~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~Note 1 — Description of Organization~~

In this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company” and ~~Business Operations~~

“CCC” mean CCC Intelligent Solutions Holdings Inc. (formerly Dragoneer Growth Opportunities Corp.) and our subsidiaries. On July 30, 2021, Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer” ), consummated a business combination (the ~~“Company”~~“Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of February 2, 2021 (the “Business Combination Agreement”), as amended, by and among Dragoneer and Cypress Holdings Inc., a Delaware corporation (“CCCIS”). Immediately upon the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”, and such completion the “Closing”), CCCIS merged with and into Chariot Merger Sub, a wholly-owned direct subsidiary of Dragoneer, with CCCIS surviving the Business Combination as a wholly-owned direct subsidiary of Dragoneer (the “Merger”). In connection with the Transactions, Dragoneer changed its name to “CCC Intelligent Solutions Holdings Inc.”

FORWARD-LOOKING STATEMENTS

The section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as other parts of this Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the future financial performance and business strategies and expectations for our business. 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,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include information concerning our possible or assumed future results of operations, client demand, business strategies, technology developments, financing and investment plans, competitive position, our industry and regulatory environment, potential growth opportunities and the effects of competition.

Important factors that could cause actual results to differ materially from our expectations include:

•

our revenues, the concentration of our customers and the ability to retain our current customers;

•

our ability to negotiate with our customers on favorable terms;

•

our ability to maintain and grow our brand and reputation cost-effectively;

•

the execution of our growth strategy;

•

our projected financial information, growth rate and market opportunity;

•

the health of our industry, claim volumes, and market conditions;

•

changes in the insurance and automotive collision industries, including the adoption of new technologies;

•

global economic conditions and geopolitical events;

•

competition in our market and our ability to retain and grow market share;

•

our ability to develop, introduce and market new enhanced versions of our solutions and products;

•

our sales and implementation cycles;

•

the ability of our research and development efforts to create significant new revenue streams;

•

changes in applicable laws or regulations;

•

changes in international economic, political, social and governmental conditions and policies, including corruption risks in China and other countries;

•

currency fluctuations;

•

our reliance on third-party data, technology and intellectual property;

•

our ability to protect our intellectual property;

•

our ability to keep our data and information systems secure from data security breaches;

•

our ability to acquire or invest in companies or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments or partnership;

•

our ability to raise financing in the future and improve our capital structure;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;

•

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•

our financial performance;

•

our ability to expand or maintain its existing customer base; and

•

our ability to service our indebtedness.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. 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 materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described above and under the heading “Risk Factors.” 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. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	March 31,			December 31,
	2022			2021
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	195,497		$	182,544
Accounts receivable—Net of allowances of $4,161 and $3,791 for March 31, 2022 and December 31, 2021, respectively		76,746			78,793
Income taxes receivable		71			318
Deferred contract costs		15,645			15,069
Other current assets		44,013			46,181
Total current assets		331,972			322,905
SOFTWARE, EQUIPMENT, AND PROPERTY—Net		139,801			135,845
OPERATING LEASE ASSETS		34,690			37,234
INTANGIBLE ASSETS—Net		1,193,275			1,213,249
GOODWILL		1,494,252			1,466,884
DEFERRED FINANCING FEES, REVOLVER—Net		2,746			2,899
DEFERRED CONTRACT COSTS		21,303			22,117
EQUITY METHOD INVESTMENT		10,228			10,228
OTHER ASSETS		36,630			26,165
TOTAL	$	3,264,897		$	3,237,526
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	16,935		$	12,918
Accrued expenses		50,257			66,691
Income taxes payable		27,366			7,243
Current portion of long-term debt		8,000			8,000
Current portion of long-term licensing agreement—Net		2,745			2,703
Operating lease liabilities		5,821			8,052
Deferred revenues		33,395			31,042
Total current liabilities		144,519			136,649
LONG-TERM DEBT—Net		778,996			780,610
DEFERRED INCOME TAXES—Net		254,208			275,745
LONG-TERM LICENSING AGREEMENT—Net		32,926			33,629
OPERATING LEASE LIABILITIES		56,378			56,133
WARRANT LIABILITIES		60,342			62,478
OTHER LIABILITIES		4,770			5,785
Total liabilities		1,332,139			1,351,029
COMMITMENTS AND CONTINGENCIES (Notes 19 and 20)
MEZZANINE EQUITY:
Redeemable non-controlling interest		14,179			14,179
STOCKHOLDERS’ EQUITY:
Preferred stock—$0.0001 par; 100,000,000 shares authorized; 0 shares issued or outstanding		0			0
Common stock—$0.0001 par; 5,000,000,000 shares authorized; 613,758,126 and 609,768,296 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		61			61
Additional paid-in capital		2,653,201			2,618,924
Accumulated deficit		(734,377	)		(746,352	)
Accumulated other comprehensive loss		(306	)		(315	)
Total stockholders’ equity		1,918,579			1,872,318
TOTAL	$	3,264,897		$	3,237,526

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended
	March 31,
	2022			2021
REVENUES	$	186,823		$	157,789
COST OF REVENUES
Cost of revenues, exclusive of amortization of acquired technologies		42,701			38,013
Amortization of acquired technologies		6,695			6,580
Total cost of revenues		49,396			44,593
GROSS PROFIT		137,427			113,196
OPERATING EXPENSES:
Research and development		35,681			30,624
Selling and marketing		26,802			19,417
General and administrative		44,207			37,839
Amortization of intangible assets		18,080			18,077
Total operating expenses		124,770			105,957
OPERATING INCOME		12,657			7,239
INTEREST EXPENSE		(7,341	)		(18,766	)
GAIN ON CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS		0			3,277
GAIN ON SALE OF COST METHOD INVESTMENT		3,578			0
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES		2,136			0
OTHER INCOME — Net		82			87
PRETAX INCOME (LOSS)		11,112			(8,163	)
INCOME TAX BENEFIT		863			3,079
NET INCOME (LOSS) INCLUDING NON-CONTROLLING INTEREST		11,975			(5,084	)
Less: net income (loss) attributable to non-controlling interest		0			0
NET INCOME (LOSS) ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC.	$	11,975		$	(5,084	)
Net income (loss) per share attributable to common stockholders:
Basic	$	0.02		$	(0.01	)
Diluted	$	0.02		$	(0.01	)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic		603,104,839			505,072,914
Diluted		641,028,410			505,072,914
COMPREHENSIVE INCOME (LOSS):
Net income (loss) including non-controlling interest		11,975			(5,084	)
Other comprehensive income—Foreign currency translation adjustment		9			7
COMPREHENSIVE INCOME (LOSS) INCLUDING NON-CONTROLLING INTEREST		11,984			(5,077	)
Less: comprehensive income (loss) attributable to non-controlling interest		0			0
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC.	$	11,984		$	(5,077	)

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(In thousands, except number of shares)

(Unaudited)


	Redeemable
	Non-Controlling		Issued Preferred Stock													Accumulated
	Interest						Common Stock				Additional					Other			Total
			Number of		Par		Number of		Par		Paid-In		Accumulated			Comprehensive			Stockholders’
			Shares		Value		Shares		Value		Capital		Deficit			Loss			Equity
BALANCE—December 31, 2021	$	14,179		—	$	—		609,768,296	$	61	$	2,618,924	$	(746,352	)	$	(315	)	$	1,872,318
Stock-based compensation expense		—		—		—		—		—		23,644		—			—			23,644
Exercise of stock options—net of tax		—		—		—		3,961,270		—		10,633		—			—			10,633
Exercise of warrants—net		—		—		—		1,246		—		—		—			—			—
Issuance of common stock upon vesting of RSUs—net of tax		—		—		—		27,314		—		—		—			—			—
Foreign currency translation adjustment		—		—		—		—		—		—		—			9			9
Net income		—		—		—		—		—		—		11,975			—			11,975
BALANCE—March 31, 2022	$	14,179		—	$	—		613,758,126	$	61	$	2,653,201	$	(734,377	)	$	(306	)	$	1,918,579

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(In thousands, except number of shares)

(Unaudited)


	Redeemable
	Non-Controlling		Issued Preferred Stock													Accumulated
	Interest						Common Stock				Additional					Other			Total
			Number of		Par		Number of		Par		Paid-In		Accumulated			Comprehensive			Stockholders’
			Shares		Value		Shares		Value		Capital		Deficit			Loss			Equity
BALANCE—December 31, 2020	$	14,179		—	$	—		504,274,890	$	50		1,501,206	$	(129,370	)	$	(271	)	$	1,371,615
Issuance of common stock		—		—		—		110,679		—		1,007		—			—			1,007
Stock-based compensation expense		—		—		—		883,729		—		11,838		—			—			11,838
Exercise of stock options—net of tax		—		—		—		161,080		—		444		—			—			444
Dividend to CCCIS stockholders		—		—		—		—		—		—		(134,551	)		—			(134,551	)
Foreign currency translation adjustment		—		—		—		—		—		—		—			7			7
Net loss		—		—		—		—		—		—		(5,084	)		—			(5,084	)
BALANCE—March 31, 2021	$	14,179		—	$	0		505,430,378	$	50	$	1,514,495	$	(269,005	)	$	(264	)	$	1,245,276

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	For the Three Months Ended
	March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	11,975		$	(5,084	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of software, equipment, and property		6,807			5,153
Amortization of intangible assets		24,775			24,657
Deferred income taxes		(21,223	)		(6,079	)
Stock-based compensation		23,644			12,654
Amortization of deferred financing fees		474			1,150
Amortization of discount on debt		65			194
Change in fair value of interest rate swaps		0			(3,277	)
Change in fair value of warrant liabilities		(2,136	)		0
Non-cash lease expense		1,228			909
Loss on disposal of software, equipment and property		795			0
Gain on sale of cost method investment		(3,578	)		0
Other		26			15
Changes in:
Accounts receivable—Net		2,043			6,184
Deferred contract costs		(576	)		41
Other current assets		2,187			(1,061	)
Deferred contract costs—Non-current		814			(288	)
Other assets		(10,805	)		2,106
Operating lease assets		1,316			2,372
Income taxes		20,370			(907	)
Accounts payable		4,825			4,344
Accrued expenses		(16,460	)		(4,348	)
Operating lease liabilities		(1,986	)		(1,655	)
Deferred revenues		2,353			1,580
Other liabilities		(68	)		(426	)
Net cash provided by operating activities		46,865			38,234
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of software, equipment, and property		(14,280	)		(4,637	)
Acquisition of Safekeep, Inc., net of cash acquired		(32,227	)		0
Proceeds from sale of cost method investment		3,892			0
Purchase of intangible asset		0			(49	)
Net cash used in investing activities		(42,615	)		(4,686	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend to CCCIS stockholders		0			(134,549	)
Principal payments on long-term debt		(2,000	)		(3,462	)
Proceeds from issuance of common stock		0			1,007
Proceeds from exercise of stock options		10,691			503
Net cash provided by (used in) financing activities		8,691			(136,501	)
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		12			9
NET CHANGE IN CASH AND CASH EQUIVALENTS		12,953			(102,944	)
CASH AND CASH EQUIVALENTS:
Beginning of period		182,544			162,118
End of period	$	195,497		$	59,174
NONCASH INVESTING AND FINANCING ACTIVITIES:
Unpaid liability related to software, equipment, and property	$	0		$	24
Contingent consideration related to business acquisition	$	200		$	0
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	6,783		$	17,422
Cash received (paid) for income taxes—Net	$	45		$	(3,906	)

See notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

ORGANIZATION AND nature of operations

CCC Intelligent Solutions Holdings Inc., a Delaware corporation, is a ~~blank check company~~leading provider of innovative cloud, mobile, telematics, hyperscale technologies, and applications for the property and casualty (“P&C”) insurance economy. Our cloud-based software as a service (“SaaS”) platform connects trading partners, facilitates commerce, and supports mission-critical, artificial intelligence ("AI") enabled digital workflows. Our platform digitizes workflows and connects companies across the P&C insurance economy, including insurance carriers, collision repairers, parts suppliers, automotive manufacturers, financial institutions, and others.

The Company is headquartered in Chicago, Illinois. The Company’s primary operations are in the United States (“US”) and it also has operations in China.

