance of $3.6 million and $4.5 million, respectively		92,878			112,251
Capitalized commission, net		24,870			25,393
Prepaid expenses and other current assets		27,048			20,376
Total current assets		337,922			285,187
Property and equipment, net		14,727			15,334
Capitalized software development costs, net		104,920			108,851
Intangible assets, net		209,376			221,371
Goodwill		1,618,067			1,617,880
Operating lease-right-of-use assets		26,225			28,370
Capitalized commission, non-current, net		23,499			22,999
Deferred tax assets, non-current		2,370			2,403
Other assets, non-current, net		3,864			3,684
Total assets	$	2,340,970		$	2,306,079
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	0		$	0
Accounts payable		2,185			2,675
Accrued expenses and other current liabilities		66,739			79,827
Fees payable to customers		49,475			24,982
Operating lease liabilities, current		11,236			11,290
Deferred revenue		287,504			239,843
Total current liabilities		417,139			358,617
Deferred tax liabilities, non-current		16,664			16,695
Long-term debt, net		262,593			262,302
Operating lease liabilities, non-current		27,930			30,809
Other liabilities, non-current		8,235			8,200
Total liabilities		732,561			676,623
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.0001 par value, 1,500,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 481,266,396 and 481,121,695 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		48			48
Additional paid-in capital		2,493,972			2,483,761
Accumulated other comprehensive loss		(2,615	)		(2,746	)
Accumulated deficit		(882,996	)		(851,607	)
Total stockholders’ equity		1,608,409			1,629,456
Total liabilities and stockholders’ equity	$	2,340,970		$	2,306,079

See accompanying notes ~~are an integral part of~~to the unaudited condensed consolidated financial ~~statements.~~statements

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

~~THREE MONTHS ENDED MARCH 31, 2021~~(in thousands, except share and per share data)

~~(UNAUDITED)~~(unaudited)

General and administrative expenses
   374,138


Loss from operations
   (374,138 )
Other income:

Interest earned on marketable securities held in Trust Account
   2,496


Net loss
   $ (371,642 )


Weighted average shares outstanding of Class A redeemable ordinary shares
   27,600,000


Basic and diluted income per share, Class A redeemable ordinary shares
   $ 0.00


Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares
   7,652,000


Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares
   $ (0.05 )


	Three Months Ended March 31,
	2022			2021
Revenue	$	137,356		$	117,287
Cost of revenue		56,200			43,845
Gross profit		81,156			73,442
Operating expenses:
Sales and marketing		40,091			28,837
Research and development		31,406			21,674
General and administrative		24,951			16,754
Intangible asset amortization, exclusive of amounts included in cost of revenue		12,154			13,035
Total operating expenses		108,602			80,300
Loss from operations		(27,446	)		(6,858	)
Interest expense		(2,592	)		(7,533	)
Amortization of deferred financing costs and debt discount		(320	)		(943	)
Other income, net		260			273
Loss before income taxes		(30,098	)		(15,061	)
Provision for income taxes		1,291			1,500
Net loss	$	(31,389	)	$	(16,561	)
Other comprehensive loss:
Foreign currency translation gain/(loss)		131			(621	)
Comprehensive loss	$	(31,258	)	$	(17,182	)
Basic and Diluted net loss per common share	$	(0.07	)	$	(0.04	)
Basic and Diluted weighted-average common shares outstanding		481,144,118			416,325,183

~~The~~

See accompanying notes ~~are an integral part of~~to the unaudited condensed consolidated financial ~~statements.~~statements

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS’ DEFICIT~~STOCKHOLDERS’ EQUITY

~~THREE MONTHS ENDED MARCH 31, 2021~~(in thousands, except share data)

~~(UNAUDITED)~~(unaudited)

   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
   752,000    $ 75    6,900,000    $ 690    $ —      $ (8,407,306 ) $ (8,406,541 )
Net loss
   —      —      —      —      —      (371,642 ) (371,642 )












Balance – March 31, 2021
   752,000    $ 75    6,900,000    $ 690    $ —      $ (8,778,948 ) $ (8,778,183 )


	Common Stock				Amount					Accumulated
	Shares		Amount		Additional paid-in capital		Accumulated deficit			other comprehensive income / (loss)			Total stockholders’ equity
Balance as of December 31, 2021		481,121,695	$	48	$	2,483,761	$	(851,607	)	$	(2,746	)	$	1,629,456
Stock-based compensation expense		-		-		9,768		-			-			9,768
Net loss		-		-		-		(31,389	)		-			(31,389	)
Common stock issued under share-based compensation plans		144,701		-		443		-			-			443
Common stock repurchased		-		-		-		-			-			-
Foreign currency translation loss		-		-		-		-			131			131
Balance as of March 31, 2022		481,266,396	$	48	$	2,493,972	$	(882,996	)	$	(2,615	)	$	1,608,409

~~The~~


	Common Stock					Amount						Accumulated
	Shares			Amount		Additional paid-in capital			Accumulated deficit			other comprehensive income / (loss)			Total stockholders’ equity
Balance as of December 31, 2020		416,303,325		$	42	$	1,936,406		$	(765,528	)	$	(69	)	$	1,170,851
Stock-based compensation expense		-			-		608			-			-			608
Net loss		-			-		-			(16,561	)		-			(16,561	)
Common stock issued under share-based compensation plans		221,001			-		319			-			-			319
Common stock repurchased		(123,435	)		-		(122	)		-			-			(122	)
Foreign currency translation loss		-			-		-			-			(621	)		(621	)
Balance as of March 31, 2021		416,400,891		$	42	$	1,937,211		$	(782,089	)	$	(690	)	$	1,154,474

See accompanying notes ~~are an integral part of~~to the unaudited condensed consolidated financial ~~statements.~~statements

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~THREE MONTHS ENDED MARCH 31, 2021~~(in thousands)

~~(UNAUDITED)~~(unaudited)

Cash Flows from Operating Activities:

Net loss
   $ (371,642 )
Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account
   (2,496 )
Changes in operating assets and liabilities:

Prepaid expenses
   115,219
Accrued expenses
   200,975


Net cash used in operating activities
   (57,944 )


Cash Flows from Financing Activities

Proceeds from convertible promissory note - related party
   2,000,000


Net cash provided by financing activities
   $ 2,000,000


Net Change in Cash
   1,942,056
Cash – Beginning of period
   90,095


Cash – End of period
   $ 2,032,151


	Three Months Ended March 31,
	2022			2021
Operating activities:
Net loss	$	(31,389	)	$	(16,561	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		30,187			31,273
Amortization of the right-of-use assets		2,077			2,439
Allowance for expected credit losses, net		279			9
Amortization of deferred financing costs and debt discount		320			943
Amortization of capitalized commission		7,948			7,262
Unrealized foreign currency transaction gain		287			4
Stock-based compensation		9,768			608
Change in deferred taxes		2			384
Change in operating assets and liabilities, net of business combinations:
Accounts receivable		18,968			(4,211	)
Prepaid expenses and other assets		(7,021	)		(2,316	)
Capitalized commission, net		(13,581	)		(12,496	)
Accounts payable, accrued expenses and other liabilities		16,783			11,238
Operating lease liability		(2,864	)		(3,293	)
Deferred revenue		48,160			35,922
Net cash provided by operating activities		79,924			51,205
Investing activities:
Purchase of property and equipment		(1,375	)		(1,038	)
Capitalized software development costs		(11,891	)		(8,705	)
Purchase of short-term investments		(21,238	)		(24,336	)
Maturities of short-term investments		16,824			9,116
Net cash used in investing activities		(17,680	)		(24,963	)
Financing activities:
Principal repayments on first lien term loan		0			(1,984	)
Principal repayments of revolving credit facility		0			(8,400	)
Proceeds from exercise of stock options		510			319
Net cash provided by (used in) financing activities		510			(10,065	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,209	)		(626	)
Change in cash, cash equivalents, and restricted cash		61,545			15,551
Cash, cash equivalents, and restricted cash, beginning of period		126,629			65,470
Cash, cash equivalents, and restricted cash, end of period	$	188,174		$	81,021
Supplemental cash flow information:
Interest paid	$	2,584		$	4,382
Income taxes paid	$	1,743		$	1,350
Supplemental disclosure of non-cash investing and financing activities:
Outstanding payments for purchase of property and equipment at period end	$	382		$	174
Outstanding payments for capitalized software development costs at period end	$	887		$	654

~~The~~

See accompanying notes ~~are an integral part of~~to the unaudited condensed consolidated financial ~~statements.~~statements

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

CVENT HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~(unaudited)

1. Description of Business

Cvent Holding Corp. (the “Company”) is the indirect parent company of Cvent, Inc. (“Cvent”).

The Company provides a cloud-based enterprise event marketing and management platform with solutions for both sides of the meetings and events value ecosystem: (i) for marketers and meeting and event planners, through its Event Cloud offering and (ii) for hoteliers and venues, through its Hospitality Cloud. The Company’s integrated event marketing and management platform powers the entire event lifecycle by enabling marketers and event planners to automate and streamline the process of creating, promoting, managing, and measuring events for organizations of all sizes. Cvent solutions empower customers to deliver and maximize live engagement across their event programs helping to forge deeper relationships with attendees, build brand advocacy and increase demand for their products and services. It also helps organizations more efficiently manage critical event processes, control spend and reduce meetings costs. The Company’s Hospitality Cloud provides hoteliers and venues with an integrated platform that enables properties to increase group and business transient revenue through a combination of cloud-based software products and targeted advertising to organizations that run events while they are in the process of sourcing their events. Hospitality Cloud solutions also improve purchasing intelligence through innovative demand management and business intelligence. By connecting event organizers to venues, the Company powers an entire ecosystem that increase Cvent’s “stickiness” and drives sales of our software offerings across our Event and Hospitality Cloud businesses.

On December 8, 2021

~~(Unaudited)~~

~~NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~

(the “Closing Date”), Dragoneer Growth Opportunities Corp. II ~~(the “Company”~~(“Dragoneer”) is, a ~~blank check~~special purpose acquisition company, incorporated as a Cayman Islands exempted company on September 25, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate ~~non-operating~~ ~~income in the form of interest income from the proceeds derived from the Initial Public Offering.~~

~~The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2020. On November 19, 2020, the Company~~ consummated the Initial Public Offering of 27,600,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $276,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 752,000 private placement shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to the Company’s sponsor, Dragoneer Growth Opportunities Holdings II (an affiliate of Dragoneer Investment Group, LLC), generating gross proceeds of $7,520,000, which is described in Note 5.

