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 quarterquarterly period ended March 31, 20212022

OR

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 Itsits 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 DriveRegistrant’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 valueper share

DGNS

CVT

The Nasdaq CapitalGlobal Market

CheckIndicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 ordinaryApril 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 andper share, outstanding.



DRAGONEER GROWTH OPPORTUNITIES CORP. II

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021Table of Contents

TABLE OF CONTENTS

Page

Part I. Financial Information

Item 1. Financial Statements

Page

PART I.

Condensed Balance Sheets as of March  31, 2021 (unaudited) and December 31, 2020FINANCIAL INFORMATION

1

Item 1.

Financial Statements (Unaudited)

2

Condensed StatementConsolidated Balance Sheets

2

Condensed Consolidated Statements of Operations for the Three Months Ended March  31, 2021 (unaudited)and Comprehensive Loss

2

3

Condensed StatementConsolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2021 (unaudited)Stockholders' Equity

3

4

Condensed StatementConsolidated 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 RegardingAbout Market Risk

15

29

Item 4.

Controls and Procedures

15

29

Part II. Other Information

PART II.

Item 1. Legal ProceedingsOTHER 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 DisclosuresSignatures

16

Item 5. Other Information32

16

Item 6. Exhibits

16

Part III. Signatures

18

i


PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

DRAGONEER GROWTH OPPORTUNITIESCVENT 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 ofto the unaudited condensed consolidated financial statements.statements

2


1

CVENT HOLDING CORP.


DRAGONEER GROWTH OPPORTUNITIES CORP. II

CONDENSED STATEMENTCONSOLIDATED 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 ofto the unaudited condensed consolidated financial statements.statements

3


2

CVENT HOLDING CORP.


DRAGONEER GROWTH OPPORTUNITIES CORP. II

CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICITSTOCKHOLDERS’ 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 ofto the unaudited condensed consolidated financial statements.statements

4


3

CVENT HOLDING CORP.


DRAGONEER GROWTH OPPORTUNITIES CORP. II

CONDENSED STATEMENTCONSOLIDATED 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 ofto the unaudited condensed consolidated financial statements.statements

45



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 checkspecial 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% ofAgreement (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 completionterms of the Business Combination eitherAgreement, a reverse recapitalization between Dragoneer and Legacy Cvent was consummated, where by (i) in connectionMerger Sub I merged with a general meeting calledand into Legacy Cvent (the “First Merger” the time the First Merger becomes effective being referred to approveas 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 decisionAgreement, 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 bysurviving company in the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equalSecond Merger and, after giving effect to the aggregate amount then on deposit inMergers, Merger Sub II becoming a wholly-owned subsidiary of Dragoneer (the time that the Trust Account, calculatedSecond 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).

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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 completionReverse 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) notfinancial 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 withinto 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), dividedextraordinary 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 orderglobal COVID-19 pandemic, to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable tosafety 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 toheadcount, provided the Company orthe financial flexibility needed to manage a prospective target business with whichwide array of outcomes that may result from the Companypandemic. 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 fundscreated, and may continue to create, significant uncertainty in the Trust Account to below the lesser of (1) $10.00 per Public Sharemacroeconomic 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 seekconsidered 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 thanevolve and additional information becomes available, the Company’s independent registered public accounting firm), prospective target businesses or other entities with whichestimates 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 withthree 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.

6


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 controlaccounts of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified certain Public Sharesand its wholly-owned subsidiaries. All intercompany balances and

6


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 accompanyingconsolidation. 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 forU.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes necessaryrequired 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 includereflect all adjustments, consisting primarily of a normal recurring nature, which areaccruals, necessary for a fair presentationstatement of the financial position operatingas 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 accompanyingcondensed 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’sCompany's Annual Report on Form 10-K for the periodyear ended December 31, 2020,2021.

Restricted Cash

Restricted cash represents amounts required to be held as filedcollateral in a money market account for treasury management service agreements. The Company held $0.1 million of restricted cash as of March 31, 2022 and December 31, 2021.