The Company was originally incorporated as a Cayman Islands exempted company on July 3, ~~2020. The Company was formed for~~2020 as a special purpose acquisition company under 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,~~name Dragoneer Growth Opportunities Corp. On February 2, 2021, CCCIS entered into the ~~Company is subject to all of the risks associated with early stage and emerging growth companies.~~

As of June 30, 2021, the Company had not commenced any operations. All activity for the period from July 3, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination ~~and activities in~~Agreement with Dragoneer. In connection with the proposed acquisition of Chariot Opportunity Merger Sub, Inc., a Delaware corporation (“Chariot Merger Sub”), and Cypress Holdings, Inc., a Delaware corporation (“CCC”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company may 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 August 13, 2020. On August 18, 2020 the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000 which is described in Note 3.

~~Simultaneously~~ with the closing of the ~~Initial Public Offering, the Company consummated the sale~~Business Combination (see Note 3), Dragoneer changed its jurisdiction of 15,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Dragoneer Growth Opportunities Holdings (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 4. Private Placement Warrants together with the warrants includedincorporation by deregistering as an exempted company in the ~~units sold (the “Public Warrants”) (the “Warrants”).~~

Cayman Islands and continuing and domesticating as a Delaware corporation on July 30, 2021, upon which Dragoneer changed its name to CCC Intelligent Solutions Holdings Inc.

~~Transaction costs amounted to $38,924,273, consisting~~2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of ~~$13,800,000~~Presentation—The condensed consolidated balance sheets as of ~~underwriting fees, $24,150,000~~March 31, 2022 and December 31, 2021, the condensed consolidated statements of ~~deferred underwriting fee~~operations and ~~$974,273~~comprehensive income (loss) for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of ~~other offering costs.~~

~~Following~~mezzanine equity and stockholders’ equity for the ~~closing~~three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the ~~Initial Public Offering on August 18, 2020, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering~~three months ended March 31, 2022 and ~~a portion of the net proceeds from the sale of the Private Placement Warrants was placed in a~~

~~non-interest~~

~~bearing trust account (the “Trust Account”) which did not earn interest or was not invested until after January 1,~~ 2021 ~~after which the proceeds~~ have been 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~~prepared by the Company ~~until~~and have not been audited. In the ~~earliest of: (i) the completion~~opinion 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 Warrants, although substantially~~ all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The NYSE listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company willadjustments (which include only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $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 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 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 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

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

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not 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 if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

~~pre-initial~~

~~business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a~~

~~per-share~~

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares.

The Company will have until August 18, 2022 (or November 18, 2022 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by August 18, 2022 but has not completed a Business Combination by August 18, 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 operationsnormal recurring adjustments except where disclosed) necessary 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period or any Extension Period.

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 6) 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 Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share 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

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Liquidity and Going Concern Consideration~~

~~As of June 30, 2021, the Company had $1,441,976 in its operating bank account, and a working capital deficiency of approximately $5,393,518.~~

The Company’s liquidity needs up to June 30, 2021 were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, advances from related party of $1,404,979 (see Note 5) and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the advanced from related party leaving a balance of $2,330 as of June 30, 2021. In addition, in order to finance transaction costs 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, provide the Company Working Capital Loans (defined below, see Note 5). As of June 30, 2021, the Company had $2,000,000 outstanding under the Working Capital Loans.

Management has determined that the Company has access to funds from the Sponsors, and the Sponsors have the financial wherewithal to fund the Company, that are sufficient to fund its working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuancefair presentation of the financial ~~statements. Over this time~~position, results of operations and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the ~~Company will~~results to be ~~using these funds~~expected for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the ~~target business to merge with~~full year or ~~acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination).~~

~~Note 2 — Summary of Significant Accounting Policies~~

~~Basis of Presentation~~

any future period.

The accompanying ~~unaudited~~ condensed consolidated financial statements have been prepared in accordance with ~~accounting principles~~ generally accepted ~~in the United States of America~~accounting principles (“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.~~ Securities and Exchange Commission (“SEC”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain information orand footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, ~~they do~~the condensed consolidated financial statements may not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. ~~In the opinion of management, the accompanying unaudited~~These condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~The accompanying unaudited condensed~~consolidated financial statements should be read in conjunction with the ~~Company’s amended~~Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form

~~10-K/A~~

10-K for the ~~period~~year ended December 31, ~~2020 filed with~~2021.

The Company's significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the ~~SEC~~consolidated financial statements included in the Company's Annual Report on ~~May 13, 2021. The interim results~~Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies during the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022.

Basis of Accounting—The accompanying condensed consolidated financial statements are ~~not necessarily indicative~~prepared in accordance with GAAP and include the accounts of the ~~results to be expected for the period ending December 31, 2021 or for any future periods.~~

~~Emerging Growth~~ Company

and its wholly-owned subsidiaries and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The ~~Company is an “emerging growth company,” as defined in Section 2(a)~~condensed consolidated financial statements include 100% of the ~~Securities Act, as modified by~~accounts of wholly-owned and majority-owned subsidiaries and the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to 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 404ownership interest of the ~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation~~minority investor is recorded as a non-controlling interest 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.~~

subsidiary.

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 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 company 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.

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

Use of Estimates

—The preparation of ~~unaudited~~the condensed consolidated financial statements ~~in conformity with GAAP~~ requires management to make estimates and assumptions that affect the reported amounts, ~~of assets~~ and ~~liabilities and disclosure~~the disclosures of contingent amounts in the Company’s condensed consolidated financial statements and the accompanying notes. Although the Company regularly assesses these estimates, actual

results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. Significant estimates in these condensed consolidated financial statements include the estimation of contract transaction prices, the determination of the amortization period for contract assets, the valuation of goodwill and intangible assets, the valuation of the warrant liabilities, the estimates and assumptions associated with stock incentive plans, and the preliminary measurement of expected contingent consideration in connection with business acquisitions.

Revenue Recognition—The Company’s revenue recognition policy follows guidance from Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

The Company generates revenue from contracts that are generally billed either on a monthly subscription or transactional basis. Other revenue primarily consists of professional services revenue that is generally transaction-based (where a fee per transaction is charged). Revenues are recognized as control of these services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition based on the application of the following steps:

•

Identification of the contract, or contracts, with a customer

•

Identification of the performance obligation(s) in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligation(s) in the contract

•

Recognition of revenue when, or as a performance obligation is satisfied

Software Subscription Revenues—Software services are hosted and provide customers with the right to use the hosted software over the contract period without taking possession of the software and are generally billed on either a monthly subscription or transactional basis. Revenues related to services billed on a subscription basis are recognized ratably over the contract period as this is the time period over which services are transferred to the customer, generally between three and five years.

Revenues from subscription services represent a stand-ready obligation to provide access to the Company’s platform. As each day of providing services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, subscription arrangements include a series of distinct services. The Company may provide certain of its customers with implementation activities such as basic setup, installation and initial training that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer.

For contracts with fixed and variable consideration, to the extent that customers’ usage exceeds the committed contracted amounts under their subscriptions, they are charged for their incremental usage. For such overage fees, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. Revenue recognized from overage fees was not material during the three months ended March 31, 2022 and 2021. When customers’ usage falls below the committed contracted amounts, the customer does not receive any credits or refunds for the shortfall.

For contracts where fees are solely based on transaction volume, the amount invoiced corresponds directly with the value provided to the customer, and revenue is recognized when invoiced using the as-invoiced practical expedient.

Other Revenue—Other revenues are recognized over time as the services are performed and consist of professional services and other non-software services. Other revenues are generally invoiced monthly in arrears.

Revenues related to such services that are billed on a transactional basis are recognized when the transaction for the related service occurs. Transaction revenue is primarily comprised of fees for professional services applied to the volume of transactions. These are typically based on a per-unit rate and are invoiced for the same period in which the transactions were processed and as the performance obligation is satisfied. For contracts with transaction fees, the amount invoiced corresponds directly with the value provided to the customer, and revenue is recognized when invoiced using the as-invoiced practical expedient.

Contracts with Multiple Performance Obligations—The Company’s contracts with customers can include access to different software applications such as CCC workflow, estimating, valuation and analytics, each of which is its own performance obligation. These additional services are either sold on a standalone basis or could be used on their own with readily available resources. For these contracts, the Company accounts for individual performance obligations separately, if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The standalone selling price for distinct performance obligations is generally based on directly observable pricing. In instances where

standalone selling price is not directly observable, the Company determines standalone selling price based on overall pricing objectives, which take into consideration observable data, market conditions and entity-specific factors.

Disaggregation of Revenue—The Company provides disaggregation of revenue based on type of service as it believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following table summarizes revenue by type of service for the three months ended March 31, 2022 and 2021 (in thousands):


	For the Three Months Ended
	March 31,
	2022		2021
Software subscriptions	$	179,818	$	152,026
Other		7,005		5,763
Total revenues	$	186,823	$	157,789

Transaction Price Allocated to the Remaining Performance Obligations—Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of March 31, 2022, approximately $1,327 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $525 million during the following twelve months, and approximately $802 million thereafter. The estimated revenues do not include unexercised contract renewals. The remaining performance obligations exclude future transaction revenue where revenue is recognized as the services are rendered and in the amount to which the Company has the right to invoice.

Contract Liabilities—Contract liabilities consist of deferred revenue and include customer billings in advance of revenues being recognized from subscription contracts and professional services. Deferred revenue that is expected to be recognized during the succeeding twelve-month period is recorded as current, and the remaining portion is recorded as noncurrent and included within other liabilities on the condensed consolidated balance sheets.

Revenue recognized for the three months ended March 31, 2022 from amounts in deferred revenue as of December 31, 2021 was $29.7 million. Revenue recognized for the three months ended March 31, 2021 from amounts in deferred revenue as of December 31, 2020 was $25.0 million.

Costs to Obtain and Fulfill the Contract—The Company defers costs that are considered to be incremental and recoverable costs of obtaining a contract with a customer, including sales commissions. Costs to fulfill contracts are capitalized when such costs are direct and related to implementation activities for hosted software solutions. Capitalized costs to obtain a contract and costs to fulfill a contract are generally amortized over a period between three and five years, which represents the expected period of benefit of these costs and corresponds to the contract period. In instances where the contract term is significantly less than three years, costs to fulfill are amortized over the contract term which the Company believes best reflects the period of benefit of these costs.

Stock-Based Compensation—The Company’s stock-based compensation plans are described in Note 17. The Company accounts for stock-based payment awards based on the grant date fair value. The incremental fair value of modifications to stock-based payment awards is estimated at the date of modification. Stock-based payment awards that are settled in cash are accounted for as liabilities. The Company recognizes stock-based compensation expense for only the ~~financial statements and~~portion of awards expected to vest, based on an estimated forfeiture rate.

The Company recognizes stock-based compensation expense for time-based awards on a straight-line basis over the ~~reported amounts of revenues and expenses during~~requisite service period, which is generally the ~~reporting period.~~

~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate~~vesting period of the ~~effect~~respective awards. Stock-based compensation expense for performance-based awards with a market condition is not recognized until the performance condition is probable of occurring.

The fair value of restricted stock units with only a ~~condition, situation~~time-based vesting component or ~~set~~a performance-based vesting component is determined using the quoted price of ~~circumstances that existed at~~our common stock on the date of grant.

The fair value of the ~~financial statements,~~Company’s stock options with only a time-based component is estimated using the Black-Scholes option pricing model.

The fair value of the Company’s performance-based awards with a market condition is estimated using a Monte Carlo simulation model. The assumptions utilized under these methods require judgments and estimates. Changes in these inputs and assumptions could affect the measurement of the estimated fair value of the related compensation expense of these stock-based payment awards.

Stock-based compensation expense related to purchase rights issued under the 2021 Employee Stock Purchase Plan ("ESPP") is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period.

Goodwill and Intangible Assets—Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subjected to an annual impairment test as of September 30 of each fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Testing goodwill and intangible assets for impairment involves comparing the fair value of the reporting unit or intangible asset to its carrying value. If the carrying amount of a reporting unit or intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, up to the carrying value of the goodwill or intangible asset.  There were no events or changes in circumstances that indicated the carrying value may not be recoverable and 0 impairment charges related to goodwill or indefinite-lived intangible assets were recognized for the three months ended March 31, 2022 and 2021.