~~Transaction costs amounted to $15,853,777, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $673,777 of other offering costs.~~

Following the closing of the Initial Public Offering on November 19, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), which, subsequent to January 1, 2021, was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule ~~2a-7~~ of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Exchange listing rules require that the Business Combination ~~must be with one or more target businesses that together have an aggregate fair market value of at least 80% of~~Agreement (the “Business Combination Agreement”) dated July 23, 2021, 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 (“Legacy Cvent”).

Pursuant to the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

~~The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion~~terms of the Business Combination ~~either~~Agreement, a reverse recapitalization between Dragoneer and Legacy Cvent was consummated, where by (i) ~~in connection~~Merger Sub I merged with ~~a general meeting called~~and into Legacy Cvent (the “First Merger” the time the First Merger becomes effective being referred to ~~approve~~as the “First Effective Time”), and the separate corporate existence of Merger Sub I ceased and Legacy Cvent became the surviving corporation and (ii) promptly following the First Effective Time, Legacy Cvent merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”; the Mergers together with the other transactions contemplated by the Business Combination ~~or (ii) by means of a tender offer. The decision~~Agreement, collectively, the “Reverse Recapitalization Transaction”), with Merger Sub II as ~~to whether~~ the ~~Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by~~surviving company in the ~~Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal~~Second Merger and, after giving effect to the ~~aggregate amount then on deposit in~~Mergers, Merger Sub II becoming a wholly-owned subsidiary of Dragoneer (the time that the ~~Trust Account, calculated~~Second Merger becomes effective being referred to as the “Second Effective Time”). Upon the closing of, two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and ~~outstanding public shares, subject to certain limitations as described in the prospectus. The~~ ~~per-share~~ amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote in person or by proxy at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

~~The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it~~ in connection with, the ~~completion~~Reverse Recapitalization Transaction, Dragoneer became a Delaware corporation and changed its name to “Cvent Holding Corp.”

Response to COVID-19

The Company believes there is sufficient cash flow to meets its business obligations, working capital needs, and remain in financial compliance with covenants for the next 12 months from the date of ~~a Business Combination and (b) not~~financial statement issuance. Nonetheless, in order to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares ifbetter enable the Company ~~does not complete a Business Combination within~~to weather the ~~Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or~~ ~~pre-initial~~ ~~Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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), divided~~extraordinary business challenges brought about by the ~~number of then issued and outstanding Public Shares.~~

The Company will have until November 19, 2022 (or February 19, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by November 19, 2022 but has not completed a Business Combination by November 19, 2022) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension Period”), the Company 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 100% of 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00).

~~In order~~global COVID-19 pandemic, to protect the ~~amounts held in the Trust Account, the Sponsor has agreed that it will be liable to~~safety and welfare of its employees, itself financially, maintain cash reserves, and ensure its long-term solvency, the Company ifinstituted certain temporary measures during 2020 that continued into 2021. These measures, including undertaking restructuring actions to manage costs and ~~to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to~~headcount, provided the Company orthe financial flexibility needed to manage a ~~prospective target business with which~~wide array of outcomes that may result from the ~~Company~~pandemic. These temporary measures were discontinued during the second half of 2021.

The global COVID-19 pandemic has ~~discussed entering into a transaction agreement, reduce the amount of funds~~created, and may continue to create, significant uncertainty in ~~the Trust Account to below the lesser of (1) $10.00 per Public Share~~macroeconomic conditions, and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of ~~any liability for such third-party claims.~~its impact on the Company’s operational and financial performance will depend on continuously evolving factors including, but not limited to the duration and spread of the outbreak, the speed and degree of the anticipated economic recovery, and the impact on the Company’s customers. The Company ~~will seek~~considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022. As events continue to ~~reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than~~evolve and additional information becomes available, the Company’s ~~independent registered public accounting firm), prospective target businesses or other entities with which~~estimates and assumptions may change materially in future periods.

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited interim condensed consolidated financial statements as of March 31, 2022 and for the ~~Company does business, execute agreements with~~three months ended March 31, 2022 and 2021 include the ~~Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT~~

The Company previously reported its Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per Public Share, while taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001.

~~In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC~~ ~~480-10,~~ ~~redemption provisions not solely within the control~~accounts of the Company ~~require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified certain Public Shares~~and its wholly-owned subsidiaries. All intercompany balances and

transactions have been eliminated in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

Upon considering the impact of the forward purchase agreement entered into on October 29, 2020, it was concluded that the redemption value should include all Public Shares, resulting in the Class A ordinary shares subject to possible redemption being equal to $276,000,000. This resulted in a measurement adjustment to the carrying value of the Class A ordinary shares subject to redemption with the offset recorded to additional ~~paid-in~~ ~~capital and accumulated deficit.~~

~~The table below summarizes the effects of the revision of the financial statements for all periods being revised:~~

   As
Previously
Reported    Adjustments    As
Revised
Balance sheet as of November 19, 2020

Class A Ordinary Shares Subject to Possible Redemption
   262,686,220    13,313,780    276,000,000
Class A Ordinary Shares
   208    (133 )    75
Additional Paid-in Capital
   5,004,105    (5,004,105 )    —
Accumulated Deficit
   (4,999 )    (8,309,542 )    (8,314,541 )
Total Shareholders’ Equity (Deficit)
   5,000,004    (13,313,780 )    (8,313,776 )
Balance sheet as of December 31, 2020

Class A Ordinary Shares Subject to Possible Redemption
   262,593,450    13,406,550    276,000,000
Class A Ordinary Shares
   209    (134 )    75
Additional Paid-in Capital
   5,096,874    (5,096,874 )    —
Accumulated Deficit
   (97,764 )    (8,309,542 )    (8,407,306 )
Total Shareholders’ Equity (Deficit)
   5,000,009    (13,406,550 )    (8,406,541 )

~~NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

~~The accompanying~~consolidation. These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ~~generally accepted in the United States of America~~ (“GAAP”) ~~for interim financial information~~ and ~~in accordance with the instructions to Form~~ ~~10-Q~~ ~~and Article 8 of Regulation~~ ~~S-X~~ ~~of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted,~~ pursuant to the ~~rules and~~ regulations of the ~~SEC for~~U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes ~~necessary~~required by U.S. GAAP for a complete ~~presentation of~~ financial ~~position, results of operations, or cash flows.~~statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements ~~include~~reflect all adjustments, consisting primarily of a normal recurring ~~nature, which are~~accruals, necessary for a fair ~~presentation~~statement of the financial position ~~operating~~as of March 31, 2022, the results of operations for the three months ended March 31, 2022 and 2021, and cash flows for the ~~periods presented.~~

three months ended March 31, 2022 and 2021. The ~~accompanying~~condensed balance sheet at December 31, 2021 was derived from audited annual financial statements and does not contain all of the footnote disclosures from the annual financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the ~~Company’s~~Company's Annual Report on Form 10-K for the ~~period~~year ended December 31, ~~2020,~~2021.

3. Revenue

Disaggregation of Revenue

The Company derives revenue from two primary sources: Event Cloud subscription-based solutions and Hospitality Cloud marketing and subscription-based solutions. They are principally generated from North America, which comprises the United States and Canada, with Canada representing 2.4% of total revenue for each of the ~~Securities Act,~~three months ended March 31, 2022 and 2021. Revenue from sources outside North America represented 12.0% and 13.6% of total revenue for three months ended March 31, 2022 and 2021, respectively. The Company’s disaggregation of revenue primary geographic region is as ~~modified~~follows (in thousands):


	Three Months Ended March 31,
	2022		2021
North America	$	120,823	$	101,282
Outside North America		16,533		16,005
Revenue	$	137,356	$	117,287

The Company’s disaggregation of revenue by major business activity is as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
Event Cloud	$	94,988	$	81,133
Hospitality Cloud		42,368		36,154
Revenue	$	137,356	$	117,287

Deferred Revenue

Deferred revenue represents billings under signed contracts before the ~~Jumpstart Our Business Startups Act~~related products or services are transferred to customers. The portion of ~~2012 (the “JOBS Act”),~~deferred revenue that is expected to be recognized as revenue during the subsequent 12-month period is recorded as deferred revenue in current liabilities and ~~it may take advantage of certain exemptions from various reporting requirements that are applicable to~~the remaining portion is recorded as other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~elect to opt out of the extended transition period and comply with the requirements that apply to~~ ~~non-emerging~~ growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public companyliabilities, non-current, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use of Estimates~~

~~The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates~~not material. Deferred revenue was $287.5 million and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Cash and Cash Equivalents~~

~~The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents~~$239.8 million as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively. During the three months ended March 31, 2022, the Company recognized $98.8 million of revenue that was included in the deferred revenue balance at the beginning of 2022.

~~Offering Costs~~Remaining Performance Obligations

~~Offering costs consist of legal, accounting, underwriting fees and other costs incurred through~~For multiple-year agreements for either Event Cloud or Hospitality Cloud, we typically invoice the ~~Initial Public Offering that are directly related to~~amount for the ~~Initial Public Offering. Offering costs amounting to $15,853,777 were charged to shareholders’ equity upon the completion~~first year of the ~~Initial Public Offering.~~

~~Class A Ordinary Shares Subject~~contract at signing followed by subsequent annual invoices at the anniversary of each year. Since we bill most of our customers in advance, there can be amounts that we have not yet been contractually able to ~~Possible Redemption~~

~~The Company accounts for its Class A ordinary shares subject to possible redemption~~invoice. Until such time as these amounts are invoiced or recognized in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights thatrevenue, they are considered by us to be ~~outside of the Company’s control~~unbilled contract value, and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit.

~~Income Taxes~~

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.together with deferred revenue, remaining performance obligations. As of March 31, ~~2021~~2022 and December 31, ~~2020, there were no unrecognized tax benefits~~2021, our total current deferred revenue was $287.5 million and ~~no amounts accrued~~$239.8 million, respectively, which amount does not include unbilled contract value for ~~interest~~contracts of approximately $518.8 million and ~~penalties. The Company is currently not aware~~$573.4 million, respectively. We expect that the amount of ~~any issues under review that could result in significant payments, accruals or material deviation~~unbilled contract value relative to the total value of our contracts will change from ~~its position.~~

~~The Company is considered~~year to ~~be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements~~year for several reasons, including the amount of cash collected early in the ~~Cayman Islands or~~contract term, the ~~United States. As such,~~specific timing and duration of customer agreements, varying invoicing cycles of agreements, the specific timing of customer renewal, changes in customer financial circumstances and foreign currency fluctuations. We expect to recognize 69.2% of our remaining performance obligations as revenue over the subsequent 24 months, and the remainder thereafter.