The following table presents the Company’s cash, cash equivalents and restricted cash by category in the Company’s Condensed Consolidated Balance Sheets (in thousands):

 

 

March 31, 2022

 

 

December 31, 2021

 

Cash and cash equivalents

 

$

188,070

 

 

$

126,526

 

Restricted cash

 

 

104

 

 

 

103

 

Cash, cash equivalents, and restricted cash

 

$

188,174

 

 

$

126,629

 

Revenue Recognition

The Company derives revenue from two primary sources: Event Cloud subscription-based solutions and Hospitality Cloud marketing and subscription-based solutions. Subscription services revenue consists primarily of fees to provide the Company’s customers with access to its cloud-based platform. Subscription service contracts do not provide customers with the SECright to take possession of the software, are non-cancellable, and do not contain rights of return. Hospitality Cloud marketing solutions primarily relate to digital advertising on the Company’s hosted venue sourcing networks. Revenue is recognized when control of these services is transferred to a customer. A time-elapsed method is used to measure progress for subscription contracts because control is transferred evenly over the contract term. For the three months ended March 31, 2021.2022, the Company recognized approximately 85.8% of its revenue from services transferred to the customer over time, with the remaining 14.2% of revenue recognized at a point in time upon delivery, generally when an event occurred. The interimCompany’s services are generally provided under annual and multi-year contracts with invoicing occurring in annual or quarterly installments at the beginning of each year, or quarter, in the contract period. Revenue is presented net of sales and other taxes the Company collects on behalf of governmental authorities.

Certain contracts may include multiple distinct performance obligations which may consist of some or all of subscription services, marketing packages, and professional services. When an arrangement includes multiple performance obligations relating to SaaS subscriptions, which are concurrently delivered and have the same pattern of transfer to the customer (the services transfer to the customer ratably over the contract period), the entire contract value is recognized on a straight-line basis over the contract term. When an arrangement includes multiple performance obligations that do not have the same pattern of transfer to the customer, revenue is recognized at each performance obligation’s respective standalone selling price (“SSP”), when the performance obligations are satisfied. The SSP is the price at which the Company would sell a promised good or service separately to a customer. The Company estimates SSP based on internal margin analysis, competitor data, and other industry standards for SaaS-based companies.

Segment and Geographic Data

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in 1 operating segment and 1 reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

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Property and equipment outside North America geographic locations represented 32.2% and 33.4% of total property and equipment, net as of March 31, 2022 and December 31, 2021, respectively, and are located primarily in India. The composition of the Company’s property and equipment between North America and locations outside of North America is set forth below (in thousands):

 

 

March 31, 2022

 

 

December 31, 2021

 

North America

 

$

9,986

 

 

$

10,205

 

Outside North America

 

 

4,741

 

 

 

5,129

 

Total

 

$

14,727

 

 

$

15,334

 

Net Loss per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options. As the Company has reported losses for all periods presented, all potentially dilutive securities, including stock options, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

For the three months ended March 31, 2022 and 2021, 55,354,536 and 36,768,058 stock options were excluded from the computation of diluted net loss per share of common stock, respectively, because including them would have been antidilutive.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2021-08 on January 1, 2022 and will apply the provisions on a prospective basis. The adoption of ASU 2021-08 had no impact on our operating results for the three months ended March 31, 2022.

In November 2021, the FASB issued Accounting Standards Update No 2021-10, Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). ASU 2021-10 requires additional disclosures regarding the nature of government assistance, the related accounting policy used to account for assistance, the affected line items and applicable amounts within the consolidated financial position and results of operations, and significant terms and conditions related to the assistance. Government assistance within the scope of ASC 832 includes assistance that is administered by domestic, foreign, local, state, national governments, as well as departments, independent agencies and intergovernmental organizations. The updated guidance increases transparency of government assistance including 1) the type of assistance, 2) the entity's accounting for assistance, and 3) the effect of assistance on the entity's financial statements. The Company adopted ASU 2021-10 on January 1, 2022 and will apply the provisions on a prospective basis. During the three months ended March 31, 2022, the Company received $0.5 million in government wage and rent subsidies, which are not necessarily indicativerecorded as contra-expenses included in our cost of revenue and operating expenses on our unaudited interim condensed consolidated statement of operations and comprehensive loss.

Recent Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the resultsEffects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be expecteddiscontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the year endingdiscounting transition. The guidance is may be adopted any time prior to December 31, 2021 or for any future periods.

Emerging Growth Company

2022. The Company is an “emerging growth company,” as defined in Section 2(a)currently evaluating the impact of this ASU on its consolidated financial statements but does not expect that it will have a material impact on its consolidated financial position, results of operations and cash flows.