Business Combinations—The Company allocates the purchase consideration of acquired companies to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess recorded to goodwill. These estimates are inherently uncertain and subject to refinement. During the measurement period, which ~~management considered in formulating its estimate, could change in the near term due~~may be up to one ~~or more future events. One~~year from the acquisition date, adjustments may be recorded to the fair value of these tangible and intangible assets acquired and liabilities assumed, including uncertain tax positions and tax-related valuation allowances, with the corresponding offset to goodwill. Upon the conclusion of the ~~more significant accounting estimates included in these financial statements is the~~measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the ~~warrant liability. Such estimates may be subject to change as more current information becomes available~~condensed consolidated statements of operations and ~~accordingly the actual results could differ significantly from those estimates.~~

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~Cash and Cash Equivalents~~

comprehensive income (loss).

The Company ~~considers all short-term investments with an original maturity~~estimates the fair value of ~~three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.~~

~~Cash and Marketable Securities Held in Trust Account~~

~~At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in mutual funds and cash, respectively.~~

~~Class A Ordinary shares subject to possible redemption~~

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 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 unaudited condensed balance sheets.

~~Offering Costs~~

~~Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly~~contingent consideration related to the Initial Public Offering. Offering costs amounting to $37,773,402 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs allocated to the warrant liabilities amounted to $1,150,871, were expensed as ofbusiness combinations on the date of ~~the Initial Public Offering.~~

~~Warrant Liability~~

~~The Company accounts for the Warrants in accordance with the guidance contained in ASC~~

~~815-40~~

under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to

~~re-measurement~~

at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Public Warrants for periods where no observable traded price was available were valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.acquisition (see Note 4). The fair value of the ~~Private Warrants was determined using a Black-Scholes option pricing model.~~contingent consideration is remeasured each reporting period, with any change in the fair value recorded within the condensed consolidated statements of operations and comprehensive income (loss).

Recently Adopted Accounting Pronouncements—Effective January 1, 2022, the Company adopted ASU 2019-12, Income Taxes

~~The Company accounts~~ (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to reduce the complexity of accounting for income ~~taxes under ASC Topic 740, “Income Taxes,” which prescribes~~taxes. Changes include treatment of hybrid tax regimes, tax basis step-up in goodwill obtained in a ~~recognition threshold~~transaction that is not a business combination, separate financial statements of legal entities not subject to tax, intra period tax allocation, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. The adoption of ASU 2019-12 did not have a ~~measurement attribute for~~material impact on the Company's condensed consolidated financial ~~statement recognition~~statements.

Recently Issued Accounting Pronouncements—In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, and ~~measurement~~subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2020-03. The guidance amends the current accounting guidance and requires the measurements of ~~tax positions taken or~~all expected losses based on historical experience, current conditions and reasonable and supportable forecasts. The new guidance replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount 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.~~collected. The ~~Company’s management determined that~~guidance is effective for the ~~Cayman Islands~~Company on January 1, 2023 and early adoption is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021 and December 31, 2020, there were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties.permitted. The Company is currently ~~not aware~~assessing the impact of ~~any issues under review that could result in significant payments, accruals or material deviation from~~this update on its ~~position.~~condensed consolidated financial statements.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

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

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 29,600,000 shares of Class A ordinary shares in the aggregate.

~~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 share. Net income per 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 since original issuance. Net loss per share, basic and diluted, for 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 B~~

~~non-redeemable~~

~~ordinary shares outstanding for the period. Class B~~

~~non-redeemable~~

~~ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.~~

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):~~

Three Months
Ended
June, 30

Six Months
Ended
June 30,


2021

2021

Redeemable Class A Ordinary Shares

Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income earned on marketable securities held in Trust Account
   $ 15,703    $ 21,942
Net Earnings
   $ 15,703    $ 21,942




Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic
and Diluted
   69,000,000    69,000,000




Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
   $ 0.00    $ 0.00




Non-Redeemable
Class B Ordinary Shares

Numerator: Net Income (Loss) minus Redeemable Net Earnings

Net Income (Loss)
   $ (17,630,095 )    $ 142,994,465
Redeemable Net Earnings
   (15,703 )    (21,942 )




Non-Redeemable
Net Income (Loss)
   $ (17,645,798 )    $ 142,972,523




Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares

Non-Redeemable
Class B Ordinary Shares, Basic and Diluted
   17,250,000    17,250,000




Earnings (loss)/Basic and Diluted
Non-Redeemable
Class B Ordinary Shares
   $ (1.02 )    $ 8.29

~~Note: As of June 30, 2021, basic and diluted shares are the same as there are no~~

~~non-redeemable~~

~~securities that are dilutive to the shareholders.~~

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Fair Value Measurements~~

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

~~Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~Derivative Financial Instruments~~

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then

~~re-valued~~

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

~~non-current~~

~~based on whether or not~~

~~net-cash~~

~~settlement or conversion of the instrument could be required within 12 months of the balance sheet date.~~

~~Recent Accounting Standards~~

~~In August~~March 2020, the FASB issued ASU

~~No. 2020-06,~~

~~“Debt—Debt with Conversion~~ 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ~~Other Options (Subtopic~~

~~470-20)~~

in January 2021 subsequently issued ASU 2021-01, which refines the scope of Topic 848. These ASUs provide optional expedients and ~~Derivatives~~exceptions for applying GAAP to contracts, hedging relationships, and ~~Hedging—Contracts in Entity’s Own Equity (Subtopic~~

~~815-40):~~

~~Accounting for Convertible Instruments~~other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients 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~~

exceptions is ~~effective for fiscal years beginning after~~permitted upon issuance of ASU 2020-04 through December ~~15, 2023, including interim periods within those fiscal years, with early adoption permitted.~~31, 2022. The Company ~~adopted ASU~~

~~2020-06~~

~~effective as~~is currently assessing the impact of ~~January 1, 2021. The adoption of ASU~~

~~2020-06~~

~~did not have an impact~~this update on ~~the Company’s~~its condensed consolidated 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 the Company’s unaudited condensed financial statements.3.

BUSINESS COMBINATION

~~Note 3 — Initial Public Offering~~

Pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

~~one-fifth~~

~~of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).~~

~~Note 4 — Private Placement~~

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 15,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,800,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~Note 5 — Related Party Transactions~~

~~Founder Shares~~

~~In July 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 Class B ordinary shares (the “Founder Shares”).~~

On July 23, 2020, the Sponsor transferred 75,000 Founder Shares to each of the Company’s directors. The Founder Shares included an aggregate of up to 2,250,000 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. As a result of the underwriters’ election to fully exercise their over-allotment option, 2,250,000 Founder Shares are no longer subject to forfeiture.

Each of the Company’s initial shareholders 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.

~~Advances from Related Party~~

~~An affiliate of the Sponsor advanced the Company an aggregate of $1,404,979 to cover expenses related to the Initial Public Offering and for working capital purposes. The advances are~~

~~non-interest~~

bearing and due on demand. Advances in the aggregate amount of $19,458 were repaid during the six months ended June 30, 2021 and $1,383,191 were repaid during the year ended December 31, 2020. As of June 30, 2021 and December 31, 2020, advances in the aggregate amount of $2,330 and $17,703 are outstanding, respectively.

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~Promissory Note – Related Party~~

On July 10, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

~~non-interest~~

bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. There were no outstanding borrowings under the Promissory Note as of June 30, 2021 and December 31, 2020.

~~Related Party Loans~~

In order to finance transaction costs 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, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. 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 warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, the Company had 0 outstanding borrowings under the Working Capital Loans.

On January 19, 2021, the Company entered into a Working Capital Loan with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $2,000,000. The Working Capital Loan is

~~non-interest~~

~~bearing and due on the date on which the Company consummates a Business Combination. As of June 30, 2021, the outstanding balance under the Working Capital Loan amounted to $2,000,000.~~

~~The Company assessed the provisions of the Working Capital Loan under ASC~~

~~815-15.~~

The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to debt discount. The Conversion Option was valued using a Black-Scholes Option Pricing Model, which is considered to be Level 3 fair value measurement (see Note 9).

~~The debt discount is being amortized to interest expense as a~~

~~non-cash~~

charge over the term of the Working Capital Loan, which is assumed to be June 2022, the Company’s initial expected Business Combination date. The Company initially recorded a debt discount, which is presented net of the Working Capital Loan on the accompanying condensed balance sheet, of $2,000,000. During the three and six months ended June 30, 2021, the Company ~~recorded $1,000,000 and $2,000,000, respectively, of interest expense related to~~consummated the ~~amortization of the debt discount.~~

~~Note 6 — Commitments and Contingencies~~

~~Risks and Uncertainties~~

~~Management continues to evaluate the impact of the~~

~~COVID-19~~

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Registration and Shareholder Rights~~

Pursuant to a registration rights agreement entered into on August 13, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon exercise of the Forward Purchase Agreement and conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. 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 Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Underwriting Agreement~~

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $13,800,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $24,150,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete apreviously announced Business Combination ~~subject~~pursuant to the terms of the ~~underwriting agreement.~~Business Combination Agreement, dated as of February 2, 2021, as amended, by and among Dragoneer, Chariot Opportunity Merger Sub, Inc. (“Chariot Merger Sub”), a Delaware corporation, and CCCIS, a Delaware corporation.

Immediately upon the consummation of the Business Combination and the Transactions, Chariot Merger Sub, a wholly-owned direct subsidiary of Dragoneer, merged with and into CCCIS, with CCCIS surviving the Business Combination as a wholly-owned direct subsidiary of Dragoneer (“Merger”). In connection with the Transactions, Dragoneer changed its name to “CCC Intelligent Solutions Holdings Inc.”

The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Dragoneer was treated as the acquired company for accounting purposes and the Business Combination was treated as the equivalent of CCCIS issuing stock for the net assets of Dragoneer, accompanied by a recapitalization.

The net assets of Dragoneer are stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of CCCIS’s capital stock and equity awards prior to the Business Combination have been retroactively restated reflecting the exchange ratio of 1:340.5507 ("Exchange Ratio").

Pursuant to the Merger, at the Effective Time of the Merger (the “Effective Time”):

•

each share of CCCIS common stock that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive shares of the Company’s common stock based on the Exchange Ratio, rounded down to the nearest whole number of shares;

•

~~Forward Purchase Agreements~~

~~On July 24, 2020~~each option to purchase shares of CCCIS common stock, whether vested or unvested, that was outstanding and ~~August 12, 2020,~~unexercised as of immediately prior to the Effective Time was assumed by the Company ~~entered into two respective forward~~and became an option (vested or unvested, as applicable) to purchase ~~agreements which provide for~~a number of shares of the ~~purchase~~Company’s common stock equal to the number of shares of CCCIS common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares, at an exercise price equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole cent;

•

each of Dragoneer Funding LLC and entities managed by or associated with Willett Advisors LLC of up to a combined aggregate of 17,500,000 units (the “forward purchase units”), with each unit consisting of oneDragoneer’s redeemable Class A ordinary share and

~~one-fifth~~

of one warrant to purchase one Class A ordinary share for $10.00 per unit, or $175,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of a Business Combination.

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

The obligations under the forward purchase agreements will not depend on whether any public shareholders elect to redeem their shares and provide a minimum funding level for the initial Business Combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares and warrants, respectively, included in the Units sold in the Initial Public Offering, except that they will be subject to certain registration rights.

~~Business Combination Agreement~~

On February 2, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) as amended on April 22, 2021 by Amendment No. 1 to the Business Combination Agreement and on July 6, 2021 by Amendment No. 2 to Business Combination Agreement), by and among the Company, Chariot Merger Sub and CCC. The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.

The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed as determined by CCC in its sole discretion, (B) each outstanding Class A ordinary share of the Company and each outstanding Class B ordinary share that was issued and outstanding immediately prior to the Effective Time was exchanged for an equal number of shares of the ~~Company will become one share of~~Company’s common stock of the Company (the “Dragoneer Common Stock”), and (C) each outstanding whole warrant of the Company will become one warrant to purchase one share of Dragoneer Common Stock; and (ii) following the Domestication, Chariot Merger Sub will merge with and into CCC, with CCC as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”).stock.

Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements ~~(the “Subscription Agreements”)~~ with certain ~~investors. Pursuant~~institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the ~~Subscription Agreements, each investor agreed~~closing, an aggregate of 15,000,000 shares of the Company’s common stock at a purchase price of $10.00 per share.