Sales Commission

The current portion of capitalized commissions, net was $24.9 million and $25.4 million and the noncurrent portion of capitalized commissions, net was $23.5 million and $23.0 million as of March 31, 2022 and December 31, 2021, respectively. During the ~~Company has no provision~~three months ended March 31, 2022 and 2021, $7.9 million and $7.3 million of capitalized commissions were amortized to sales and marketing expense in the accompanying condensed consolidated statements of operations and comprehensive loss, respectively.

Allowance for ~~income taxes.~~Expected Credit Losses

The change in the Company’s allowance for expected credit losses is as follows (in thousands):

~~Net Income (Loss) per Ordinary Share~~


	March 31, 2022			December 31, 2021
Allowance for expected credit losses, beginning of period	$	4,547		$	3,287
Credit loss expense		279			8,316
Write-offs and adjustments		(1,225	)		(7,056	)
Allowance for expected credit losses, end of period	$	3,601		$	4,547

Property and equipment are summarized as follows (in thousands):


	March 31,			December 31,
	2022			2021
Computer equipment, purchased software and software developed for internal-use	$	23,992		$	22,517
Leasehold improvements		22,744			22,747
Furniture and equipment		9,137			9,087
Rentable onsite solutions equipment		6,324			6,324
Other		250			511
Property and equipment, gross		62,447			61,186
Less accumulated depreciation		(47,720	)		(45,852	)
Property and equipment, net	$	14,727		$	15,334

Depreciation of property and equipment was $2.0 million and $3.1 million during the ~~weighted average number of ordinary shares outstanding~~three months ended March 31, 2022 and 2021, respectively.

Capitalized software for the ~~period. At~~Company’s software platforms was developed either internally or was acquired through acquisitions. Capitalized software development costs and acquired software technology are summarized as follows (in thousands):


	March 31, 2022			December 31, 2021
Capitalized software development costs, gross	$	397,447		$	385,384
Less, accumulated depreciation		(292,527	)		(276,533	)
Capitalized software development costs, net	$	104,920		$	108,851

Amortization of capitalized software development costs, recorded as cost of revenue, was $16.0 million and $15.2 million during the three months ended March 31, 2022 and 2021, respectively.

6. Goodwill and Intangible Assets

The change in carrying amount of goodwill is summarized as follows (in thousands):


Goodwill as of January 1, 2022	$	1,617,880
Foreign currency translation adjustments		187
Goodwill as of March 31, 2022	$	1,618,067

Intangible assets are amortized based on a pattern in which the ~~Company did~~asset’s economic benefits are consumed, or if not ~~have any dilutive securities~~reliably determined, amortized on a straight-line basis over their estimated useful lives between two and fifteen years.

Intangible assets consisted of the following as of March 31, 2022 (in thousands):


	Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net		Weighted-average remaining life (in years)
Customer relationships	$	438,350	$	(267,123	)	$	171,227	4.1 years
Trademarks		96,905		(58,818	)		38,087	3.8 years
Non-compete agreements		588		(588	)		-
Intangible assets subject to amortization		535,843		(326,529	)		209,314
Indefinite-lived assets		62		-			62
Intangible assets, net	$	535,905	$	(326,529	)	$	209,376

Intangible assets consisted of the following as of December 31, 2021 (in thousands):


	Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net		Weighted-average remaining life (in years)
Customer relationships	$	438,002	$	(256,885	)	$	181,117	4.6 years
Trademarks		96,902		(56,710	)		40,192	4.2 years
Non-compete agreements		588		(588	)	-
Intangible assets subject to amortization		535,492		(314,183	)		221,309
Indefinite-lived assets		62	-				62
Intangible assets, net	$	535,554	$	(314,183	)	$	221,371

The total amount of amortization expense related to intangible assets, recorded as intangible asset amortization, exclusive of amounts included in cost of revenue, was $12.2 million and $13.0 million during the three months ended March 31, 2022 and 2021, respectively. The intangible asset balance remaining as of March 31, 2022 will be amortized into expense in future years as follows (in thousands):


2022 (remaining nine months)	$	36,467
2023		46,715
2024		45,150
2025		39,308
2026		35,584
2027 and thereafter		6,090
Total amortization expense related to acquired intangible assets	$	209,314

Accrued expenses and other ~~contracts that could, potentially, be exercised or converted into ordinary shares~~current liabilities consist of accrued compensation, such as bonus, commission, payroll taxes, sales and ~~then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period presented.~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the~~ ~~two-class~~ method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net income (loss) per share, basic and diluted, for Class A and Class B ~~non-redeemable~~ ~~ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B~~ ~~non-redeemable~~ ~~ordinary shares outstanding for the period. Class A and Class B~~ ~~non-redeemable~~ ~~ordinary shares includes the Founder Shares and Private Placement Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.~~

other tax liabilities, etc. The following table ~~reflects~~summarizes the ~~calculation~~Company’s accrued expenses and other current liabilities for the periods indicated (in thousands):


	March 31, 2022		December 31, 2021
Accrued compensation	$	38,511	$	49,015
Sales and other tax liabilities		8,920		10,774
Other		19,308		20,038
Accrued expenses and other current liabilities	$	66,739	$	79,827

~~Concentration~~The weighted-average assumptions used in the valuation of ~~Credit Risk~~stock option awards granted under the Black-Scholes model are summarized as follows:

~~Financial instruments that potentially subject~~


	Three Months Ended March 31,
	2022			2021
Dividend yield		0.0	%		0.0	%
Volatility		45.30	%		44.55	%
Expected term (years)	5.92			5.89
Risk-free interest rate		1.85	%		1.23	%

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 4. INITIAL PUBLIC OFFERING~~

~~Pursuant to the Initial Public Offering,~~ the Company sold 27,600,000 Public Shares, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Public Shares, at a purchase price of $10.00 per Public Share.

~~NOTE 5. PRIVATE PLACEMENT~~

~~Simultaneously with~~immediately upon the closing of the ~~Initial Public Offering,~~Reverse Recapitalization Transaction. The ESPP permits employees to purchase common stock through payroll deductions during biannual offering periods, or during such other offering periods as the ~~Sponsor purchased~~Board of Directors may determine. Participants may authorize payroll deductions of a specific percentage of compensation not to exceed 15%, with such deductions being accumulated for biannual purchase periods beginning on the first business day of each offering period and ending on the last business day of each offering period.

Under the terms of the ESPP, the purchase price per share will equal 85% of the fair market value of a share of common stock on the first day of an offering period or the last date of an offering period, whichever is lower, although the Board of Directors has discretion to change the purchase price with respect to future offering periods.

At March 31, 2022, there were 11,500,000 shares available for issuance under the ESPP. NaN contributions were made by employees during the three months ended March 31, 2022. The first ESPP offering period will begin on June 1, 2022.

2017 Long-Term Incentive Plan

The Company recorded 0 expense for the 2017 Long-Term Incentive Plan (the “2017 LTI Plan”) during the three months ended March 31, 2022 and 2021 because the incentive remains unvested and the Company is only liable to make the 2017 LTI Plan cash bonus payments upon a sale of the Company, or other Qualified Event, as defined in the 2017 LTI Plan, which is not currently determined to be probable. On February 28, 2022, the Compensation and Nominating Committee of the Board approved a plan that allows employees to convert their awards (the “Legacy Cvent LTIP Awards”) granted under the 2017 LTI Plan to an aggregate of ~~752,000 Private Placement Shares, at a price~~approximately 3.7 million RSUs in exchange for cancellation of ~~$10.00 per Private Placement Share, for an aggregate purchase price~~such employees’ outstanding Legacy Cvent LTIP Awards. The RSUs are subject to varying vesting periods ranging from April 2022 to October 2024. The RSUs were granted effective as of ~~$7,520,000. A portion~~April 15, 2022 to employees who elected to participate in such exchange. Substantially all of the ~~proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held~~Company's employees have participated in the ~~Trust Account. If~~exchange.

11. Leases

The Company enters into lease arrangements for office facilities under ~~ASC~~ ~~815-15~~non-cancellable operating leases with various expiration dates.

As of March 31, 2022, the Company’s right-of-use (“ROU”) assets and ~~ASU~~ ~~2020-06,~~ ~~which addresses equity versus liability treatment~~total operating lease liabilities were $26.2 million and ~~classification~~$39.2 million, respectively. As of ~~equity-linked financial instruments, including convertible debt,~~December 31, 2021, the Company’s ROU assets and ~~states that an instrument~~total operating lease liabilities were $28.4 million and $42.1 million, respectively. During the three months ended March 31, 2022, 0 ROU assets were obtained in exchange for new operating lease liabilities. During the three months ended March 31, 2021, less than $0.1 million of ROU assets were obtained in exchange for new operating lease liabilities.

•

the impact on Cvent’s operations and financial condition from the convertible debt was not issued with a substantial premium, the convertible debt will be accounted for as a single unit of account and should be accounted for as a liability in its entirety. The Company determined that the conversion option met the scope exception of a contract being indexed to the Company’s ordinary shares and, therefore, should not be bifurcated. Accordingly, the Convertible Promissory Note is accounted for as a single unit of account, with no allocationeffects of the ~~proceeds~~current COVID-19 pandemic;

•

Cvent’s ability to ~~the conversion feature.~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 7. COMMITMENTS AND CONTINGENCIES~~

~~Risks~~attract and ~~Uncertainties~~

~~Management continues~~retain new customers;

•

Cvent’s ability to ~~evaluate~~ 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 ~~COVID-19~~ ~~pandemic~~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 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;

•

changes in applicable laws or regulations;

•

the ability of 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 the impact on our virtual, hybrid and in-person offerings, each of which has ~~concluded that while it is reasonably possible~~been and may continue to be impacted differently by COVID-19;

•

other factors discussed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 and included elsewhere in this Quarterly Report; and

•

other factors beyond our control.