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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 modifiedfollows (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 Actrelated 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 tothe 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

7


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 estimatesnot 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, 20212022 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 CostsRemaining Performance Obligations

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

Class A Ordinary Shares Subjectcontract 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 redemptioninvoice. 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 controlunbilled 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, 20212022 and December 31, 2020, there were no unrecognized tax benefits2021, 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 interestcontracts 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 deviationunbilled contract value relative to the total value of our contracts will change from its position.

The Company is consideredyear 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 requirementsyear for several reasons, including the amount of cash collected early in the Cayman Islands orcontract 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 provisionthree 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.

9


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

 

Net income (loss) per share is computed by dividing net income (loss) by4. Property and Equipment

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 outstandingthree months ended March 31, 2022 and 2021, respectively.

5. Capitalized Software Development Costs

Capitalized software for the period. AtCompany’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

 

10


Intangible assets are amortized based on a pattern in which the Company didasset’s economic benefits are consumed, or if not have any dilutive securitiesreliably 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

 

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other contracts that could, potentially, be exercised or converted into ordinary sharescurrent 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.

8


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 reflectssummarizes the calculationCompany’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

 

8. Income Taxes

The effective tax rate for the three months ended March 31, 2022 and 2021 was (4.29%) and (9.96%), respectively. The difference between the Company’s effective tax rates for the 2022 and 2021 periods and the U.S. statutory tax rate of basic21% related primarily to U.S. taxes on foreign earnings, foreign tax rate differentials, and diluted net income (loss)valuation allowance.

11


The Company evaluates its tax positions on a quarterly basis. There were 0 material changes to the Company’s uncertain tax positions, interest, or penalties during the three months ended March 31, 2022 and 2021.

9. Stockholders’ Equity

The Company’s Certificate of Incorporation authorizes 1,500,000,000 shares of Common Stock and 1,000,000 of Preferred Stock, each $0.0001 par value per ordinary share (in dollars, except per share amounts):

   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

Note:share. As of March 31, 2022 and 2021, basic481,266,396 and diluted416,400,891 shares of Common Stock were outstanding, respectively, and no shares of Preferred Stock were outstanding. The holders of the Common Stock are entitled to dividends only when declared by the same as there are no non-redeemable securities that are dilutive toBoard of Directors ratably on a per share basis. Each share of Common Stock has one vote under the Company’s shareholders.Certificate of Incorporation.

Stock-based Compensation

(1)

The weighted average non-redeemable ordinary shares for period ended March 31, 2021 includes the effect of 752,000 Private Placement Shares, which were issued in conjunction with the Initial Public Offering on November 19, 2020

ConcentrationThe weighted-average assumptions used in the valuation of Credit Riskstock 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

%

Stock Option Activity Rollforward

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

 

 

$

-

 

During the three months ended March 31, 2022, the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. granted 4,129,380 stock options.

The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Theweighted-average grant date fair value of options granted during the Company’s assetsthree months ended March 31, 2022 was $3.72 per share.

The total intrinsic value of options that were exercised during the three months ended March 31, 2022 was $0.5 million. During the three months ended March 31, 2022, 140,970 options were exercised.

As of March 31, 2022, the $47.6 million in unrecognized compensation cost related to stock options will be recognized over a weighted-average period of 1.64 years.

Restricted Stock Units

During the three months ended March 31, 2022, the Company granted 12,043,248 service-based restricted stock units (“RSUs”), 3,731 of which had vested as of March 31, 2022. The outstanding RSUs vest on dates ranging from March 2022 to March 2026 as measured from the grant date.

12


Stock-based Compensation Expense

Stock-based compensation expense for equity and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximatesliability classified awards is recognized using the carrying amounts representedstraight-line attribution method. In addition, the Company ensures that it has fully recognized expense for at least the option and RSU tranches that have fully vested in the accompanying condensed balance sheets, primarily due to their short-term nature.period in which they vest.