Prior to ~~subscribe for and purchase, and~~the closing, the Company ~~agreed~~entered into forward purchase agreements with Dragoneer Funding LLC and Willett Advisors LLC, pursuant to ~~issue~~which the Company issued an aggregate of 17,500,000 forward purchase units, each consisting of one common share and ~~sell~~one-fifth of one Public Warrant to ~~such investors,~~purchase one common share for $11.50 per share, for a purchase price of $10.00 per unit.

Effective upon Closing, 8,625,000 shares held by Dragoneer Growth Opportunities Holdings (the “Sponsor Vesting Shares”) became non-transferable and subject to forfeiture on the tenth anniversary of Closing ~~Date (as~~if neither of the following triggering events has occurred: (a) the share price of the Company’s common stock has been greater than or equal to $13.00 per share for any twenty trading days within any thirty consecutive trading day period beginning after Closing, or (b) a change in control as defined in the Business Combination ~~Agreement)~~Agreement. The Sponsor Vesting Shares do not meet the criteria to be classified as a liability and are presented within stockholders’ equity.

As part of the Business Combination, 15.0 million shares of the Company’s common stock (the “Company Earnout Shares”) shall be issued to CCCIS shareholders existing as of immediately prior to Closing and holders of vested and unvested equity awards of CCCIS as of the date of the Business Combination Agreement (subject to continued employment), following a triggering event (“CCC Triggering Event”). A CCC Triggering Event is defined as the ~~Closing (as~~earlier of (a) the first date on which the shares of the Company’s common stock have traded for greater than or equal to $15.00 per share for any twenty trading days within any thirty consecutive trading day period commencing after the closing or (b) a change in control as defined in the Business Combination ~~Agreement)~~Agreement. If a CCC Triggering Event does not occur within ten years after Closing, the CCC Earnout Shares are forfeited.

The Company Earnout Shares are not issued shares and are excluded from the Company's issued and outstanding shares within its condensed consolidated statements of mezzanine equity and stockholders' equity.

Upon Closing, the Company received net cash contributions of $763.3 million and had 603,170,380 shares of common stock outstanding.

BUSINESS ACQUISITION

On February 8, 2022, the Company completed its acquisition of Safekeep, Inc. (“Safekeep”), a privately held company that leverages AI to streamline and improve subrogation management across auto, property, workers’ compensation and other insurance lines of business. Leveraging Safekeep’s AI-enabled subrogation solutions, the acquisition will broaden the Company’s portfolio of cloud-based solutions available to its insurance customers.

In exchange for all the outstanding shares of Safekeep, the Company paid total cash consideration of $32.3 million upon closing. In accordance with the acquisition agreement, the Company placed $6.0 million in escrow for a general indemnity holdback to be paid to the sellers within 15 months of closing subject to reduction for certain indemnifications and other potential obligations of the selling shareholders.

As additional consideration for the shares, the acquisition agreement includes a contingent earnout for additional cash consideration. The potential amount of the earnout is calculated as a multiple of revenue, above a defined floor, during the 12-month measurement period ending December 31, 2024 and is not to exceed $90.0 million. The preliminary fair value of the contingent consideration as of the acquisition date of $0.2 million was estimated using a Monte Carlo simulation model that relies on unobservable inputs, including management estimates and assumptions. Thus, the contingent earnout is a Level 3 measurement.

The acquisition date fair value of the consideration transferred was $32.5 million, which consisted of the following (in thousands):


Cash paid through closing	$	32,300
Fair value of contingent earnout consideration		200
Total acquisition date fair value of the consideration transferred	$	32,500

The acquisition was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC Topic 805, Business Combinations. The total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date with the excess purchase price assigned to goodwill. The goodwill was primarily attributable to the expected synergies from the combined service offerings and the value of the acquired workforce. The goodwill is not deductible for tax purposes.

The Company’s preliminary estimates of the fair values of the assets acquired, liabilities assumed and contingent consideration are based on information that was available at the date of the acquisition and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition.

The following table summarizes the preliminary allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):


Assets acquired:
Current assets	$	150
Intangible asset - acquired technology		4,800
Deferred tax assets		314
Total assets acquired		5,264
Liabilities assumed:
Current liabilities		132
Total liabilities assumed		132
Net assets acquired		5,132
Goodwill		27,368
Total purchase price	$	32,500

The developed technology intangible asset acquired has an estimated useful life of seven years. The acquired technology intangible asset is being amortized on a straight-line basis.

The fair value of the acquired technology intangible asset was determined by valuation models based on estimates of future operating projections as well as judgments on the discount rates and other variables. This fair value measurement is based on significant unobservable inputs, including management estimates and assumptions and thus represents a Level 3 measurement.

The transaction costs associated with the acquisition were approximately $1.1 million, which are included in general and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2022.

REvenue

The opening and closing balances of the Company’s receivables, contract assets and contract liabilities from contracts with customers are as follows (in thousands):


	March 31,		December 31,
	2022		2021
Accounts receivables-net of allowances	$	76,746	$	78,793
Deferred contract costs		15,645		15,069
Long-term deferred contract costs		21,303		22,117
Other assets (accounts receivable, non-current)		12,186		8,622
Deferred revenues		33,395		31,042
Other liabilities (deferred revenues, non-current)		1,505		1,574

A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2022 and 2021, is presented below (in thousands):


	For the Three Months Ended
	March 31,
	2022			2021
Balance at beginning of period	$	32,615		$	28,515
Revenue recognized1		(89,432	)		(80,963	)
Additional amounts deferred1		91,717			82,557
Balance at end of period	$	34,900		$	30,109

Classified as:
Current	$	33,395		$	28,100
Non-current		1,505			2,009
Total deferred revenue	$	34,900		$	30,109

1 Amounts include total revenue deferred and recognized during each respective period.

The Company may occasionally recognize an adjustment in revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to the Company’s assessment of whether an estimate of variable consideration is constrained. For the three months ended March 31, 2022 and 2021, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, was not significant.

A summary of the activity impacting the deferred contract costs during the three months ended March 31, 2022 and 2021 is presented below (in thousands):


	For the Three Months Ended
	March 31,
	2022			2021
Balance at beginning of period	$	37,186		$	26,306
Costs amortized		(4,221	)		(3,705	)
Additional amounts deferred		3,983			3,953
Balance at end of period	$	36,948		$	26,554

Classified as:
Current	$	15,645		$	11,876
Non-current		21,303			14,678
Total deferred contract costs	$	36,948		$	26,554

FAIR VALUE measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis—As of March 31, 2022, the Company's Private Warrants and contingent consideration liability related to a business acquisition are measured at fair value on a recurring basis.

The Private Warrants are valued using Level 1 and Level 2 inputs within the Black-Scholes option-pricing model. The assumptions utilized under the Black-Scholes option pricing model require judgments and estimates. Changes in these inputs and assumptions could affect the measurement of the estimated fair value of the Private Warrants. Accordingly, the Private Warrants are classified within Level 2 of the fair value hierarchy.

The valuation of the Private Warrants as of March 31, 2022 was determined using the Black-Scholes option pricing model using the following assumptions:


Expected term (in years)		4.3
Expected volatility		35	%
Expected dividend yield		0	%
Risk-free interest rate		2.43	%
Fair value at valuation date	$	3.39

The contingent consideration liability related to the acquisition of Safekeep (see Note 4) is recorded at our preliminary estimate of fair value on the acquisition date and is adjusted each reporting period for changes in fair value, which can result from changes in anticipated payments and changes in assumed discount rates. These inputs are unobservable in the market and therefore categorized as Level 3 inputs.

The preliminary estimated fair value of the contingent consideration at March 31, 2022 was determined using probability-weighted discounted cash flows and a Monte Carlo simulation model. The discount rate, based on the Company's estimated cost of debt, was 9.0%.

There were no changes in the estimated fair value of the Company's contingent consideration liability from the date of the business acquisition to March 31, 2022.

The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis at March 31, 2022 (in thousands):


Liabilities	Fair Value		Level 1		Level 2		Level 3
Contingent consideration related to business acquisition	$	200	$	0	$	0	$	200
Private warrants		60,342		0		60,342		0
Total	$	60,542	$	0	$	60,342	$	200

The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis at December 31, 2021 (in thousands):


Liabilities	Fair Value		Level 1		Level 2		Level 3
Private warrants	$	62,478	$	0	$	62,478	$	0
Total	$	62,478	$	0	$	62,478	$	0

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis—The Company has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include those associated with acquired businesses, including goodwill and other intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During the three months ended March 31, 2022 and 2021, the Company recognized 0 impairment related to these assets.

Fair Value of Other Financial Instruments—The following table presents the carrying amounts, net of debt discount, and estimated fair values of the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands):


	March 31, 2022				December 31, 2021
	Carrying		Estimated		Carrying		Estimated
Description	Amount		Fair Value		Amount		Fair Value
Term B Loan, including current portion	$	796,139	$	791,018	$	798,073	$	799,000

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar instruments and fluctuates with changes in applicable interest rates among other factors. The fair value of long-term debt is classified as a Level 2 measurement in the fair value hierarchy and is established based on observable inputs in less active markets.

INCOME TAXES

The Company’s effective tax benefit rate for the three months ended March 31, 2022 was (7.8)% compared to the effective tax rate for the three months ended March 31, 2021 of 37.7%.

The effective tax rate for the three months ended March 31, 2022 was lower than the March 31, 2021 effective tax rate primarily due to the tax benefit received related to share-based compensation expense as well as the tax benefit associated with the re-measurement of the company’s deferred tax liability for changes in state tax rates.

The Company made income tax payments of $5 thousand and $3.9 million for the three months ended March 31, 2022 and 2021, respectively. The Company received refunds from various states totaling $50 thousand and $16 thousand for the three months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022, unrecognized tax benefits were materially consistent with the amount at December 31, 2021. We anticipate this amount will decrease to $3.4 million over the following twelve months, as the increase related to fiscal year 2022 is offset by decreases related to statute expirations.

accounts receivable

Accounts receivable–net as of March 31, 2022 and December 31, 2021, consists of the following (in thousands):


	March 31,			December 31,
	2022			2021
Accounts receivable	$	80,907		$	82,584
Allowance for doubtful accounts and sales reserves		(4,161	)		(3,791	)
Accounts receivable–net	$	76,746		$	78,793

Changes to the allowance for doubtful accounts and sales reserves during the three months ended March 31, 2022 and 2021, consists of the following (in thousands):


	For the Three Months Ended
	March 31,
	2022			2021
Balance at beginning of period	$	3,791		$	4,224
Charges to bad debt and sales reserves		1,232			1,066
Write-offs, net		(862	)		(1,359	)
Balance at end of period	$	4,161		$	3,931

OTHER CURRENT ASSETS

Other current assets as of March 31, 2022 and December 31, 2021, consist of the following (in thousands):


	March 31,		December 31,
	2022		2021
Non-trade receivables	$	9,409	$	8,321
Prepaid service fees		8,457		8,623
Prepaid software and equipment maintenance		6,241		7,593
Prepaid SaaS costs		5,344		5,909
Prepaid insurance		2,513		4,416
Other		12,049		11,319
Total	$	44,013	$	46,181

10.

SOFTWARE, EQUIPMENT, AND PROPERTY

Software, equipment, and property as of March 31, 2022 and December 31, 2021, consist of the following (in thousands):


	March 31,			December 31,
	2022			2021
Software, licenses and database	$	148,097		$	140,692
Leasehold improvements		32,558			34,880
Computer equipment		32,248			31,635
Furniture and other equipment		3,340			5,343
Building and land		4,910			4,910
Total software, equipment, and property		221,153			217,460
Less accumulated depreciation and amortization		(81,352	)		(81,615	)
Net software, equipment, and property	$	139,801		$	135,845

Depreciation and amortization expense related to software, equipment and property was $6.8 million and $5.2 million for the three months ended March 31, 2022 and 2021, respectively.

11.

LEASES

The Company leases real estate in the form of office space and data center facilities. Generally, the term for real estate leases ranges from 1 to 17 years at inception of the contract. Generally, the term for equipment leases is 1 to 3 years at inception of the contract. Some real estate leases include options to renew that can extend the original term by 3 to 5 years.