~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

In a vote to continue the company in jurisdiction outside the Cayman Islands (which required the approval of at least two thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an ~~as-converted~~ basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any forward purchase shares and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued to the Sponsor, its affiliates or any member of the Company’s management team, including upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than ~~one-to-one.~~

~~NOTE 9. FAIR VALUE MEASUREMENTS~~

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


~~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.~~

At March 31, 2021, assets held in the Trust Account were comprised of $276,002,496 in money market funds, which are invested primarily in U.S. Treasury Securities. Through March 31, 2021, the Company did not withdraw any interest earned from the Trust. At December 31, 2020, the assets held in the Trust Account were held in cash.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description
   Level    March 31, 2021    December 31, 2020
Assets:

Marketable securities held in Trust Account – Money Market Funds
   1    $ 276,002,496    $ —

~~NOTE 10. SUBSEQUENT EVENTS~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

~~References~~Overview

Cvent was founded in ~~this report (the “Quarterly Report”)~~1999 in the Washington, D.C. metro area as a provider of event registration software to ~~“we,” “us”~~meeting and event organizers. Since that time, we have continually innovated to develop a comprehensive platform of event marketing and management solutions and hospitality solutions. We believe that since inception, we have demonstrated an entrepreneurial spirit, culture of teamwork and sense of resilience, particularly in moments of crisis. This is best evidenced by the Company’s continued progress and innovation in the midst of challenges like the recessions of 2001 and 2008 and the global COVID-19 pandemic.

Cvent is a leading cloud-based platform of enterprise event marketing and management and hospitality solutions. We power the marketing and management of meetings and events through our Event Cloud and Hospitality Cloud solutions. Our Event Cloud consists of tools to enable event organizers to manage the entire event lifecycle and deliver engaging experiences across every type of event and all event delivery models: in-person, virtual and hybrid. Event Cloud serves as the system of record for event and engagement data collected across an organization’s total event program, which comprises every internal and external event an organization hosts or attends (“Total Event Program”). Our Hospitality Cloud offers a marketplace that connects event organizers looking for the ~~“Company” refer~~appropriate event space for their in-person and hybrid events with hoteliers and venue operators through a vertical search engine built on our proprietary database of detailed event space information. In addition, our Hospitality Cloud provides marketing and software solutions that hotels and venues leverage to ~~Dragoneer Growth Opportunities Corp. II. References~~digitally showcase their event space to ~~our “management” or our “management team” refer to our officers~~attract valuable leads and ~~directors, and references to the “Sponsor” refer to Dragoneer Growth Opportunities Holdings II. The following discussion and analysis~~grow their businesses. This combination of the ~~Company’s~~Cvent Event Cloud and Hospitality Cloud results in a cohesive platform that we believe generates powerful network effects and attracts more event organizers and hotels and venues.

Impact of COVID-19 on Operating Results

The global COVID-19 pandemic significantly impacted our ability to sign new clients, and to upsell to and renew contracts with our existing clients, starting in March 2020. Our customer count declined 9.5% as of March 31, 2022 as compared to March 31, 2021. The extent to which the global COVID-19 pandemic will affect our business will depend on future developments in the United States and around the world, which are highly uncertain and cannot be predicted, including the duration and spread of the pandemic and different COVID-19 variants, new information which may emerge concerning the severity of COVID-19 and the actions required to contain and treat it, among others. Although the ultimate impact of the global COVID-19 pandemic on our business and financial ~~condition~~results remains uncertain, a continued and prolonged public health crisis such as the global COVID-19 pandemic could have a material negative impact on our business, operating results and financial condition. See Part I. Item 1A. “Risk Factors — The effects of the global COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations ~~should be read~~and overall financial performance remains uncertain” in ~~conjunction~~our Annual Report on Form 10-K for the year ended December 31, 2021 for more information.

Key Business Metric

In addition to our financial information determined in accordance with generally accepted accounting principles (“GAAP”), we review the following key business metric to measure our performance, identify trends, formulate business plans and make strategic decisions.

Net Dollar Retention Rate

To evaluate the efficacy of our land and expand model, we examine the rate at which our customers increase their spend with us for our solutions. Our net dollar retention rate measures our ability to increase spend acrossour existing customer base through expanded use of our platform, offset by customers who choose to stop using our solutions or spend less with us.

We calculate our net dollar retention rate as a quotient of the following:

•

Denominator: Revenue from customers whose revenue existed in the twelve months ending on the day twelve months prior to the date as of which the retention rate is being reported.

•

Numerator: Revenue in the last twelve months from the customers whose revenue is reflected in the denominator.

In the Event Cloud, we define a customer as a party who has entered into an active subscription contract with us. The majority of our customers are parties who are separate organizations. In certain instances, separate business units of an organization that have each entered into separate subscription agreements with us are considered separate customers. In the Hospitality Cloud, we define a customer as an entity with an active account with the ~~financial statements~~Company, where the customer pays for the account or the account has been paid

for by the customer’s parent company. For example, a corporate brand’s individual hotel properties whose accounts are paid for by that property’s corporate brand would be considered separate customers.

The calculation excludes revenue associated with acquisitions where by-client revenue is not available, revenue is recognized on a transactional basis and revenue associated with our client conference. This revenue comprised 3.6% and 3.2% of revenue for three months ended March 31, 2022 and 2021, respectively.

We believe our ability to not only retain, but upsell and cross-sell additional features and products to, our existing customers will continue to support our net dollar retention rate. As of March 31, 2022 and 2021, our net dollar retention rate was 108.7% and 83.9%, respectively. The return of our net dollar retention rate to pre-COVID levels was primarily due to the lessening impact of the global COVID-19 pandemic in 2021 and 2022 on both the Event and Hospitality Clouds and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special Note Regarding Forward-Looking Statements~~

~~This Quarterly Report includes “forward-looking statements” within the meaning~~adoption of ~~Section 27A~~our new virtual solution, Attendee Hub. We believe our net dollar retention rate may exceed historical levels as a result of the ~~Securities Act of 1933~~market opportunity created by virtual and ~~Section 21E~~hybrid events and the accelerated digitization of the ~~Exchange Act~~meetings and events industry.

Our net dollar retention rate may fluctuate as a result of a number of factors, including the growing level of our revenue base, the level of penetration within our customer base, expansion of products and features, our ability to retain our customers and our ability to upsell and cross-sell to our customers. Our calculation of net dollar retention rate may differ from similarly titled metrics presented by other companies.

Components of Operating Results

Revenue

We generate revenue from two primary sources: Event Cloud subscription-based solutions and Hospitality Cloud marketing-based and subscription-based solutions. Subscription-based solution revenue consists primarily of fees to provide our customers with access to our cloud-based software platform. Marketing-based solution revenue consists primarily of fees for digital advertising on the Cvent Supplier Network (“CSN”) or one of our other online advertising platforms.

Event Cloud

We generate the majority of our Event Cloud revenue from subscriptions for our event marketing and management software solution. Subscription revenue is driven primarily by the number of registrations purchased and the number and complexity of mobile applications, onsite events and virtual events purchased in addition to additional modules that enhance the functionality of the software solution. In some cases, the subscription price is based on the number of subscriptions being purchased by the customer.

The terms of our Event Cloud contracts are typically non-cancellable, have annual or multi-year terms, and are billed in advance, generally annually, but also on a quarterly basis. In the case of multi-year agreements, the agreement sometimes includes annual price increases over the contract term. Our agreements are sum-certain and not ~~historical facts~~pay-as-you-go. Generally, if a customer exceeds their purchased number of registrations, the customer will incur an overage fee. We recognize revenue associated with Event Cloud subscription agreements ratably over the term of the contract. Certain revenue associated with Onsite Solutions and ~~involve risks~~Attendee Hub products is recognized at a point in time as the services are performed and ~~uncertainties~~the performance obligations are satisfied. Amounts that ~~could cause actual results~~have been contractually invoiced are initially recorded as deferred revenue and are recognized as revenue ratably over the subscription period. We refer to ~~differ materially~~contractual amounts that have not been invoiced as unbilled contract value, and together with deferred revenue, remaining performance obligations. Unbilled contract value is not reflected in our consolidated financial statements.

Hospitality Cloud

We generate our Hospitality Cloud revenue from ~~those expected~~marketing and ~~projected. All statements, other than statements~~subscription-based software solutions. Marketing solutions revenue is primarily driven by the number of ~~historical fact~~advertisements purchased on CSN. The advertisement price is primarily determined by the term, targeted geography, market tier, number and prominence of the advertising placement. Subscription revenue is driven primarily by the number of licenses purchased for our lead scoring solution to prioritize group RFPs, three-dimensional hotel tours, event diagramming to collaborate with event organizers on designing optimal event layouts and viewing three-dimensional renderings, room block management to enable event attendees to reserve hotel rooms, business transient solutions and business intelligence solutions to benchmark against internal and targeted competitive metrics. In some cases, the subscription price is based on the number of subscriptions being purchased by the customer.

The terms of our subscription and marketing contracts are typically non-cancellable, annual or multi-year terms, and are typically billed in advance, generally annually, but also on a quarterly basis. In the case of multi-year agreements, the agreement sometimes includes annual price increases over the contract term. Our agreements are typically sum-certain and not based on usage.

We recognize revenue associated with these agreements ratably over the term of the subscription or advertising period. Amounts that have been contractually invoiced are initially recorded as deferred revenue and are recognized as revenue ratably over the subscription or advertising period. We refer to contractual amounts that have not been invoiced as unbilled contract value, and together with deferred revenue, remaining performance obligations.

We refer to contractual amounts that have not been invoiced as unbilled contract value, and together with deferred revenue, remaining performance obligations. Unbilled contract value is not reflected in our consolidated financial statements. See “Key Factors Affecting Our Performance—Seasonality” included in ~~this Quarterly Report including, without limitation, statements in this “Management’s~~Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussedOperations included in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’sour Annual Report on Form 10-K ~~filed with~~ for the ~~U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings~~year ended December 31, 2021 for the effects of seasonality on our Hospitality Cloud Revenue.

For multi-year agreements for either Event Cloud or Hospitality Cloud solutions, we typically invoice the amount for the first year of the contract at signing, followed by subsequent annual invoices at the anniversary of each year. Since we bill most of our customers in advance, there can be ~~accessed~~amounts that we have not yet been contractually able to invoice. Until such time as these amounts are invoiced or recognized in revenue, they are considered by us to be unbilled contract value, and together with deferred revenue, remaining performance obligations. As of March 31, 2022 and December 31, 2021 our total current deferred revenue was $287.5 million and $239.8 million, which amounts do not include unbilled contract value for contracts not yet billed of $518.8 million and $573.4 million, respectively. We expect that the amount of unbilled contract value relative to the total value of our contracts will change from year to year for several reasons, including the amount of cash collected early in the contract term, the specific timing and duration of customer agreements, varying invoicing cycles of agreements, the specific timing of customer renewal, changes in customer financial circumstances and foreign currency fluctuations. We expect to recognize approximately 69.2% of our remaining performance obligations as revenue over the subsequent 24 months, and the remainder thereafter.