Stock-based compensation expense is summarized as follows (in thousands):

Recent Accounting Standards

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Cost of revenue

 

$

590

 

 

$

59

 

Sales and marketing

 

 

2,980

 

 

 

335

 

Research and development

 

 

2,588

 

 

 

141

 

General and administrative

 

 

3,610

 

 

 

73

 

Total stock-based compensation

 

$

9,768

 

 

$

608

 

In August 2020,2021 Employee Stock Purchase Plan

At the Financial Accounting StandardsSpecial Meeting of the shareholders of Dragoneer on December 7, 2021, the shareholders of Dragoneer considered and approved the Cvent Holding Corp. 2021 Employee Stock Purchase Plan (the “ESPP”), which was adopted by the Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accountingbecame effective for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021.

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

9


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 withimmediately 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 purchasedBoard 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 priceapproximately 3.7 million RSUs in exchange for cancellation of $10.00 per Private Placement Share, for an aggregate purchase pricesuch 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 portionApril 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 heldCompany's employees have participated in the Trust Account. Ifexchange.

10. Debt

The outstanding principal amount and related unamortized debt issuance costs, net, are summarized as follows (in thousands):

 

 

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

 

a) First Lien

As of January 1, 2022, the Company had a $265.7 million balance on the Company's variable rate first lien loan, or Term Loan Facility, with a consortium of lenders (including Vista Credit Partners) and Goldman Sachs acting as the administrative agent with a

13


maturity date of November 30, 2024. As of the end of the 2021 calendar year, the Financial Conduct Authority in the United Kingdom (“U.K.”) has phased out the one-week and two-month LIBOR tenors, and no new loans beginning in 2022 will be priced using those LIBOR tenors. The Company’s existing loan agreements may still utilize the remaining one, three, or six-month LIBOR tenors until the complete discontinuation of LIBOR, which is currently expected in June 2023. The Company does not completeanticipate a Business Combination within the Combination Periodsignificant impact to our financial position or any Extension Period, the proceeds from the saleresults of the Private Placement Shares willoperations as we expect our agreements to be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

In September 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). On October 29, 2020, the Sponsor transferred 75,000 Founder Shares to each of the Company’s four independent directors. On October 22, 2020 and on November 16, 2020, the Company effected share dividends, resulting in 6,900,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares).modified utilizing a similar rate before phase-out occurs. As a result of the underwriter’s election to fully exercise their over-allotment option, 900,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On September 29, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) February 28, 2021 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $104,462 was repaid upon the consummation of the Initial Public Offering on November 19, 2020.

Related Party Loans

In order to finance transaction costsCompany's voluntary prepayment in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loanReverse Recapitalization Transaction, the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes.has no minimum payments due until Term Loan Facility's due date in 2024. The notes may be repaid upon completion of a Business Combination, without interest or, at the lender’s discretion, up to $2,000,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On January 19, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $2,000,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and duerate on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Convertible Promissory Note, the unpaid amounts would be forgiven. Up 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 to the Private Placement Shares. The outstanding balanceborrowings under the Convertible Promissory Note amounted to $2,000,000first lien was 3.96% as of March 31, 2021.2022. The carrying value of variable rate debt approximates fair value due to the short-term nature of the interest rates.

Future minimum principal payments under the debt agreement as of March 31, 2022 are as follows (in thousands):

2022 (remaining nine months)

 

$

-

 

2023

 

 

-

 

2024

 

 

265,696

 

 Total minimum principal payments on debt

 

$

265,696

 

b) Revolving Credit Facility

The Company assessedhas an agreement for a variable rate revolving credit facility in the provisionsamount of $40.0 million, which has a maturity date of August 30, 2024. Due to the spread of COVID-19 in the beginning of 2020, the global economic activity slowed down and in anticipation of constraints on cash and working capital, the Company fully drew on the revolving credit facility on March 20, 2020, which currently bears interest at a rate of one-month LIBOR plus a 3.75% margin payable monthly in arrears. The Company paid off portions of the Convertible Promissory Noterevolving credit facility in May, September, December 2020, and March 2021 and fully repaid the remaining balance as of April 2021. If the revolving credit facility is drawn more than 35% of the $40.0 million commitment it requires the Company to maintain compliance with the financial covenant maintaining a First Lien Leverage Ratio of less than 7.20 to 1.00 as of the last day of any Test Period. During the three months ended March 31, 2022 and 2021, the Company was and is within compliance of the First Lien Leverage Ratio and all financial covenants.

11. Leases

The Company enters into lease arrangements for office facilities under ASC 815-15non-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 treatmenttotal 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 instrumenttotal 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.