The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (in thousands):


	For the Three Months Ended
	March 31,
	2022		2021
Operating lease costs	$	3,566	$	4,594
Variable lease costs		837		602
Total lease costs	$	4,403	$	5,196

Supplemental cash flow and other information related to leases for the three months ended March 31, 2022 and 2021 were as follows (in thousands):


	For the Three Months Ended
	March 31,
	2022		2021
Cash payments for operating leases	$	2,516	$	2,968
Operating lease assets obtained in exchange for lease liabilities		0		2,365

12.

GOODWILL AND INTANGIBLE ASSETS

Goodwill—Goodwill was recorded in connection with business acquisitions.

NaN goodwill impairments were recorded during the three months ended March 31, 2022 and 2021.

For the year ended December 31, 2021, the Company performed its annual impairment assessment as of September 30, 2021, which indicated 0 impairment and there was 0 change to the carrying amount of goodwill.

Changes in the carrying amount of goodwill during the three months ended March 31, 2022 were as of follows:


			Accumulated			Net
			Impairment			Carrying
	Cost		Loss			Amount

Balance as of December 31, 2021		1,492,681		(25,797	)		1,466,884
Acquisition of Safekeep, Inc.		27,368		0			27,368
Balance as of March 31, 2022		1,520,049		(25,797	)		1,494,252

Intangible Assets—The Company’s intangible assets are primarily the result of business acquisitions.

During the three months ended March 31, 2022 and 2021, the Company did 0t record an impairment charge.

During the three months ended March 31, 2022, the Company recorded $4.8 million of acquired technology intangible assets as a result of the acquisition of Safekeep (see Note 4).

The intangible assets balance as of March 31, 2022, is reflected below (in thousands):


		Weighted-
		Average
	Estimated	Remaining		Gross					Net
	Useful Life	Useful Life		Carrying		Accumulated			Carrying
	(Years)	(Years)		Amount		Amortization			Amount
Customer relationships	16–18		13.1	$	1,299,750	$	(355,897	)	$	943,853
Acquired technologies	3–7	2.5			187,965		(129,013	)		58,952
Subtotal					1,487,995		(485,190	)		1,002,805
Trademarks—indefinite life					190,470		—			190,470
Total intangible assets				$	1,678,465	$	(485,190	)	$	1,193,275

The intangible assets balance as of December 31, 2021, is reflected below (in thousands):


		Weighted-
		Average
	Estimated	Remaining	Gross					Net
	Useful Life	Useful Life	Carrying		Accumulated			Carrying
	(Years)	(Years)	Amount		Amortization			Amount
Customer relationships	16–18	13.3	$	1,299,750	$	(337,831	)	$	961,919
Acquired technologies	3–7	2.3		183,164		(122,318	)		60,846
Favorable lease terms	6	0.3		280		(266	)		14
Subtotal				1,483,194		(460,415	)		1,022,779
Trademarks—indefinite life				190,470		—			190,470
Total intangible assets			$	1,673,664	$	(460,415	)	$	1,213,249

Amortization expense for intangible assets was $24.8 million and $24.7 million for the three months ended March 31, 2022 and 2021, respectively.

Future amortization expense for the remainder of the year ended December 31, 2022 and the following four years ended December 31 and thereafter for intangible assets as of March 31, 2022, is as follows (in thousands):


Years Ending December 31:
2021	$	74,455
2022		99,003
2023		81,417
2024		72,949
2025		72,949
Thereafter		602,032
Total	$	1,002,805

13.

ACCRUED EXPENSES

Accrued expenses as of March 31, 2022 and December 31, 2021, consist of the following (in thousands):


	March 31,		December 31,
	2022		2021
Compensation	$	32,666	$	49,510
Professional services		3,396		2,371
Software license agreement		3,270		3,265
Sales tax		2,949		2,296
Royalties and licenses		2,822		2,640
Employee insurance benefits		2,136		2,443
Other		3,018		4,166
Total	$	50,257	$	66,691

14.

OTHER LIABILITIES

Other liabilities as of March 31, 2022 and December 31, 2021, consist of the following (in thousands):


	March 31,		December 31,
	2022		2021
Software license agreement	$	3,065	$	4,211
Deferred revenue-non-current		1,505		1,574
Contingent consideration		200		—
Total	$	4,770	$	5,785

15.

LONG-TERM DEBT

On September 21, 2021, CCC Intelligent Solutions Inc., an ~~aggregate~~indirect wholly-owned subsidiary of ~~15,000,000 shares~~the Company, together with certain of ~~Dragoneer Common Stock for~~the Company’s subsidiaries acting as guarantors entered into a ~~purchase price~~credit agreement (the “2021 Credit Agreement”).

The 2021 Credit Agreement replaced the Company’s 2017 First Lien Credit Agreement (the “First Lien Credit Agreement”), dated as of ~~$10.00 per share, for aggregate gross~~April 27, 2017, as amended as of February 14, 2020.

The proceeds of ~~$150,000,000.~~the 2021 Credit Agreement were used to repay all outstanding borrowings under the First Lien Credit Agreement.

2021 Credit Agreement—The 2021 Credit Agreement consists of an $800.0 million term loan (“Term B Loan”) and a revolving credit facility for an aggregate principal amount of $250.0 million (the “2021 Revolving Credit Facility”). The 2021 Revolving Credit Facility has a sublimit of $75.0 million for letters of credit. The Company received proceeds of $798.0 million, net of debt discount of $2.0 million, related to the Term B Loan. At March 31, 2022 and December 31, 2021, the unamortized debt discount was $1.9 million.

The Company incurred $9.8 million in financing costs related to the Term B Loan. These costs were recorded to a contra debt account and are being amortized to interest expense over the term of the Term B Loan using the effective interest method. As of March 31, 2022 and December 31, 2021, the unamortized financing costs were $9.1 million and $9.5 million, respectively.

The Company incurred $3.1 million in financing costs related to the 2021 Revolving Credit Facility. These costs were recorded to a deferred financing fees asset account and are being amortized to interest expense over the term of the 2021 Revolving Credit Facility using the effective interest method. As of March 31, 2022 and December 31, 2021, the deferred financing fees asset balance was $2.7 million and $2.9 million, respectively.

Beginning with the quarter ending March 31, 2022, the Term B Loan requires quarterly principal payments of $2.0 million until June 30, 2028, with the remaining outstanding principal amount required to be paid on the maturity date, September 21, 2028. Beginning with the year ending December 31, 2022, the Term B Loan requires a prepayment of principal, subject to certain exceptions, in connection with the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to 50% of annual excess cash flow, as defined in and as further set forth in the 2021 Credit Agreement. When a principal prepayment is required, the prepayment offsets the future quarterly principal payments of the same amount. As of March 31, 2022, the Company was not subject to the annual excess cash flow calculation and 0 such principal prepayments are required.

As of March 31, 2022 and December 31, 2021, the amount outstanding on the Term B Loan is $798.0 million and $800.0 million, respectively. As of March 31, 2022 and December 31, 2021, $8.0 million of the amount outstanding on the Term B Loan is classified as current in the accompanying condensed consolidated balance sheets.

Borrowings under the 2021 Credit Facility bear interest at rates based on the ratio of the Company’s and its subsidiaries’ consolidated first lien net indebtedness to the Company’s and its subsidiaries’ consolidated EBITDA for applicable periods specified in the 2021 Credit Facility. The interest rate per annum applicable to the loans under the 2021 Credit Facility are based on a fluctuating rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either:

(1)

a base rate determined by reference to the highest of (a) the rate last quoted by the Wall Street Journal as the “prime rate,” (b) the federal funds effective rate plus 0.50%, (c) one-month LIBOR plus 1.00% and (d) with respect to the Term B Loans, 1.50% and with respect to the Revolving Credit Facility, 1.00%, or

(2)

~~Note 7 — Shareholders’ Equity~~a Eurocurrency rate determined by reference to LIBOR (other than with respect to Euros, Euribor and with respect to British Pounds Sterling, SONIA) with a term as selected by the Company, of one, three or six months (subject to (x) in the case of term loans, a 0.50% per annum floor and (y) in the case of revolving loans, a 0.00% per annum floor).

A quarterly commitment fee of up to 0.50% is payable on the unused portion of the 2021 Revolving Credit Facility.

During the three months ended March 31, 2022, the weighted-average interest rate on the outstanding borrowings under the Term B Loan was 3.0%. The Company made interest payments of $5.9 during the three months ended March 31, 2022.

The Company issued a standby letter of credit for $0.7 million during 2021 which reduces the amount available to be borrowed under the 2021 Revolving Credit Facility and at March 31, 2022 and December 31, 2021, $249.3 million was available to be borrowed.

Borrowings under the 2021 Lien Credit Agreement are guaranteed by Cypress Intermediate Holdings II, Inc., and certain of its US subsidiaries by a perfected first priority lien on the stock of CCC Intelligent Solutions Inc., and substantially all of its assets, subject to various limitations and exceptions.

The 2021 Credit Agreement contains representations and warranties, and affirmative and negative covenants, that among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness, incur liens, engage in mergers, consolidations, liquidations or dissolutions; pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and make certain investments, acquisitions, loans, or advances.

In addition, beginning with the three months ended March 31, 2022, the terms of the 2021 Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the 2021 Revolving Credit Facility exceeds 35% of the aggregate commitments, the Company’s leverage ratio cannot exceed 6.25 to 1.00. As of March 31, 2022, the Company was not subject to the financial covenant.

First Lien Credit Agreement—In April 2017, the Company entered into the First Lien Credit Agreement.

The First Lien Credit Agreement consisted of a $1.0 billion term loan (“First Lien Term Loan”) and revolving credit facilities for an aggregate principal amount of $100.0 million (the “First Lien Revolvers”), with a sublimit of $30.0 million for letters of credit under the First Lien Revolvers. The Company received proceeds of $997.5 million, net of debt discount of $2.5 million, related to the First Lien Term Loan.

In February 2020, the Company refinanced its long-term debt and entered into the First Amendment to the First Lien Credit Agreement (“First Lien Amendment”). The proceeds of the refinance were used to repay the outstanding balance of the Company's Second Lien Credit Agreement, entered into in April 2017.

The First Lien Amendment provided an incremental term loan in the amount of $375.0 million. The Company received proceeds from the incremental term loan of $373.1 million, net of debt discount of $1.9 million.

In addition, the First Lien Amendment reduced the amount of commitments under the First Lien Revolvers to an aggregate principal amount of $91.3 million. The First Lien Revolvers continued to have a sublimit of $30.0 million for letters of credit.

The Company incurred $27.6 million and $3.4 million in financing costs related to the First Lien Credit Agreement and First Lien Amendment, respectively. These costs were recorded to a contra debt account and were being amortized to interest expense over the term of the First Lien Credit Agreement using the effective interest method.

The First Lien Term Loan required (after giving effect to the First Lien Amendment) quarterly principal payments of approximately $3.5 million until March 31, 2024, with the remaining outstanding principal amount required to be paid on the maturity date, April 27, 2024. The First Lien Term Loan required a prepayment of principal, subject to certain exceptions, in connection with the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to 50% of annual excess cash flow, as defined in and as further set forth in the First Lien Credit Agreement. When a principal prepayment was required, the prepayment offset the future quarterly principal payments of the same amount. As of December

31, 2020, subject to the request of the lenders of the First Lien Term Loan, a principal prepayment of up to $21.9 million was required. In April 2021, the Company made a principal prepayment of $1.5 million to those lenders who made such a request.

Using a portion of the proceeds of the Business Combination, the Company made a principal prepayment of $525.0 million on July 30, 2021. Subsequently, in September 2021, using the proceeds from the Term B Loan provided in the 2021 Credit Agreement, the Company fully repaid the remaining $804.2 million of outstanding borrowings on the First Lien Term Loan.

Amounts outstanding under the First Lien Credit Agreement bore interest at a variable rate of LIBOR, plus up to 3.00% per annum based upon the Company’s leverage ratio, as defined in the First Lien Credit Agreement. A quarterly commitment fee of up to 0.50% was payable on the unused portion of the First Lien Revolvers.

During the three months ended March 31, 2021, the weighted-average interest rate on the outstanding borrowings under the First Lien Term Loan was 4.1%. The Company made interest payments of $13.4 million during the three months ended March 31, 2021.