Cost of revenue

Cost of revenue primarily consists of employee-related expenses, such as salaries, benefits, bonuses and stock-based compensation, related to providing support and hosting our solutions, costs of cloud-based data center capacity, software license fees, costs to support our onsite solutions and virtual products, interchange fees related to merchant services and amortization expense associated with capitalized software. In addition, we allocate a portion of overhead, such as rent and depreciation and amortization to cost of revenue based on headcount.

Although Cvent breaks out revenue by cloud, we do not track or manage the ~~EDGAR section~~business by cost of revenue by cloud. Rather, we manage cost of revenue by type of direct cost, and a significant portion of these direct costs are shared costs to support both Event Cloud and Hospitality Cloud solutions. This is consistent with Cvent’s approach to management of the ~~SEC’s website at www.sec.gov. Except~~business as ~~expressly required by applicable securities law,~~one comprehensive solution for the ~~Company disclaims any intention or obligation~~entire event management lifecycle.

We are invested in our customers’ success and as such, we will continue to ~~update or revise any forward-looking statements whether~~invest in providing support, expanding our capacity to support our growth and developing new features to support virtual and hybrid events and enhance our existing products, which in the near-term will result in higher cost of revenue in absolute dollars and as a percentage of revenue.

Gross profit and gross margin

Gross profit is total revenue less total cost of revenue. Gross margin is gross profit expressed as a percentage of total revenue. We expect that our gross margin may fluctuate from period to period as a result of ~~new~~seasonality related to our onsite solutions, virtual and merchant services products in the near-term, and additional costs associated with potential future acquisitions.

Operating expenses

Our operating expenses include selling and marketing expenses, research and development expenses, general and administrative expenses and intangible asset amortization, exclusive of amounts included in cost of revenue.

Sales and marketing

Sales and marketing expenses primarily consist of personnel and related expenses for our sales and marketing staff, including salaries, benefits, bonuses, commissions and stock-based compensation. We capitalize commissions when they are earned by staff, which is when the customer contract is signed. We amortize capitalized commissions over the average historic customer contract life. In addition to staff costs, our cost of marketing includes product marketing and other brand-building and lead generation tactics such as webinars, trade shows, product seminars, content marketing, digital marketing, third-party content distribution and our annual client

conference, Cvent CONNECT. In addition, we also allocate a portion of overhead, such as rent and depreciation to sales and marketing based on headcount.

We intend to continue to invest in sales and marketing and expect spending in these areas to increase in absolute dollars in the near-term as we continue to expand our business both domestically and internationally and take advantage of the growing need for virtual and hybrid events. We expect sales and marketing expenses to continue to be among the most significant components of our operating expenses.

Research and development

Research and development expenses consist primarily of personnel and related expenses for our research and development staff, including salaries, benefits, bonuses and stock-based compensation and the cost of third-party contractors. Research and development expenses, other than software development costs that qualify for capitalization, are expensed as incurred. In addition, we allocate a portion of overhead, such as rent and depreciation to research and development based on headcount.

With the exception of software developed by companies we have acquired, we maintain a unified software code base for our entire platform, which we believe improves the efficiency of our research and development activities. We expect research and development expenses to remain consistent in absolute dollars in the near-term as we continue to expand our product offerings, including our virtual and hybrid event functionality, and integrate and support potential future acquired businesses and technologies.

General and administrative

General and administrative expenses consist primarily of personnel and related expenses for administrative, internal information ~~future events or otherwise.~~technology operations, finance, legal and human resource staff, including salaries, benefits, bonuses and stock-based compensation, as well as professional fees, insurance premiums and other corporate expenses. In addition, we allocate a portion of overhead, such as rent and depreciation to general and administrative based on headcount.

~~Recent Developments~~

~~On January 19, 2021,~~We expect our general and administrative expenses to increase in absolute dollars in the near-term as we continue to expand our operations and hire additional personnel to support our growth. Additionally, we expect to incur incremental general and administrative expenses to comply with the additional requirements of being a public company.

Intangible asset amortization, exclusive of amounts included in cost of revenue

Intangible asset amortization, exclusive of amounts included in cost of revenue, consists entirely of amortization expenses related to acquired customer relationship and trademark intangible assets. This line item excludes intangible asset amortization related to cost of revenue, which is defined as acquired developed technology and capitalized software intangible asset amortization.

We expect our intangible asset amortization expenses to increase in absolute dollars in the near-term as we expect to strategically acquire companies to aid in our near-term growth.

Other

Our other income/expense items include interest expense, amortization of deferred financing costs and debt discount, gain/loss on divestitures, net and other income/expense, net.

Interest expense

Interest expense relates primarily to interest payments on our outstanding borrowings under the credit facility with a syndicate of lenders (such term loan facility as increased by the incremental facilities, the “Term Loan Facility,” as further described in Note 10. “Debt” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report) and a $40.0 million revolving loan facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facilities”) we entered into pursuant to the Credit Agreement dated November 30, 2017 (the “Credit Agreement”) by and between Cvent, Inc. as borrower, Papay Holdco, LLC, as Holdings, Goldman Sachs Bank USA, as administrative agent, the guarantors from time to time party thereto, and the lenders and other parties from time to time party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. As of March 31, 2022, the Company had an outstanding balance of $265.7 million on the term loan facility and no outstanding borrowings on the revolving loan facility.

Amortization of deferred financing costs and debt discount

Amortization of deferred financing costs and debt discount consists of the amortization of up-front fees paid at the inception of our Credit Facilities.

Other income, net

Other income/(expense), net consists primarily of interest income, foreign currency gains or losses, and import tax credits.

Provision for income taxes

Provision for income taxes consists primarily of income taxes related to U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business.

Results of Operations

Comparison of the Three Months Ended March 31, 2022 and 2021

The following table sets forth our consolidated statement of operations for the period indicated:


	Three Months Ended March 31,
	2022			2021
	(in thousands)
Consolidated Statement of Operations Data:
Revenue:
Event cloud	$	94,988		$	81,133
Hospitality cloud		42,368			36,154
Total revenue		137,356			117,287
Cost of revenue		56,200			43,845
Gross profit		81,156			73,442
Operating expenses:
Sales and marketing		40,091			28,837
Research and development		31,406			21,674
General and administrative		24,951			16,754
Intangible asset amortization, exclusive of amounts included in cost of revenue		12,154			13,035
Total operating expenses		108,602			80,300
Loss from operations		(27,446	)		(6,858	)
Interest expense		(2,592	)		(7,533	)
Amortization of deferred financial costs and debt discount		(320	)		(943	)
Other income, net		260			273
Loss before income taxes		(30,098	)		(15,061	)
Provision for income taxes		1,291			1,500
Net loss	$	(31,389	)	$	(16,561	)

The following table sets forth our consolidated statements of operations data expressed as a ~~convertible promissory note~~percentage of total revenue for the period indicated:


	Three Months Ended March 31,
	2022			2021
Consolidated Statement of Operations Data:
Revenue:
Event Cloud		69.2	%		69.2	%
Hospitality Cloud		30.8	%		30.8	%
Total revenue		100.0	%		100.0	%
Cost of revenue		40.9	%		37.4	%
Gross profit		59.1	%		62.6	%
Operating expenses:
Sales and marketing		29.2	%		24.6	%
Research and development		22.9	%		18.5	%
General and administrative		18.2	%		14.3	%
Intangible asset amortization, exclusive of amounts included in cost of revenue		8.8	%		11.1	%
Total operating expenses		79.1	%		68.5	%
Loss from operations		(20.0	%)		(5.8	%)
Interest expense		(1.9	%)		(6.4	%)
Amortization of deferred financial costs and debt discount		(0.2	%)		(0.8	%)
Other income, net		0.2	%		0.2	%
Loss before income taxes		(21.9	%)		(12.8	%)
Provision for income taxes		0.9	%		1.3	%
Net loss		(22.9	%)		(14.1	%)

Revenue


	Three Months Ended March 31,
	2022		2021		$ Change		% Change
	(in thousands)
Revenue:
Event Cloud	$	94,988	$	81,133	$	13,855		17.1	%
Hospitality Cloud		42,368		36,154		6,214		17.2	%
Total revenue	$	137,356	$	117,287	$	20,069		17.1	%

Total revenue for the three months ended March 31, 2022 was $137.4 million, an increase of $20.1 million, or 17.1% compared to the three months ended March 31, 2021. Event Cloud revenue accounted for $95.0 million, or 69.2% of total revenue, and Hospitality Cloud revenue accounted for $42.4 million, or 30.8% of total revenue, for three months ended March 31, 2022.

Event Cloud revenue for the three months ended March 31, 2022 was $95.0 million, an increase of $13.9 million, or 17.1%, compared to the three months ended March 31, 2021. This increase was primarily due to in-person meetings starting to return and events and continued momentum in virtual events, which drove increases in products across the platform.

Hospitality Cloud revenue for the three months ended March 31, 2022 was $42.4 million, an increase of $6.2 million, or 17.2%, compared to the three months ended March 31, 2021. The increase was primarily due to increased demand for our advertising and software solutions driven by in-person meetings and events beginning to return.

We generate the majority of our revenue from North America. Revenue from outside North America accounted for 12.0% and 13.6% of total revenue for the three months ended March 31, 2022 and 2021, respectively. In the near-term, in absolute dollars, we expect that total revenue from outside North America will increase at the same rate as the rest of our business, and as such, we expect total revenue from outside of North America as proportion of total revenue will not substantially change.

Cost of Revenue


	Three Months Ended March 31,
	2022		2021		$ Change		% Change
	(in thousands)
Cost of revenue	$	56,200	$	43,845	$	12,355		28.2	%

Cost of revenue for the three months ended March 31, 2022 was $56.2 million, an increase of $12.4 million, or 28.2%, compared to the three months ended March 31, 2021. This increase was primarily driven by a $3.9 million increase in employee expense due to a 33.3% increase in average headcount, a $0.5 million increase in stock-based compensation, a $2.8 million increase in hosting expense and a $0.8 million decrease in wage subsidies received in 2021 pursuant to the Canada Emergency Wage Subsidy program in 2022 compared to 2021. Additionally, third-party costs related to supporting virtual, in-person, and hybrid events increased $2.1 million and credit card interchange fees related to our merchant services business increased $1.7 million, both of which were primarily driven by in-person meetings and events beginning to return.