12. Commitments and Contingencies

a) Legal Proceedings, Regulatory Matters and Other Contingencies

From time to time, the Company may be classified as a componentbecome involved in legal proceedings, regulatory matters or other contingencies in the ordinary course of equity only if, amongits business. In its opinion, the Company is not presently involved in any legal proceeding, regulatory matter or other things, the instrument is indexed to the issuer’s ordinary shares. ASU 2020-06 statescontingency that, if determined adversely to it, would individually or in the fair value optionaggregate have a material adverse effect on its business, operating results, financial condition or cash flows.

b) Purchase Commitments

In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party cloud hosting, technology operations and data services. Total non-cancellable purchase commitments as of March 31, 2022 were approximately $14.9 million expiring at various dates through 2025.

13. Related-Party Transactions

Vista Credit Partners has a balance of $2.3 million in the Term Loan Facility as of March 31, 2022. There were 0 other related parties that have a position in the Term Loan Facility.

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The Company incurred less than $0.1 million for consulting fees from Vista Equity Partners Management, LLC (“Vista”) for both the three months ended March 31, 2022 and 2021, which are recorded in general and administrative expenses. As of March 31, 2022 and December 31, 2021, respectively, less than $0.1 million was included in accrued expenses in the condensed consolidated balance sheet.

The Company also entered into transactions during the three months ended March 31, 2022 and 2021 to sell services to other Vista controlled entities. The Company recognized $0.2 million and $0.1 million in revenue related to these transactions for the three months ended March 31, 2022 and 2021, respectively. Cvent also purchased software subscription and other services from Vista affiliates. The Company recognized $0.6 million and $0.4 million in expenses related to these transactions for the three months ended March 31, 2022 and 2021, respectively.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” for the purposes of federal securities laws. Such forward-looking statements include, but are not limited to, statements that reflect our current views with respect to future events and financial performance, business strategies, and expectations for our business and statements regarding our or our management’s expectations, hopes, beliefs, intentions, plans or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “approximately,” “likely,” “shall” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not elected,forward-looking.

In this Quarterly Report, the conversion option is not requiredterms “Cvent,” the “Company,” “we,” “us,” and “our” refer to Cvent Holding Corp. and its subsidiaries, unless the context indicates otherwise.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be bifurcatedmaterially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

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 proceedscurrent COVID-19 pandemic;
Cvent’s ability to the conversion feature.

10


DRAGONEER GROWTH OPPORTUNITIES CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

NOTE 7. COMMITMENTS AND CONTINGENCIES

Risksattract and Uncertainties

Management continuesretain 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 pandemiccompetitiveness 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;

16


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 possiblebeen 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.

We caution you that the virus could have a negative effect on the Company’s financial position, resultsforegoing list of its operations and/or search for a target company, the specific impact isimportant factors may not readily determinable ascontain all of the datematerial factors that are important to you. In addition, in light of these financial statements. The financial statements do not include any adjustments that might result fromrisk and uncertainties, the outcome of this uncertainty.

Registration and Shareholder Rights

Pursuantmatters referred to a registration rights agreement entered into on November 16, 2020, the holders of the Founder Shares and Private Placement Shares, including any Private Placement Shares that may be issued upon conversion of the Working Capital Loans and any Class A ordinary shares issuable upon conversion of Founder Shares, will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Public Share, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts heldforward-looking statements contained in the Trust Account solelythis Quarterly Report may not, in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

On October 29, 2020, the Company 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,fact, occur. Moreover, we operate in a private placement to close substantially concurrently with the initial Business Combination. The Company 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 sharesrapidly changing and provide the Company with a minimum funding level for the initial Business Combination.

NOTE 8. SHAREHOLDERS’ EQUITY

Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determinedcompetitive environment. New risk factors emerge from time to time, by the Company’s board of directors. As of March 31, 2021 and December 31, 2020, there wereit is not possible for management to predict all such risk factors. Accordingly, you should not place undue reliance on those statements. We undertake no preference shares issuedobligation to publicly update or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 752,000 Class A ordinary shares issued and outstanding, excluding 27,600,000 Class A ordinary shares subject to possible redemption, respectively.

The Company determined the Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per Public Share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the forward purchase agreement, 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.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 6,900,000 Class B ordinary shares issued and outstanding, respectively.