Long-term debt as of March 31, 2022 and December 31, 2021, consists of the following (in thousands):


	March 31,			December 31,
	2022			2021
Term B Loan	$	798,000		$	800,000
Term B Loan—discount		(1,861	)		(1,926	)
Term B Loan—deferred financing fees		(9,143	)		(9,464	)
Term B Loan—net of discount & fees		786,996			788,610
Less: Current portion		(8,000	)		(8,000	)
Total long-term debt—net of current portion	$	778,996		$	780,610

Interest Rate Swaps—In June 2017, the Company entered into three floating to fixed interest rate swap agreements ("Swap Agreements") to reduce its exposure to the variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt. In September 2021, the Company extinguished the Swap Agreements which were scheduled to expire in June 2022.

16.

~~Preference Shares~~Capital stock

Preferred Stock—The Company is authorized to issue ~~1,000,000 preference~~up to 100,000,000 shares of undesignated preferred stock with a par value of ~~$0.0001~~$0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~June 30, 2021 and December~~March 31, ~~,2020,~~2022, there were 0 ~~preference~~ shares of preferred stock issued or outstanding.

~~Class~~

~~A Ordinary Shares~~

Common Stock—The Company is authorized to issue ~~200,000,000 Class A ordinary~~up to 5,000,000,000 shares of common stock with a par value of ~~$0.0001~~$0.0001 per share. Each holder of common stock is entitled to one (1) vote for each share of common stock held of record by such holder on all matters voted upon by the stockholders, subject to the restrictions set out in the Company's certificate of incorporation. Holders of ~~Class A ordinary shares~~common stock are entitled to ~~one vote for each share. As~~receive any dividends as may be declared from time to time by the board of ~~June 30, 2021~~directors. Upon a liquidation event, subject to the rights of the holders of any Preferred Stock issued and outstanding at such time, any distribution shall be made on a pro rata basis to the common stockholders.

There were 613,758,126 and 609,768,296 shares of common stock issued and outstanding as of March 31, 2022 and December 31, ~~2020, there were 0 and 24,893,689 Class A ordinary shares issued and outstanding, excluding 69,000,000 and 44,106,311 Class A ordinary shares subject to possible redemption,~~2021, respectively.

Dividend—In March 2021, the board of directors of CCCIS declared a cash dividend on common stock. The aggregate cash dividend of $134.5 million was paid on March 17, 2021.

17.

~~Class~~STOCK INCENTIVE PLANS

~~B Ordinary Shares~~

~~—The Company is authorized to issue 20,000,000 Class B ordinary shares,~~

In connection with ~~a par value of $0.0001 per share. Holders~~the closing of the ~~Class B ordinary shares are entitled to one vote for each share. As~~Business Combination, the 2021 Equity Incentive Plan (the "2021 Plan") was adopted and approved by the Company's board of ~~June 30, 2021 and December 31, 2020, there were 17,250,000 Class B ordinary shares issued and outstanding.~~

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.~~ directors.

Prior to the Business Combination, ~~only holders~~the Company maintained its 2017 Stock Option Plan (the “2017 Plan”).

Upon the adoption and approval of the ~~Founder Shares will have~~2021 Plan, the ~~right~~2017 Plan was terminated and each outstanding vested or unvested option, as required under the 2017 Plan, was converted to ~~vote~~the 2021 Plan, multiplied by the Exchange Ratio, with the same key terms and vesting requirements.

Awards granted under the 2017 Plan had time-based vesting or performance-based with a market condition vesting requirement. Options expire on the ~~appointment of directors. Holders~~tenth anniversary of the ~~Public Shares will not be entitled~~grant date.

Additionally, the Company maintained a Phantom Stock Plan (the “Phantom Plan”), which provided for the issuance of phantom shares of CCCIS’s common stock (“Phantom Shares”) to ~~vote on~~eligible employees under the ~~appointment~~2017 Plan. Awards under the Phantom Plan were settled in cash and thus accounted for as liability awards.

Phantom shares vested under the same time-based or performance-based with a market condition as the stock options granted under the 2017 Plan. Upon consummation of ~~directors during such time. In addition, prior to~~ the ~~completion of a~~ Business Combination, ~~holders of a majority~~the outstanding Phantom Shares were settled in cash in November 2021.

Stock Options—The table below summarizes the option activity for the three months ended March 31, 2022:


						Weighted-
						Average
				Weighted-		Remaining		Aggregate
				Average		Contractual		Intrinsic
				Exercise		Life		Value
	Shares			Price		(in years)		(in thousands)
Options outstanding—December 31, 2021		55,644,495		$	2.95		6.0	$	469,591
Exercised		(3,968,080	)		2.69
Forfeited and canceled		(104,631	)		3.69
Options outstanding—March 31, 2022		51,571,784		$	2.97		5.8	$	416,210
Options exercisable—March 31, 2022		42,596,197		$	2.75		5.6	$	353,208
Options vested and expected to vest—March 31, 2022		51,198,336		$	2.95		5.8	$	414,180

The fair value of the ~~Founder Shares may remove~~options vested during the three months ended March 31, 2022 was $1.7 million.

Restricted Stock Units—Restricted Stock Units (“RSUs”) are convertible into shares of the Company’s common stock upon vesting.

During the three months ended March 31, 2022, the Company granted 14,315,680 RSUs, of which 12,966,746 have time-based vesting requirements, 674,491 have performance-based vesting requirements and 674,443 have performance-based with a ~~member~~market condition vesting requirements.

The valuation of the performance-based RSUs with a market condition granted during the three months ended March 31, 2022 was determined using a Monte Carlo simulation model using the following assumptions:


Expected term (in years)	2.8
Expected volatility	35%
Expected dividend yield	0%
Risk-free interest rate	2.28%
Fair value at valuation date	$	7.42

The table below summarizes the RSU activity for the three months ended March 31, 2022:


				Weighted-
				Average
	Shares			Fair Value
Non-vested RSUs—December 31, 2021		18,558,211		$	10.74
Granted		14,315,680			10.20
Vested		(38,884	)		10.25
Forfeited		(153,849	)		11.25
Non-vested RSUs—March 31, 2022		32,681,158			10.50

Employee Stock Purchase Plan—As of March 31, 2022, 6,031,714 shares of common stock are reserved for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP increases on January 1 by the lesser of 1% of the total numbers of shares outstanding or a lesser amount as determined by the board of ~~directors~~directors.

As of March 31, 2022, 0 shares had been sold under the ESPP.

Stock-Based Compensation—Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows for ~~any reason.~~the three months ended March 31, 2022 and 2021 (in thousands):


	For the Three Months Ended
	March 31,
	2022		2021
Cost of revenues	$	849	$	219
Research and development		3,530		575
Sales and marketing		4,830		555
General and administrative		14,435		11,305
Total stock-based compensation expense	$	23,644	$	12,654

As of March 31, 2022, there was $214.7 million of unrecognized stock compensation expense related to non-vested time-based awards which is expected to be recognized over a weighted-average period of 3.6 years. As of March 31, 2022, there was $105.6 million of unrecognized stock-based compensation expense related to non-vested performance-based awards.

18.

WARRANTS

~~The Class B ordinary shares will automatically convert into Class A ordinary shares at~~

Upon consummation of the ~~time of a~~ Business Combination ~~or earlier at~~(see Note 3), the ~~option of~~Company assumed 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~~outstanding Public Warrants 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 deemedPrivate Warrants issued by Dragoneer.

As of March 31, 2022 and December 31, 2021, the Company ~~in connection with or in relation to the consummation of a Business Combination, excluding any forward purchase securities~~had 17,800,000 Private Warrants outstanding and 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 Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team 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 8 — Warrant Liability~~

Public Warrants ~~may~~outstanding.

Public Warrants were only able to be exercised for a whole number of ~~shares. No fractional~~ shares ~~will be issued upon exercise~~ of the ~~Public Warrants. The~~Company’s common stock. All Public Warrants ~~will become exercisable~~had an exercise price of $11.50 per share, subject to adjustment, beginning on ~~the later of (a)~~August 29, 2021, and were to expire on July 30, days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination2026 or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrant is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrant expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Redemption~~

Redemptions of warrants when the price per ~~Class~~

~~A ordinary~~ share equals or exceeds ~~$18.00.~~

~~Once~~$18.00—At any time while the warrants ~~become~~were exercisable, the Company ~~may~~could redeem not less than all of the outstanding warrants (except as described with respect to the Private ~~Placement~~ Warrants):

•

~~in whole and not in part;~~

at a price of ~~$0.01~~$0.01 per warrant;

•

upon a minimum of 30 ~~days’~~days prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the ~~Class A ordinary~~Company’s common shares equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

~~If and when~~

When the warrants ~~become~~became redeemable by the Company, the Company ~~may~~could exercise its redemption right even if it iswas unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~Redemption~~

Redemptions of warrants when the price per ~~Class~~

~~A ordinary~~ share equals or exceeds ~~$10.00~~

~~. Once~~$10.00—At any time while the warrants ~~become~~were exercisable, the Company ~~may~~could redeem not less than all of the outstanding warrants (except as described with respect to the Private ~~Placement~~ Warrants):

•

at a price of $0.10 per warrant;

•

~~in whole and not in part;~~

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

~~at $0.10 per warrant~~ upon a minimum of 30 ~~days’~~days prior written notice of redemption provided ~~that~~ holders will be able to exercise their warrants on a ~~cashless basis~~“cashless basis” prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the ~~Class A ordinary shares;~~Company’s common stock; and

•

if, and only if, the closing price of the ~~Class A ordinary shares~~Company’s common stock equals or exceeds $10.00 per ~~public~~ share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

On November 29, 2021, the Company ~~calls~~announced that it had elected to redeem all of the outstanding Public Warrants on December 29, 2021. Each Public Warrant not exercised before 5:00 p.m. Eastern Daylight Time on December 29, 2021 was redeemed by the Company for $0.10 and the Public Warrants ~~for redemption, as described above, its management will have~~subsequently ceased trading on the ~~option to require any holder that wishes to exercise~~New York Stock Exchange.

Of the17,299,983 Public Warrants ~~to do so on a “cashless basis,”~~that were outstanding as ~~described in the warrant agreement. The exercise price and number~~ of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

~~In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with~~ the closing of athe Business Combination, at10,638 warrants were exercised for cash proceeds of $0.1 million and 15,876,341 were exercised on a cashless basis in exchange for an ~~issue price or effective issue price~~aggregate of ~~less than $9.20 per Class A ordinary share (with such issue price or effective issue price~~4,826,339 shares of common stock. The Company paid $0.1 million to ~~be determined in good faith by~~redeem the ~~Company’s board~~remaining 1,413,004 unexercised Public Warrants. As of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

December 31, 2021, there were 0 Public Warrants outstanding.

The Private ~~Placement~~ Warrants are identical to the Public Warrants underlying the ~~Units~~shares sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.Dragoneer’s initial public offering. Additionally, the Private ~~Placement~~ Warrants ~~will be~~are exercisable on a cashless basis and be

are non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private ~~Placement~~ Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private ~~Placement~~ Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Note 9 — Fair Value Measurements~~

~~The fair value~~

Private Warrants may only be exercised for a whole number of shares of the Company’s ~~financial assets and liabilities reflects management’s estimate of amounts that~~common stock. Each whole Private Warrant entitles the ~~Company would have received in connection with the sale~~registered holder to purchase one share of the ~~assets~~Company’s common stock. All warrants have an exercise price of $11.50 per share, subject to adjustment, beginning on August 29, 2021, and will expire on July 30, 2026 or ~~paid in connection with the transfer~~earlier upon redemption or liquidation.

There were no exercises or redemptions of the ~~liabilities in an orderly transaction between market participants at~~Private Warrants during the ~~measurement date. In connection with measuring the fair value~~three months ended March 31, 2022.

The Company recognized income 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~~$2.1 million as 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 December 31, 2020, assets held in the Trust Account were comprised of $690,000,000 in cash. At June 30, 2021, assets held in the Trust Account were comprised of $690,021,942 in money market funds. During the period ended June 30, 2021 and December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Level

June 30,
2021

December 31,
2020

Assets – Assets Held in Trust Account
   1    $ 690,021,942    $ 0
Liabilities:

Warrant Liability – Public Warrants
   1    $ 27,738,000    $ 59,064,000
Warrant Liability – Private Placement Warrants
   3    $ 34,486,796    $ 90,856,186
Warrant Liability – Conversion option on working capital loan
   3    $ 2,365,417    $ 0
FPA Liability
   2    $ 6,830,624    $ 69,874,782

~~The Warrants were accounted for as liabilities in accordance with ASC~~

~~815-40~~

and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the ~~statement~~condensed consolidated statements of ~~operations.~~operations and comprehensive income (loss) for the three months ended March 31, 2022.