Operating Expenses


	Three Months Ended March 31,
	2022		2021		$ Change			% Change
	(in thousands)
Sales and marketing	$	40,091	$	28,837	$	11,254			39.0	%
Research and development		31,406		21,674		9,732			44.9	%
General and administrative		24,951		16,754		8,197			48.9	%
Intangible asset amortization, exclusive of amounts included in cost of revenue		12,154		13,035		(881	)		(6.8	%)
Total operating expenses	$	108,602	$	80,300	$	28,302			35.2	%

Sales and Marketing. Sales and marketing expenses for the three months ended March 31, 2022 were $40.1 million, an increase of $11.3 million, or 39.0%, compared to the three months ended March 31, 2021. This increase was primarily driven by a $5.6 million increase in employee expense due to a 15.0% increase in average headcount, a $2.6 million increase in stock-based compensation, a $2.5 million increase in marketing program spend, and a $0.6 million increase in travel related expense.

Research and Development. Research and development expenses for the three months ended March 31, 2022 were $31.4 million, an increase of $9.7 million, or 44.9%, compared to the three months ended March 31, 2021. This increase was primarily driven by $5.2 million increase in employee expense due to a 13.5% increase in average headcount, a $2.4 million increase in stock-based compensation and a $2.4 million decrease in wage subsidies received pursuant to the Canada Emergency Wage Subsidy program in 2022 compared to 2021.

General and Administrative. General and administrative expenses for the three months ended March 31, 2022 were $25.0 million, an increase of $8.2 million, or 48.9%, compared to the three months ended March 31, 2021. This increase was primarily driven by a $3.5 million increase in stock-based compensation, a $2.0 million increase in employee expense due to a 24.9% increase in average headcount, a $1.0 million increase in corporate insurance related to public company directors' and officers' insurance, and a $0.8 million increase in contracted services. A portion of these cost increases are related to additional costs incurred as a publicly traded company.

Intangible Asset Amortization, Exclusive of Amounts Included in Cost of Revenue. Intangible asset amortization, exclusive of amounts included in cost of revenue for the three months ended March 31, 2022 was $12.2 million, a decrease of $0.9 million, or 6.8%, compared to the three months ended March 31, 2021. This decrease was driven primarily by the scheduled decline in the amortization of intangible assets acquired in past years and no significant business acquisitions occurring in 2022.

Interest Expense


	Three Months Ended March 31,
	2022			2021			$ Change		% Change
	(in thousands)
Interest expense	$	(2,592	)	$	(7,533	)	$	4,941		(65.6	%)

Interest expense for the three months ended March 31, 2022 was $2.6 million, a decrease of $4.9 million, or 65.6%, compared to the three months ended March 31, 2021. This decrease was driven primarily by a significantly lower principal amount on our outstanding long-term debt. In addition, there were outstanding revolving borrowings during the three months ended March 31, 2021 incurring interest whereas there were zero outstanding borrowings during the three months ended March 31, 2022. The Revolving Credit Facility was fully repaid in April 2021.

Amortization of Deferred Financing Costs and Debt Discount


	Three Months Ended March 31,
	2022			2021			$ Change		% Change
	(in thousands)
Amortization of deferred financing costs and debt discount	$	(320	)	$	(943	)	$	623		(66.1	%)

Amortization of deferred financing costs and debt discount for the three months ended March 31, 2022 was $0.3 million, a decrease of $0.6 million, or 66.1%, compared to the three months ended March 31, 2021 due to the acceleration of amortization of deferred financing costs and debt discount associated with the ~~Sponsor pursuant~~prepayment of $500.0 million of outstanding principal indebtedness under our Term Loan Facility in December 2021.

Other Income, Net


	Three Months Ended March 31,
	2022		2021		$ Change			% Change
	(in thousands)
Other income, net	$	260	$	273	$	(13	)		(4.8	%)

Other income, net for the three months ended March 31, 2022 was $0.3 million, which did not change significantly as compared to the three months ended March 31, 2021. Other income for the three months ended March 31, 2022 and 2021 consisted primarily of foreign currency gains.

Provision for Income Taxes


	Three Months Ended March 31,
	2022		2021		$ Change			% Change
	(in thousands)
Provision for income taxes	$	1,291	$	1,500	$	(209	)		(13.9	%)

Provision for income taxes for the three months ended March 31, 2022 was $1.3 million, a decrease of $0.2 million, or 13.9%, compared to the three months ended March 31, 2021. The decrease primarily resulted from the recording of lower pre-tax book income in high tax foreign jurisdictions.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the non-GAAP measures of Adjusted EBITDA and Adjusted EBITDA margin are useful in evaluating our operating performance. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the ~~Sponsor agreed~~most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to ~~loan us up~~review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to ~~an aggregate principal amount~~their most directly comparable GAAP financial measures.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures of ~~$2,000,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is~~ ~~non-interest~~ ~~bearing~~operating performance monitored by management that are not defined under GAAP and ~~due on the date on which we consummate a Business Combination. If we~~that do not ~~consummate~~represent, and should not be considered as, an alternative to net loss or net loss margin, as determined by GAAP. We define Adjusted EBITDA as net loss adjusted for interest expense, amortization of deferred financing costs and debt discount, gain/(loss) on extinguishment of debt, gain/(loss) on divestitures, net, other income/(expense), net, provision for/(benefit from) income taxes, depreciation, amortization of software development costs, intangible asset amortization, stock-based compensation expense, restructuring expense, cost related to acquisitions, and other items. Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. We use Adjusted EBITDA and Adjusted EBITDA margin to understand and evaluate our core operating performance and trends. We believe Adjusted EBITDA and Adjusted EBITDA margin are helpful to investors, analysts, and other interested parties because it can assist in providing a ~~Business Combination,~~more consistent and comparable overview of our operations across our historical financial periods.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider either in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including net loss, net loss margin and our other GAAP results. In evaluating Adjusted EBITDA and Adjusted EBITDA margin, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA and Adjusted EBITDA margin are not a presentation made in accordance with GAAP and the use of the term varies from others in our industry.

A reconciliation of Adjusted EBITDA to net loss and of Adjusted EBITDA margin to net loss margin (defined as net loss divided by revenue), the most directly comparable GAAP measure, respectively, is as follows:


	Three Months Ended March 31,
	2022			2021
	(in thousands)
Adjusted EBITDA:
Net loss	$	(31,389	)	$	(16,561	)
Adjustments
Interest expense		2,592			7,533
Amortization of deferred financing costs and debt discount		320			943
Other income, net		(260	)		(273	)
Provision for income taxes		1,291			1,500
Depreciation		2,038			3,084
Amortization of software development costs		15,961			15,195
Intangible asset amortization		12,154			13,035
Stock-based compensation expense		9,768			608
Restructuring expense (1)		277			254
Cost related to acquisitions (2)		187			422
Other items (3)		(180	)		(3,091	)
Adjusted EBITDA	$	12,759		$	22,649
Adjusted EBITDA Margin:
Revenue	$	137,356		$	117,287
Net loss margin (4)		(22.9	%)		(14.1	%)
Adjusted EBITDA margin (4)		9.3	%		19.3	%

(1)

Restructuring expense includes retention bonuses to employees of acquired entities and costs to discontinue use of a back-office system and closing of office space.

(2)

Represents costs incurred in association with acquisition activity, including due diligence and post-acquisition earn out payments.

(3)

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.

(4)

Net loss margin represents net loss divided by revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents, on-going collection of our accounts receivable and our Credit Facilities. Cash and cash equivalents may include holdings in bank demand deposits, money market instruments and certificates of deposit. We also periodically invest a portion of ~~any funds~~our excess cash in short-term investments with stated maturity dates between three months and one year from the purchase date.

We believe that existing cash and cash equivalents and short-term investments held ~~outside~~by us, cash and cash equivalents anticipated to be generated by us and borrowing capacity under our revolving line of credit are sufficient to meet working capital requirements, anticipated capital expenditures, and contractual obligations for at least 12 months and beyond. We also believe that these financial resources will continue to allow us to manage the ~~Trust Account~~ongoing impact of COVID-19 on our business operations for the foreseeable future, including mitigating potential reductions in revenue and delays in payments from our customers and partners. Our future capital requirements will depend on several factors, including but not limited to our obligation to repay any amounts outstanding under our Credit Facilities, our subscription growth rate, subscription renewal activity, billing frequency, the ~~Convertible Promissory Note; however, no proceeds from~~timing and extent of spending to support development efforts, the ~~Trust Account~~expansion of sales and marketing activities, the introduction of new and enhanced solutions and the continuing market adoption of our platform. In the future, we may enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights.

We may be ~~used~~required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, this could reduce our ability to compete successfully and harm our results of operations.

Cash Flows

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for ~~such repayment. If such funds are insufficient~~the three months ended March 31, 2022 and 2021:


	Three Months Ended March 31,
	2022			2021
	(in thousands)
Net cash provided by operating activities	$	79,924		$	51,205
Net cash used in investing activities		(17,680	)		(24,963	)
Net cash provided by financing activities		510			(10,065	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,209	)		(626	)
Change in cash, cash equivalents, and restricted cash		61,545			15,551
Cash, cash equivalents, and restricted cash at beginning of year		126,629			65,470
Cash, cash equivalents, and restricted cash at end of year	$	188,174		$	81,021
Cash paid for interest	$	2,584		$	4,382

Operating Activities

Net cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to ~~repay~~support the ~~Convertible Promissory Note,~~anticipated growth of our business and the ~~unpaid amounts would be forgiven. Up~~amount and timing of customer payments. Cash provided by operations in the three months ended March 31, 2022 and 2021 is primarily attributable to ~~$2,000,000 of the Convertible Promissory Note may be converted into shares at a price of $10.00 per share at the option of the Sponsor. The shares would be identical~~net loss adjusted for non-cash items. Cash provided by operations is also attributable to the ~~Private Placement Shares.~~

~~Overview~~

~~We are a blank check company incorporated~~change in accounts receivable and deferred revenue, which is driven by the Cayman Islands on September 25, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Shares, our shares, debt or a combination of cash, shares and debt.

~~We expect to continue to incur significant costs in the pursuit~~seasonality of our ~~acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~

~~Results of Operations~~

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 25, 2020 (inception) through March 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate ~~non-operating~~ ~~income in the form of interest income on marketable securities held in the Trust Account. We incur expenses~~business as a result of ~~being~~higher levels of invoicing in the first and fourth quarters and our collections process. Our cash flows from operating activities are generally reflective of our ability to invoice annual subscription fees upfront with payments due 30 days after the customer’s receipt of the invoice.