Holders of Class A ordinary shares and Class B ordinary shares will vote togetherrevise any forward-looking statement as a single class on all matters submitted to a voteresult of shareholders,new information, future events or otherwise, except as otherwise required by law. Prior toYou should read this Quarterly Report completely and with the Business Combination, only holdersunderstanding that our actual future results may be materially different from what we expect. We qualify all of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares and Private Placement Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason.our forward-looking statements by these cautionary statements.

 

1117


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.

12


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

ReferencesOverview

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” referappropriate 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. Referencesdigitally showcase their event space to our “management” or our “management team” refer to our officersattract valuable leads and directors, and references to the “Sponsor” refer to Dragoneer Growth Opportunities Holdings II. The following discussion and analysisgrow their businesses. This combination of the Company’sCvent 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 conditionresults 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 readand overall financial performance remains uncertain in conjunctionour 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 statementsCompany, where the customer pays for the account or the account has been paid

18


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 meaningadoption of Section 27Aour new virtual solution, Attendee Hub. We believe our net dollar retention rate may exceed historical levels as a result of the Securities Act of 1933market opportunity created by virtual and Section 21Ehybrid events and the accelerated digitization of the Exchange Actmeetings 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 factspay-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 risksAttendee Hub products is recognized at a point in time as the services are performed and uncertaintiesthe performance obligations are satisfied. Amounts that could cause actual resultshave been contractually invoiced are initially recorded as deferred revenue and are recognized as revenue ratably over the subscription period. We refer to differ materiallycontractual 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 expectedmarketing and projected. All statements, other than statementssubscription-based software solutions. Marketing solutions revenue is primarily driven by the number of historical factadvertisements 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.

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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 PerformanceSeasonality included in this Quarterly Report including, without limitation, statements in this “Management’sPart 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 filingsyear 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 accessedamounts 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 sectionbusiness 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. Exceptbusiness as expressly required by applicable securities law,one comprehensive solution for the Company disclaims any intention or obligationentire event management lifecycle.

We are invested in our customers’ success and as such, we will continue to update or revise any forward-looking statements whetherinvest 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 newseasonality 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

20


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.

21


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.

22


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 notepercentage 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

%)

23


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

%

24


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 pursuantprepayment 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

%)

25


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 agreedmost directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to loan us upreview the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to an aggregate principal amounttheir 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 bearingoperating performance monitored by management that are not defined under GAAP and due on the date on which we consummate a Business Combination. If wethat do not consummaterepresent, 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.

26


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 fundsour 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 outsideby 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 Accountongoing 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 fromtiming and extent of spending to support development efforts, the Trust Accountexpansion 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 usedrequired 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.

27


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 insufficientthe 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 repaysupport the Convertible Promissory Note,anticipated growth of our business and the unpaid amounts would be forgiven. Upamount 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 identicalnet 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 incorporatedchange 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 pursuitseasonality 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 expensesbusiness as a result of beinghigher 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 anet cash provided by operating activities was $51.2 million, which was primarily driven by net loss of $371,642, which consists of generaladjusted 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 helda $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 consummatedexpect our capital expenditures and our investment activity to continue to increase.

For the salethree 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 priceshort-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 optionproperty 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.

13


equipment. For the three months ended March 31, 2021, net cash used in operatinginvesting activities was $57,944. Net loss$25.0 million, reflecting $15.2 million in net purchases of $371,642short-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 Accountexercise of $2,496 and changes in operating assets and liabilities which provided $316,194 of cash from operating activities.

As ofstock options. For the three months ended March 31, 2021, we had marketable securities heldnet cash used in the Trust Account of $276,002,496financing activities was $10.1 million, consisting of money market funds, which primarily invest$8.4 million in U.S. Treasury Bills with a maturityrepayments on the Company's Revolving Credit Facility and $2.0 million of 185 days or less. We may withdraw interestscheduled principal payments on the Company’s Term Loan Facility, partially offset by $0.3 million in proceeds from the Trust Accountexercise 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 allthe unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