At March 31, 2022 and December 31, 2021, the Company’s warrant liability was $60.3 and $62.5 million, respectively.

19.

COMMITMENTS

Purchase Obligations—The ~~Private Placement Warrants~~Company has long-term agreements with suppliers and other parties related to licensing data used in its products and services, outsourced data center, disaster recovery, and software as a service that expire at various dates through 2031. As of March 31, 2022, there were no material changes from the amounts disclosed as of December 31, 2021.

Guarantees—The Company’s services and solutions are ~~valued using~~typically warranted to perform in a ~~Modified Black Scholes Option Pricing Model, which is considered~~manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company’s services and solutions documentation under normal use and circumstances. The Company’s services and solutions are generally warranted to be performed in a ~~Level 3 fair value measurement.~~professional manner and to materially conform to the specifications set forth in the related customer contract. The ~~Modified Black Scholes model’s primary unobservable input utilized~~Company’s arrangements also include certain provisions for indemnifying customers against liabilities if its services and solutions infringe a third party’s intellectual property rights.

To date, the Company has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in ~~determining~~ the ~~fair value~~accompanying consolidated financial statements.

Employment Agreements—The Company is a party to employment agreements with key employees that provide for compensation and certain other benefits. These agreements also provide for severance and bonus payments under certain circumstances.

20.

LEGAL PROCEEDINGS AND CONTINGENCIES

In the ordinary course of business, the ~~Private Placement Warrants~~Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s consolidated financial condition and/or results of operations. The Company’s management believes, based on current information, matters currently pending or threatened are not expected ~~volatility~~to have a material adverse effect on the Company’s consolidated financial position or results of operations.

21.

ReLATED PARTIES

The Company has engaged in transactions within the ~~common stock.~~ ordinary course of business with entities affiliated with its principal equity owners.

The ~~expected volatility~~Company recognized revenue from a customer that is affiliated with one of its principal equity owners. The Company recognized revenue of $0.1 million from the related party customer during the three months ended March 31, 2022. The amount of revenue recognized during the three months ended March 31, 2021 and the associated receivable from the customer at March 31, 2022 and December 31, 2021 were de minimis.

The Company incurred expenses for employee health insurance benefits with an entity affiliated with one of its principal equity owners. During the three months ended March 31, 2022 and March 31, 2021, the Company incurred expenses of $0.8 and $0.7 million, respectively. The associated payable as of March 31, 2022 and December 31, 2021 was $0.2 million.

The Company incurred expenses for human resource support services with an entity affiliated with one of its principal equity owners. During the ~~Initial Public Offering date~~three months ended March 31, 2022 and 2021, the Company incurred associated expenses of $0.1 million. The associated payable for the human resource support services was ~~derived from observable public warrant pricing on comparable ‘blank-check’ companies without~~de minimis at March 31, 2022 and December 31, 2021.

The Company incurred expenses for sales tax processing services and license fees for tax information with an ~~identified target.~~entity affiliated with one of its board members. During the three months ended March 31, 2022, the Company incurred expenses with the affiliated entity of $0.2 million. During the three months ended March 31, 2021, the amount of expense recognized was de minimis. The ~~expected volatility~~associated payable for tax processing services was $0.1 million at March 31, 2022. There was 0 associated payable at December 31, 2021.

The Company reimburses its principal equity owners for services and any related travel and out-of-pocket expenses. During the three months ended March 31, 2022, the Company's expenses for services, travel and out-of-pocket expenses were de minimis. During the three months ended March 31, 2021, the Company incurred expenses for reimbursement for services, travel, and out-of-pocket expenses of $0.1 million. The associated payable was de minimis as of ~~subsequent valuation dates was implied~~March 31, 2022 and December 31, 2021.

22.

NET INCOME (LOSS) PER SHARE

The Company calculates basic earnings per share by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. The diluted earnings per share is computed by assuming the exercise, settlement and vesting of all potential dilutive common stock equivalents outstanding for the period using the treasury stock method. The Company excludes common stock equivalent shares from the ~~Company’s own Public Warrant pricing.~~ calculation if their effect is anti-dilutive. In a period where the Company is in a net loss position, the diluted loss per share is calculated using the basic share count.

The ~~Public Warrants for periods where no observable traded price was available~~8,625,000 Sponsor Vesting Shares that are ~~valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants~~issued and outstanding at March 31, 2022 are excluded from the ~~Units,~~weighted average number of shares of common stock outstanding until the ~~Public Warrant quoted market price was used as~~vesting requirement is met and the ~~fair value as of each relevant date.~~

restriction is removed.

The following table ~~presents~~sets forth a reconciliation of the ~~changes~~numerator and denominator used to compute basic and diluted earnings per share of common stock (in thousands, except for share and per share data).


	For the Three Months Ended
	March 31,
	2022		2021
Numerator
Net income (loss)	$	11,975	$	(5,084	)
Denominator
Weighted average shares of common stock - basic		603,104,839		505,072,914
Dilutive effect of stock-based awards		37,923,571		—
Weighted average shares of common stock - diluted		641,028,410		505,072,914
Net income (loss) per share:
Basic	$	0.02	$	(0.01	)
Diluted	$	0.02	$	(0.01	)

Common stock equivalent shares of approximately 110,393 and 18,091,415 were excluded from the computation of diluted per share amounts for the three months ended March 31, 2022 and 2021, respectively, because their effect was anti-dilutive.

23.

SEGMENT INFORMATION and information about geographic areas

The Company operates in 1 operating segment. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by type of service and geographic region, for purposes of allocating resources and evaluating financial performance.

Revenues by geographic area, presented based upon the location of the customer are as follows (in thousands):


	For the Three Months Ended
	March 31,
	2022		2021
United States	$	184,839	$	155,986
China		1,984		1,803
Total revenues	$	186,823	$	157,789

Software, equipment and property, net by geographic area are as follows (in thousands):


	March 31,		December 31,
	2022		2021
United States	$	139,749	$	135,784
China		52		61
Total software, equipment and property-net	$	139,801	$	135,845

24.

GAIN ON Sale of cost method investment

During February 2022, the Company received cash proceeds of $3.9 million in exchange for its equity interest in an investee as a result of the acquisition of the investee. The Company had been accounting for its investment using the cost method and recognized a gain of $3.6 million upon receipt of the cash. The investment’s carrying value was $0.3 million and was included within other assets on the accompanying condensed consolidated balance sheet at December 31, 2021. The Company no longer has any ownership interest in the ~~fair value~~investee.

25.

SUBSEQUENT eVENTs

Secondary Offering—During April 2022, certain existing shareholders completed a secondary offering where the selling shareholders sold 20,000,000 shares of ~~Level 3 warrant liabilities:~~

Private
Placement

Fair value as of January 1, 2021
   $ 90,856,186
Change in fair value
   (56,369,390 )


Fair value as of June 30, 2021
   $ 34,486,796

~~Conversion Option On Working Capital Loan Liability~~

~~The liability for~~common stock at a price to the ~~conversion~~public of $9.70 per share. In addition, the selling shareholders granted the underwriters a 30-day option ~~was valued using a Black-Scholes Option Pricing Model, which is considered~~ to ~~be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value~~purchase up to an additional 3,000,000 shares of the ~~conversion option is the expected volatility of the common stock. The expected volatility was implied from the~~ Company’s ~~own Public Warrant pricing.~~

~~The following table presents the changes in the fair value of the conversion option liability:~~

Conversion
Option
Liability

Fair value as of January 1, 2021
   $ 0
Initial classification of conversion option liability
   8,480,557
Change in fair value
   (6,115,140 )


Fair value as of June 30, 2021
   $ 2,365,417

~~FPA Liability~~

The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 2 fair value measurement. Under the net assets method utilized, the aggregate commitment of $175 million pursuant to the FPAs is discounted to present value and compared to the fair value of the common stock ~~and warrants to be issued pursuant to~~at the ~~FPAs.~~same per share price. The fair value of the common stock and warrants to be issued under the FPAs are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $175 million fixed commitment..

~~Table of Contents~~

~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~JUNE 30, 2021~~

~~(Unaudited)~~

The subsequent measurement of the FPA as of June 30, 2021 is classified as Level 2 due to the use of an observable market quote in an active market and the subsequent measurement of the FPA as June 30, 2021 is classified Level 2 due to no longer using the unobservable inputs.

~~The following table presents a summary of the changes in the fair value of the FPA liability, a Level 2 liability, measured on a recurring basis:~~

FPA Liability

Fair value as of January 1, 2021
   $ 69,874,782
Change in fair value
   (63,044,158 )


Fair value as of June 30, 2021
   $ 6,830,624

~~There were no other transfers between levels for the six months ended June 30, 2021.~~

~~Note 10 — Subsequent Events~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not ~~identify~~receive any ~~subsequent events that would have required adjustment or disclosure in~~of the ~~unaudited~~proceeds from the sale of the shares by the existing stockholders. In connection with the offering, the Company incurred costs of $0.9 million during the three months ended March 31, 2022, included within general and administrative expenses on the condensed ~~financial statements.~~

~~Table~~consolidated statement of ~~Contents~~

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Dragoneer Growth Opportunities Corp. References to our “management” or our “management team” refer to our officersoperations and ~~directors, references to the “Sponsor” refer to Dragoneer Growth Opportunities Holdings.~~ comprehensive income (loss).

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

The following discussion and analysis of ~~the Company’s~~our financial condition and results of operations should be read ~~in conjunction~~together with ~~the~~our unaudited condensed consolidated financial statements and ~~the~~related notes ~~thereto contained~~appearing elsewhere in this Quarterly ~~Report. Certain information contained in the~~Report on Form 10-Q. This discussion ~~and analysis set forth below includes~~contains forward-looking statements that involve risks and uncertainties.

~~Special~~ Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking ~~Statements~~

~~This Quarterly Report includes “forward-looking statements” that are not historical facts~~Statements” and ~~involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included~~“Risk Factors” as set forth elsewhere in this Quarterly Report on Form 10-Q.

Unless otherwise indicated or the context otherwise requires, references to “CCC,” the “Company,” “we,” “us,” “our” and other similar terms refer to Cypress Holdings Inc. and its consolidated subsidiaries prior to the Business Combination and to CCC Intelligent Solutions Holdings Inc. and its consolidated subsidiaries after giving effect to the Business Combination.

Business Overview

Founded in 1980, CCC is a leading provider of innovative cloud, mobile, AI, telematics, hyperscale technologies and applications for the property and casualty (“P&C”) insurance economy. Our SaaS platform connects trading partners, facilitates commerce, and supports mission-critical, AI-enabled digital workflows. Leveraging decades of deep domain experience, our industry-leading platform processes more than $100 billion in annual transaction value across this ecosystem, digitizing workflows and connecting more than 30,000 companies across the P&C insurance economy, including ~~without limitation, statements~~insurance carriers, collision repairers, parts suppliers, automotive manufacturers, financial institutions and others.

Our business has been built upon two foundational pillars: automotive insurance claims and automotive collision repair. For decades we have delivered leading software solutions to both the insurance and repair industries, including pioneering Direct Repair Programs (“DRP”) in the United States (“U.S.”) beginning in 1992. Direct Repair Programs connect auto insurers and collision repair shops to create business value for both parties, and require digital tools to facilitate interactions and manage partner programs. Insurer-to-shop DRP connections have created a strong network effect for CCC’s platform, as insurers and repairers both benefit by joining the largest network to maximize opportunities. This has led to a virtuous cycle in which more insurers on the platform drives more value for the collision shops on the platform, and vice versa.

We believe we have become a leading insurance and repair SaaS provider in the U.S. by increasing the depth and breadth of our SaaS offerings over many years. Our insurance solutions help insurance carriers manage mission-critical workflows, from claims to underwriting, while building smart, dynamic experiences for their own customers. Our software integrates seamlessly with both legacy and modern systems alike and enables insurers to rapidly innovate on our platform. Our repair solutions help collision repair facilities achieve better performance throughout the collision repair cycle by digitizing processes to drive business growth, streamline operations, and improve repair quality. We have more than 300 insurers on our network, connecting with over 27,000 repair facilities through our multi-tenant cloud platform. We believe our software is the architectural backbone of insurance DRP programs and is the primary driver of material revenue for our collision shop customers and a source of material efficiencies for our insurance carrier customers.