For the three months ended March 31, 2022, net cash provided by operating activities was $79.9 million, which was primarily driven by net loss adjusted for non-cash items, a ~~public company (for legal, financial reporting, accounting~~$48.2 million increase in deferred revenue, and ~~auditing compliance), as well as for due diligence expenses.~~

an $18.9 million decrease in accounts receivable, partially offset by a $13.6 million increase in capitalized commissions, net. For the three months ended March 31, 2021, ~~we had a~~net cash provided by operating activities was $51.2 million, which was primarily driven by net loss ~~of $371,642, which consists of general~~adjusted for non-cash items, a $35.9 million increase in deferred revenue, and ~~administrative expenses of $374,138,~~an $11.2 million increase in accounts payable, partially offset by ~~interest income on marketable securities held~~a $12.5 million increase in capitalized commissions, net, a $4.2 million increase in accounts receivable, and a $3.3 million reduction in operating lease liability.

Investing Activities

Our investing activities have consisted primarily of costs related to software developed for internal use, purchases of computer equipment and leasehold improvements, purchases and sales of short-term investments and business acquisitions. During 2021 and 2022, the ~~Trust Account of $2,496.~~

~~Liquidity and Capital Resources~~

On November 19, 2020, we consummated the Initial Public Offering of 27,600,000 Public Shares, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $276,000,000. Simultaneously with the closingimpact of the ~~Initial Public Offering,~~pandemic lessened, and as these effects continue to lessen and when our business begins to grow again, we ~~consummated~~expect our capital expenditures and our investment activity to continue to increase.

For the ~~sale~~three months ended March 31, 2022, net cash used in investing activities was $17.7 million, reflecting $11.9 million in capitalized software development, $4.4 million in net purchases of ~~752,000 Private Placement Shares at a price~~short-term investments and $1.4 million in purchases of ~~$10.00 per Private Placement Share in a private placement to the Sponsor, generating gross proceeds of $7,520,000.~~

~~Following the Initial Public Offering, the exercise of the over-allotment option~~property and the sale of the Private Placement Shares, a total of $276,000,000 was placed in the Trust Account. We incurred $15,853,777 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $673,777 of other offering costs.

equipment. For the three months ended March 31, 2021, net cash used in ~~operating~~investing activities was ~~$57,944. Net loss~~$25.0 million, reflecting $15.2 million in net purchases of ~~$371,642~~short-term investments, $8.7 million in capitalized software development and $1.0 million of purchases of property and equipment.

Financing Activities

Our financing activities have consisted primarily of proceeds from and principal payments on the Company’s Term Loan and Revolving Credit Facility and proceeds from the exercise of stock options. For the three months ended March 31, 2022, net cash provided by financing activities was ~~affected by interest income on marketable securities held in~~$0.5 million, consisting of proceeds from the ~~Trust Account~~exercise of ~~$2,496 and changes in operating assets and liabilities which provided $316,194 of cash from operating activities.~~

~~As of~~stock options. For the three months ended March 31, 2021, ~~we had marketable securities held~~net cash used in ~~the Trust Account of $276,002,496~~financing activities was $10.1 million, consisting of ~~money market funds, which primarily invest~~$8.4 million in ~~U.S. Treasury Bills with a maturity~~repayments on the Company's Revolving Credit Facility and $2.0 million of ~~185 days or less. We may withdraw interest~~scheduled principal payments on the Company’s Term Loan Facility, partially offset by $0.3 million in proceeds from the ~~Trust Account~~exercise of stock options.

Commitments and Contingencies

See the information set forth in Note 12. “Commitments and Contingencies” to ~~pay taxes, if any. We intend to use substantially all~~the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Indemnification Agreements

In the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operationsordinary course of ~~the target~~ business, ~~or businesses, make other acquisitions and pursue our growth strategies.~~

~~As of March 31, 2021,~~ we had cash of $2,032,151 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and materialenter into agreements of ~~prospective target businesses,~~varying scope and ~~structure, negotiate and complete a Business Combination.~~

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into shares at a price of $10.00 per share, at the option of the lender. The shares would be identical to the Private Placement Shares.

~~On January 19, 2021, we entered into a Convertible Promissory Note with the Sponsor~~terms pursuant to which ~~the Sponsor loaned us an aggregate principal amount~~we agree to indemnify customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses related to breach of ~~$2,000,000.~~

confidentiality and claims by third parties of intellectual property infringement, misappropriation or other violation. See Part I, Item 1A. “Risk Factors—We ~~do not believe we will need to raise additional funds in order to meet the expenditures required for operating~~have indemnity provisions under our ~~business. However, if~~contracts with our ~~estimate of the costs of identifying~~customers, channel partners and other third parties, which could have a ~~target business, undertaking~~ ~~in-depth~~ ~~due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate~~material adverse effect on our business ~~prior to~~” in our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

~~Off-Balance~~ ~~Sheet Arrangements~~

~~We have no obligations, assets or liabilities, which would be considered~~ ~~off-balance~~ ~~sheet arrangements as of March~~Annual Report on Form 10-K for the year ended December 31, 2021. ~~We do not participate in transactions~~In addition, we enter into indemnification agreements with our directors and certain officers and employees that ~~create relationships with unconsolidated entities~~require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or ~~financial partnerships, often referred to~~service as ~~variable interest entities, which would have been established for the purpose of facilitating~~ ~~off-balance~~ ~~sheet arrangements. We have not entered into any~~ ~~off-balance~~ ~~sheet financing arrangements, established any special purpose entities, guaranteed any debt~~directors, officers or ~~commitments of other entities, or purchased any~~ ~~non-financial~~ ~~assets.~~

~~Contractual obligations~~

~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.~~

~~The underwriters~~employees. There are ~~entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event~~no claims that we ~~complete~~are aware of that could have a ~~Business Combination, subject to the terms~~material effect on our consolidated balance sheets, consolidated statements of ~~the underwriting agreement.~~operations and comprehensive loss, or consolidated statements of cash flows.

We entered into a forward purchase agreement pursuant to which an affiliate of the sponsor agreed to purchase an aggregate of up to 5,000,000 forward purchase shares for $10.00 per share, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the initial Business Combination. We will determine in its sole discretion the specific number of forward purchase shares that it sells to the purchaser, if any. The funds from the sale of forward purchase shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post transaction company. The obligations under the forward purchase agreement do not depend on whether any public shareholders elect to redeem their shares and provide us with a minimum funding level for the initial Business Combination.

Critical Accounting ~~Policies~~Estimates

The preparation of ~~condensed~~ financial statements and related disclosures in conformity with U.S. generally accepted accounting principles ~~generally accepted in~~and the ~~United States~~Company’s discussion and analysis of ~~America requires~~its financial condition and operating results require the Company’s management to make ~~estimates~~judgments, assumptions and ~~assumptions~~estimates that affect the ~~reported~~ amounts reported. Note 2. “Summary of ~~assets~~Significant Accounting Policies” to the condensed consolidated Financial Statements in Part I, Item 1 of this Quarterly Report and ~~liabilities, disclosure~~in the Notes to Consolidated Financial Statements in Part II, Item 8 of ~~contingent assets~~our Annual Report on Form 10-K for the year ended December 31, 2021 describe the significant accounting policies and ~~liabilities at~~methods used in the ~~date~~preparation of the Company’s condensed consolidated financial ~~statements, and income and expenses during~~statements. There have been no material changes to the ~~periods reported. Actual results could materially differ from those estimates. We have identified the following~~Company’s critical accounting ~~policies:~~

~~Class A Ordinary Shares Subject to Possible Redemption~~

~~We account for~~estimates since our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.

~~Net Income (Loss) Per Ordinary Share~~

~~We apply the~~ ~~two-class~~ ~~method in calculating earnings per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned~~Annual Report on ~~the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted for Class A and Class B~~ ~~non-redeemable~~ ~~ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B~~ ~~non-redeemable~~ ~~ordinary shares outstanding~~Form 10-K for the ~~periods presented.~~

~~Recent Accounting Standards~~

~~In August 2020, the FASB issued ASU~~ ~~No. 2020-06,~~ ~~“Debt—Debt with Conversion and Other Options (Subtopic~~ ~~470-20)~~ ~~and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic~~ ~~815-40):~~ ~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU~~ ~~2020-06”),~~ ~~which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU~~ ~~2020-06~~ removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU ~~2020-06~~ ~~is effective for fiscal years beginning after~~year ended December ~~15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU~~ ~~2020-06~~ ~~effective as of January 1,~~31, 2021. ~~The adoption of ASU 2020-06 did not have an impact on our financial statements.~~

~~Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.~~

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.

~~Not required~~Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency rates, although we also have some exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for ~~smaller reporting companies.~~trading purposes.

Item 4. Controls and ~~Procedures~~Procedures.

Evaluation of Disclosure ~~controls~~Controls and ~~procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under~~Procedures

The Company’s management, with the ~~Exchange Act is recorded, processed, summarized and reported within~~participation of the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including ourCompany’s Chief Executive Officer and Chief Financial Officer, ~~to allow timely decisions regarding required disclosure.~~

~~Evaluation~~have evaluated the effectiveness of ~~Disclosure Controls~~the Company’s disclosure controls and ~~Procedures~~

~~As required by~~procedures (as such term is defined in Rules ~~13a-15~~ ~~and~~ ~~15d-15~~13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act ~~our~~of 1934, as amended (“the Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer ~~carried out an evaluation~~have concluded that, as of the ~~effectiveness~~end of such period, the ~~design and operation of our~~Company’s disclosure controls and procedures ~~as of March 31, 2021. Based upon their evaluation, our~~are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, ~~concluded that~~as appropriate, to allow timely discussions regarding required disclosure.

Changes in Internal Controls

There were no changes in our ~~disclosure controls and procedures (as defined in Rules~~ ~~13a-15~~ ~~(e) and~~ ~~15d-15~~ ~~(e) under the Exchange Act) were not effective due to a material weakness in~~ internal controls over financial reporting ~~related to inaccurate accounting for~~during the ~~Class A ordinary shares subject to redemption and permanent equity.~~

~~Changes in Internal Control Over Financial Reporting~~

~~During the fiscal quarter~~period ended March 31, ~~2021, there has been no change in our internal control over financial reporting~~2022 that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in internal controls related to the accounting for the Class A ordinary shares subject to redemption and permanent equity, as described above. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART ~~II -~~ II—OTHER INFORMATION

Item 1. Legal ~~Proceedings~~Proceedings.