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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 Sponsorterms pursuant to which the Sponsor loaned us an aggregate principal amountwe 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 operatinghave indemnity provisions under our business. However, ifcontracts with our estimate of the costs of identifyingcustomers, 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 operatematerial 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 MarchAnnual Report on Form 10-K for the year ended December 31, 2021. We do not participate in transactionsIn addition, we enter into indemnification agreements with our directors and certain officers and employees that create relationships with unconsolidated entitiesrequire us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or financial partnerships, often referred toservice 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 debtdirectors, 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 underwritersemployees. 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 eventno claims that we completeare aware of that could have a Business Combination, subject to the termsmaterial 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 PoliciesEstimates

The preparation of condensed financial statements and related disclosures in conformity with U.S. generally accepted accounting principles generally accepted inand the United StatesCompany’s discussion and analysis of America requiresits financial condition and operating results require the Company’s management to make estimatesjudgments, assumptions and assumptionsestimates that affect the reported amounts reported. Note 2. “Summary of assetsSignificant Accounting Policies” to the condensed consolidated Financial Statements in Part I, Item 1 of this Quarterly Report and liabilities, disclosurein the Notes to Consolidated Financial Statements in Part II, Item 8 of contingent assetsour Annual Report on Form 10-K for the year ended December 31, 2021 describe the significant accounting policies and liabilities atmethods used in the datepreparation of the Company’s condensed consolidated financial statements, and income and expenses duringstatements. There have been no material changes to the periods reported. Actual results could materially differ from those estimates. We have identified the followingCompany’s critical accounting policies:

Class A Ordinary Shares Subject to Possible Redemption

We account forestimates 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.

14


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 earnedAnnual 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 outstandingForm 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 afteryear 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 RiskRisk.

Not requiredMarket 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 ProceduresProcedures.

Evaluation of Disclosure controlsControls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted underProcedures

The Company’s management, with the Exchange Act is recorded, processed, summarized and reported withinparticipation 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.

Evaluationhave evaluated the effectiveness of Disclosure Controlsthe Company’s disclosure controls and Procedures

As required byprocedures (as such term is defined in Rules 13a-15 and 15d-1513a-15(e) or Rule 15d-15(e) under the Securities Exchange Act ourof 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 evaluationhave concluded that, as of the effectivenessend of such period, the design and operation of ourCompany’s disclosure controls and procedures as of March 31, 2021. Based upon their evaluation, ourare 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 thatas 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 forduring the Class A ordinary shares subject to redemption and permanent equity.

Changes in Internal Control Over Financial Reporting

During the fiscal quarterperiod ended March 31, 2021, there has been no change in our internal control over financial reporting2022 that hashave 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.

29


PART II - II—OTHER INFORMATION

NoneFrom 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 FactorsFactors.

Factors that could cause our actual results to differ materially from thoseThe risks described in this report include the risk factors describedPart 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 theseSecurities 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

15


also be affected by factors that are not presently known to us or that we currently deemconsider to be immaterial may also impairto 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. Asoperations 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 SecuritiesSecurities.

NoneNone.

Item 4. Mine Safety DisclosuresDisclosures.

NoneNot applicable.

Item 5. Other InformationInformation.

NoneNone.

Item 6. ExhibitsExhibits.

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.

30


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)

3.1Amended and Restated Memorandum and Articles of Association(1)
10.1Private Placement Shares Purchase Agreement between the Company and Dragoneer Growth Opportunities Holdings II(1)
10.2Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company(1)
10.3Registration and Shareholder Rights Agreement between the Company and certain security holders(1)
10.4Letter Agreement between the Company, Dragoneer Growth Opportunities Holdings II and each of the officers and directors of the Company(1)
10.5Form 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 adoptedAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 20022002.

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 adoptedAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 20022002.

32.1**

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adoptedAdopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002.

32.2**

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adoptedAdopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002.

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

16


101.LAB*

101.LAB

Inline XBRL Taxonomy Extension LabelsLabel 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)

17

* Filed herewith.


SIGNATURES** Furnished herewith.

In accordance with

31


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, 2021By:/s/ Marc Stad
Name:Marc Stad
Title:

Chief Executive Officer and Chairman

(Principal Executive Officer)CVENT HOLDING CORP.

Date: June 21, 2021May 9, 2022

By:

By:

/s/ Pat RobertsonWilliam J. Newman, III

Name:Pat Robertson

William J. Newman, III

Title:

President,

SVP and Chief OperatingFinancial Officer and Director

(Principal Operating Officer)

1832