~~None~~From time to time, we may become involved in legal proceedings in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, operating results, financial condition or cash flows.

Item 1A. Risk ~~Factors~~Factors.

~~Factors that could cause our actual results to differ materially from those~~The risks described in ~~this report include the risk factors described~~Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the ~~SEC. Any of these~~Securities and Exchange Commission (the “SEC”) on March 7, 2022, remain current in all material respects. Those risk factors do not identify all risks that we face—our operations could ~~result in a significant or material adverse effect on our results of operations or financial condition. Additional risk~~

also be affected by factors that are not presently known to us or that we currently ~~deem~~consider to be immaterial ~~may also impair~~to our operations. If any of the identified risks or others not specified in our SEC filings materialize, our business, financial condition or results of ~~operations. As~~operations could be materially adversely affected. In these circumstances, the market price of ~~the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in~~ our ~~Annual Report on Form~~ ~~10-K~~ ~~filed with the SEC. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~common stock could decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On November 19, 2020, we consummated our Initial Public Offering of 27,600,000 Public Shares, inclusive of 3,600,000 Shares sold to the underwriters exercising their over-allotment option in full. The Public Shares were sold at an offering price of $10.00 per Shares, generating total gross proceeds of $276,000,000. Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as book-running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form ~~S-1~~ ~~(No.~~ ~~333-249767).~~ ~~The SEC declared the registration statement effective on November 16, 2020.~~None.

Simultaneously with the consummation of our Initial Public Offering, we consummated a private placement of 752,000 Private Placement Shares to our sponsor at a price of $10.00 per Private Placement Share, generating total proceeds of $7,520,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Shares are identical to the Class A ordinary shares sold in the Initial Public Offering, except that Private Placement Shares are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Shares are exercisable on a cashless basis and are ~~non-redeemable~~ ~~so long as they are held by the initial purchasers or their permitted transferees.~~

~~Of the gross proceeds received from the Initial Public Offering and the Private Placement Shares, $276,000,000 was placed in a Trust Account.~~

We paid a total of $5,520,000 underwriting discounts and commissions and $673,777 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $9,660,000 in underwriting discounts and commissions.

~~There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File~~ ~~No. 333-249767),~~ ~~dated November 16, 2020.~~

Item 3. Defaults Upon Senior ~~Securities~~Securities.

~~None~~None.

Item 4. Mine Safety ~~Disclosures~~Disclosures.

~~None~~Not applicable.

Item 5. Other ~~Information~~Information.

~~None~~None.

Item 6. ~~Exhibits~~Exhibits.

The ~~following~~ exhibits listed on the Exhibit Index attached hereto are filed ~~as part of,~~ or incorporated by reference ~~into,~~(as stated therein) as part of this Quarterly ~~Report on Form~~ ~~10-Q.~~Report.

EXHIBIT INDEX


~~No.~~	Exhibit Number		Description ~~of Exhibit~~
31.1*
~~1.1~~		~~Underwriting Agreement between the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters~~⁽¹⁾

~~3.1~~		~~Amended and Restated Memorandum and Articles of Association~~⁽¹⁾

~~10.1~~		~~Private Placement Shares Purchase Agreement between the Company and Dragoneer Growth Opportunities Holdings II~~⁽¹⁾

~~10.2~~		~~Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company~~⁽¹⁾

~~10.3~~		~~Registration and Shareholder Rights Agreement between the Company and certain security holders~~⁽¹⁾

~~10.4~~		~~Letter Agreement between the Company, Dragoneer Growth Opportunities Holdings II and each of the officers and directors of the Company~~⁽¹⁾

~~10.5~~		~~Form of Indemnity Agreements, dated November 16, 2020, between the Company and each of the officers and directors of the Company~~⁽¹⁾

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules~~ ~~13a-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
31.2*
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules~~ ~~13a-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.1**
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.2**
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
101.INS
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document


101.LAB* 101.LAB		Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

~~Filed herewith.~~

~~(1)~~

~~Previously filed as an exhibit to our Current Report on Form~~ ~~8-K~~ ~~filed on November 16, 2020 and incorporated by reference herein.~~Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~** Furnished herewith.

~~In accordance with~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		~~DRAGONEER GROWTH OPPORTUNITIES CORP. II~~

~~Date: June 21, 2021~~		~~By:~~	~~/s/ Marc Stad~~
		~~Name:~~	~~Marc Stad~~
		~~Title:~~	~~Chief Executive Officer and Chairman~~ ~~(Principal Executive Officer)~~CVENT HOLDING CORP.

Date: ~~June 21, 2021~~May 9, 2022	By:	~~By:~~	/s/ ~~Pat Robertson~~William J. Newman, III
		~~Name:~~	~~Pat Robertson~~ William J. Newman, III
		~~Title:~~	~~President,~~	SVP and Chief ~~Operating~~Financial Officer ~~and Director~~ ~~(Principal Operating Officer)~~

1832


	Three Months Ended March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	2,496

Net Earnings	$	2,496
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		27,600,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class A and B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(371,642	)
Redeemable Net Earnings		(2,496	)

Non-Redeemable Net Loss	$	(374,138	)
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted ⁽¹⁾		7,652,000
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares	$	(0.05	)


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, 2022		51,646,456		$	4.13		6.29	$	208,614	$	40,337
Granted		4,129,380			8.05
Exercised		(140,970	)		3.80
Forfeited		(280,330	)		5.07
Expired		-			-
Balance as of March 31, 2022		55,354,536		$	4.42		6.32	$	153,377	$	47,586
Vested and exercisable as of January 1, 2022		43,842,127		$	3.71		5.47	$	195,710	$	-
Vested and exercisable as of March 31, 2022		47,844,651		$	3.82		5.53	$	161,118	$	-


	March 31, 2022			December 31, 2021
First Lien Principal amount	$	265,696		$	265,696
Revolving Credit Facility Principal amount	0				0
Less: original issue discount		(401	)		(438	)
Less: unamortized deferred financing costs		(2,702	)		(2,956	)
Total principal amount and related unamortized debt issuance costs, net	$	262,593		$	262,302


		~~Page~~
~~Part I. Financial Information~~
~~Item 1. Financial Statements~~				Page
PART I.	~~Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020~~FINANCIAL INFORMATION			1

Item 1.	Financial Statements (Unaudited)	2
	Condensed ~~Statement~~Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations ~~for the Three Months Ended March 31, 2021 (unaudited)~~and Comprehensive Loss			2	3
	Condensed ~~Statement~~Consolidated Statements of Changes in ~~Shareholders’ Deficit for the Three Months Ended March 31, 2021 (unaudited)~~Stockholders' Equity			3	4
	Condensed ~~Statement~~Consolidated Statements of Cash Flows ~~for the Three Months Ended March 31, 2021 (unaudited)~~			4	5
	Notes to Unaudited Condensed Consolidated Financial Statements ~~(unaudited)~~			5	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			13	17
Item 3.	Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk			15	29
Item 4.	Controls and Procedures			15	29
~~Part II. Other Information~~
PART II.	~~Item 1. Legal Proceedings~~OTHER INFORMATION			15	30
~~Item 1A. Risk Factors~~			15
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			16	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	16 30
Item 5.	Other Information	30
Item 6.	Exhibits	30
~~Item 4. Mine Safety Disclosures~~Signatures				16
~~Item 5. Other Information~~32			16
~~Item 6. Exhibits~~			16
~~Part III. Signatures~~			18


	March 31, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	2,032,151		$	90,095
Prepaid expenses		1,073,441			1,188,660

Total Current Assets		3,105,592			1,278,755

Investment held in Trust Account		276,002,496			276,000,000

TOTAL ASSETS	$	279,108,088		$	277,278,755


LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	226,271		$	25,296
Convertible note		2,000,000			—

Total Current Liabilities		2,226,271			25,296
Deferred underwriting fee payable		9,660,000			9,660,000

Total Liabilities		11,886,271			9,685,296


Commitments

Class A ordinary shares subject to possible redemption 27,600,000 at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020		276,000,000			276,000,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 752,000 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020		75			75
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		690			690
Additional paid-in capital		—			—
Accumulated deficit		(8,778,948	)		(8,407,306	)

Total Shareholders’ Deficit		(8,778,183	)		(8,406,541	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	279,108,088		$	277,278,755


General and administrative expenses		374,138

Loss from operations		(374,138	)

Other income:
Interest earned on marketable securities held in Trust Account		2,496


Net loss	$	(371,642	)


Weighted average shares outstanding of Class A redeemable ordinary shares		27,600,000

Basic and diluted income per share, Class A redeemable ordinary shares	$	0.00


Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		7,652,000

Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares	$	(0.05	)


	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		752,000	$	75		6,900,000	$	690	$	—	$	(8,407,306	)	$	(8,406,541	)

Net loss		—		—		—		—		—		(371,642	)		(371,642	)

Balance – March 31, 2021		752,000	$	75		6,900,000	$	690	$	—	$	(8,778,948	)	$	(8,778,183	)


Cash Flows from Operating Activities:
Net loss	$	(371,642	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(2,496	)
Changes in operating assets and liabilities:
Prepaid expenses		115,219
Accrued expenses		200,975

Net cash used in operating activities		(57,944	)


Cash Flows from Financing Activities
Proceeds from convertible promissory note - related party		2,000,000

Net cash provided by financing activities	$	2,000,000


Net Change in Cash		1,942,056
Cash – Beginning of period		90,095

Cash – End of period	$	2,032,151


	As Previously Reported			Adjustments			As Revised
Balance sheet as of November 19, 2020
Class A Ordinary Shares Subject to Possible Redemption		262,686,220			13,313,780			276,000,000
Class A Ordinary Shares		208			(133	)		75
Additional Paid-in Capital		5,004,105			(5,004,105	)		—
Accumulated Deficit		(4,999	)		(8,309,542	)		(8,314,541	)
Total Shareholders’ Equity (Deficit)		5,000,004			(13,313,780	)		(8,313,776	)

Balance sheet as of December 31, 2020
Class A Ordinary Shares Subject to Possible Redemption		262,593,450			13,406,550			276,000,000
Class A Ordinary Shares		209			(134	)		75
Additional Paid-in Capital		5,096,874			(5,096,874	)		—
Accumulated Deficit		(97,764	)		(8,309,542	)		(8,407,306	)
Total Shareholders’ Equity (Deficit)		5,000,009			(13,406,550	)		(8,406,541	)


Description	Level	March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – Money Market Funds	1	$	276,002,496	$	—