Our platform is designed to solve the many-to-many problem faced by the insurance economy. There are numerous internally and externally developed insurance software solutions in the market today, with the vast majority of applications focused on insurance-only use cases and not on serving the broader insurance ecosystem. We have prioritized building a leading network around our automotive insurance and collision repair pillars to further digitize interactions and maximize value for our customers. We have tens of thousands of companies on our platform that participate in the insurance economy, including insurers, repairers, parts suppliers, automotive manufacturers, and financial institutions. Our solutions create value for each of these parties by enabling them to connect to our vast network to collaborate with other companies, streamline operations, and reduce processing costs and dollars lost through claims management inefficiencies, or claims leakage. Expanding our platform has added new layers of network effects, further accelerating the adoption of our software solutions.

We have processed more than $1 trillion of historical data across our network, allowing us to build proprietary data assets that leverage insurance claims, vehicle repair, automotive parts and other vehicle-specific information. We are uniquely positioned to provide data-driven insights, analytics, and AI-enhanced workflows that strengthen our solutions and improve business outcomes for our customers. Our suite of AI solutions increases automation across existing insurer processes including vehicle damage detection, claim triage, repair estimating, intelligent claims review, and subrogation. We deliver real-world AI with more than 95 U.S. auto insurers actively using AI-powered solutions in production environments. We have processed more than 9 million unique claims using CCC deep learning AI as of December 31, 2021, an increase of more than 80 percent over December 31, 2020.

One of the primary obstacles facing the P&C insurance economy is increasing complexity. Complexity in the P&C insurance economy is driven by technological advancements, Internet of Things (“IoT”) data, new business models, and changing customer expectations. We believe digitization plays a critical role in managing this ~~“Management’s Discussion~~growing complexity while meeting customer expectations. Our technology investments are focused on digitizing complex processes and ~~Analysis~~interactions across our ecosystem, and we believe we are well positioned to power the P&C insurance economy of ~~Financial Condition~~the future with our data, network, and ~~Results~~platform.

While our position in the P&C insurance economy is grounded in the automotive insurance sector, the largest insurance sector in the U.S. representing nearly half of ~~Operations” regarding~~Direct Written Premiums (“DWP”), we believe our integrations and cloud platform are capable of driving innovation across the ~~Company’s financial position,~~entire P&C insurance economy. Our customers are increasingly looking for CCC to expand its solutions to other parts of their business ~~strategy~~where they can benefit from our technology, service, and partnership. In response, we are investing in new solutions that we believe will enable us to digitize the entire automotive claims lifecycle, and over time expand into adjacencies including other insurance lines.

We have strong customer relationships in the end-markets we serve, and these relationships are a key component of our success given the long-term nature of our contracts and the ~~plans~~interconnectedness of our network. We have customer agreements with more than 300 insurers (including carriers, self-insurers and ~~objectives~~other entities processing insurance claims), including 18 of the top 20 automotive insurance carriers in the U.S., based on DWP, and hundreds of regional carriers. We have more than 30,000 total customers, including over 27,000 automotive collision repair facilities (including repairers and other entities that estimate damaged vehicles), thousands of automotive dealers, 13 of the top 15 automotive manufacturers, based on new vehicle sales, and numerous other companies that participate in the P&C insurance economy.

Key Performance Measures and Operating Metrics

In addition to our GAAP and non-GAAP financial measures, we rely on Software Net Dollar Retention Rate (“Software NDR”) and Software Gross Dollar Retention Rate (“Software GDR”) to measure and evaluate our business to make strategic decisions. Software NDR and Software GDR may not be comparable to or calculated in the same way as other similarly titled measures used by other companies.

Software NDR

We believe that Software NDR provides our management and our investors with insight into our ability to retain and grow revenue from our existing customers, as well as their potential long-term value to us. We also believe the results shown by this metric reflect the stability of our revenue base, which is one of our core competitive strengths. We calculate Software NDR by dividing (a) annualized software revenue recorded in the last month of the measurement period, for ~~future operations, are forward-looking statements. Words~~example, March for a quarter ending March 31, for unique billing accounts that generated revenue during the corresponding month of the prior year by (b) annualized software revenue as of the corresponding month of the prior year. The calculation includes changes for these billing accounts, 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 discussedchange in the ~~forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated~~solutions purchased, changes in ~~the forward-looking statements, please refer~~pricing and transaction volume, but does not reflect revenue for new customers added. The calculation excludes: (a) changes in estimates related to the ~~Risk Factors section~~timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops represent less than 5% of total revenue within these sales channels). Our Software NDR includes carriers and shops who subscribe to our auto physical damage solutions, which account for most of the Company’s ~~Annual~~revenue, and excludes revenue from diagnostic providers, smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and also excludes CCC Casualty which are largely usage and professional service based solutions.


	Quarter Ending	2022	2021
Software NDR	March 31	114%	106%
	June 30		110%
	September 30		113%
	December 31		115%

Software GDR

We believe that Software GDR provides our management and our investors with insight into the value our solutions provide to our customers as represented by our ability to retain our existing customer base. We believe the results shown by this metric reflect the strength and stability of our revenue base, which is one of our core competitive strengths. We calculate Software GDR by dividing (a) annualized software revenue recorded in the last month of the measurement period in the prior year, reduced by annualized software

revenue for unique billing accounts that are no longer customers as of the current period end by (b) annualized software revenue as of the corresponding month of the prior year. The calculation reflects only customer losses and does not reflect customer expansion or contraction for these billing accounts and does not reflect revenue for new customer billing accounts added. Our Software GDR calculation represents our annualized software revenue that is retained from the prior year and demonstrates that the vast majority of our customers continue to use our solutions and renew their subscriptions. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops which represent less than 5% of total revenue within these sales channels). Our Software GDR includes carriers and shops who subscribe to our auto physical damage solutions, which account for most of the Company’s revenue, and excludes revenue from diagnostic providers, smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and excludes CCC’s casualty solutions which are largely usage and professional service based solutions.


	Quarter Ending	2022	2021
Software GDR	March 31	99%	98%
	June 30		98%
	September 30		98%
	December 31		98%

Recent Developments

Business Acquisition—On February 8, 2022, the Company completed its acquisition of Safekeep, Inc. (“Safekeep”), a privately held company that leverages AI to streamline and improve subrogation management across auto, property, workers’ compensation and other insurance lines of business.

In exchange for all the outstanding shares of Safekeep, the Company paid total cash consideration of $32.3 million upon closing, subject to adjustment for certain post-closing indemnities. As additional consideration for the shares, the acquisition agreement includes a contingent earnout for additional cash consideration based on the achievement of certain revenue targets during the year ending December 31, 2024.

For additional information, see Note 4 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form

~~10-K~~

~~filed~~ 10-Q.

Secondary Offering—During April 2022, certain existing shareholders completed a secondary offering where the selling shareholders sold 20,000,000 shares of common stock at a price to the public of $9.70 per share. In addition, the selling shareholders granted the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of the Company’s common stock at the same per share price. The Company did not receive proceeds from the sale of these shares by the existing stockholders.

Components of Results of Operations

Revenues

Revenue is derived from the sale of software subscriptions and other revenue, primarily professional services. Software subscription revenues are comprised of fees from customers for the right to use the hosted software over the contract period without taking possession of the software. These revenues are billed on either a subscription or transactional basis with subscription revenue recognized ratably over the contract period and transactional revenue recognized when the transaction for the related service occurs. We generally invoice software subscription agreements monthly either in advance or in arrears, over the subscription period. Software subscription revenue accounted for $179.8 million and $152.0 million, or 96% and 96%, of total revenue during the three months ended March 31, 2022 and 2021, respectively.

Other revenues include fees from customers for the Company’s professional services and non-software services and are recognized in the period the service is performed.

Costs and Expenses

Cost of Revenues

Cost of Revenues, exclusive of amortization of acquired technologies

These costs include costs of software subscription and professional services revenue. Our cost of software subscription revenue is primarily comprised of cloud infrastructure costs, software production costs, information technology (“IT”) security costs, license

and royalty fees paid to third parties and personnel-related expenses, including salaries, other direct personnel-related costs and stock-based compensation, and depreciation expense. We expect cost of revenue, exclusive of amortization of acquired intangibles, to increase in absolute dollars as we continue to hire personnel, require additional cloud infrastructure and incur higher royalty fees in support of our revenue growth.

Our cost of other revenue is primarily comprised of personnel-related expenses for our customer support teams and contractors, including salaries, direct personnel-related costs and stock-based compensation, and fees paid to third parties. We expect our cost of other revenue to increase in absolute dollars in support of our revenue growth.

Amortization of Acquired Technologies

We amortize to cost of revenue the capitalized costs of technologies acquired in connection with historical acquisitions.

Operating expenses

Operating expenses are categorized into the following categories:

Research and development

Our research and development expenses consist primarily of personnel-related costs, including stock-based compensation, and costs of external development resources involved in the engineering, design and development of new solutions, as well as expenses associated with significant ongoing improvements to existing solutions. Research and development expenses also include costs for certain IT expenses.

Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. Capitalized software development costs consist primarily of personnel-related costs.

We expect research and development expenses, excluding stock-based compensation, to increase in absolute dollars as we continue to dedicate substantial resources to develop, improve and expand the functionality of our solutions. We also expect an increase in the rate of capitalization of our investments in research and development for the foreseeable future.

Selling and Marketing

Our selling and marketing expenses consist primarily of personnel-related costs for our sales and marketing functions, including sales commissions and stock-based compensation. Additionally, selling and marketing expenses include advertising costs, marketing costs and event costs, including the Company’s annual industry conference, generally held annually in the second quarter.

We expect our selling and marketing expenses, excluding stock-based compensation, to increase on an absolute dollar basis as we continue to increase investments to support the growth of our business.

General and Administrative

Our general and administrative expenses consist primarily of personnel-related costs, including stock-based compensation, for our executive management and administrative employees, including finance and accounting, human resources, information technology, facilities and legal functions. Additionally, general and administrative expenses include professional service fees, insurance premiums, and other corporate expenses that are not allocated to the above expense categories.

We expect our general and administrative expenses, excluding stock-based compensation, to increase in absolute dollars as we continue to expand our operations, hire additional personnel, and incur costs as a public company.

Amortization of Intangible Assets

Our amortization of intangible assets consists of the capitalized costs of customer relationships and favorable lease terms acquired in connection with historical acquisitions.

Non-operating income (expense)

Non-operating income (expense) is categorized into the following categories:

Interest Expense

Interest expense comprises interest expense accrued or paid on our indebtedness. We expect interest expense to vary each reporting period depending on the amount of outstanding indebtedness and prevailing interest rates.

Gain on Change in Fair Value of Interest Rate Swaps

Gain (loss) on change in fair value of interest rate swaps comprises fair value adjustments of our interest rate swap agreements at the end of each reporting period.

In September 2021, we extinguished the interest rate swaps and do not expect to recognize any gain or loss on the change in fair value of interest rate swaps in subsequent periods.

Gain on Sale of Cost Method Investment

Gain on sale of cost method investment comprises the gain recognized at the time of sale for the Company's cost method investment. Subsequent to the sale in February 2022, the Company no longer has investments accounted for using the cost method.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities comprises fair value adjustments of the Private Warrants assumed in connection with the ~~U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed~~Business Combination. We expect the change in fair value of warrant liabilities to vary each reporting period depending on the ~~EDGAR section~~fair value adjustments and number of exercises of outstanding Private Warrants during each reporting period.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income on the Company’s cash balances and foreign currency transaction gains and losses related to the impact of transactions denominated in a foreign currency.

Income Tax Benefit

Income tax benefit consists of U.S. and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to current U.S. income tax. Due to cumulative losses, we maintain a full valuation allowance for deferred tax assets for our operations in foreign jurisdictions. We expect to maintain this full valuation allowance for the foreseeable future.

Results of Operations

Comparison of the ~~SEC’s website at www.sec.gov. Except~~Three Months Ended March 31, 2022 to the Three Months Ended March 31, 2021


	Three Months Ended March 31,						Change
(dollar amounts in thousands, except share and per share data)	2022			2021			$			%
Revenues	$	186,823		$	157,789		$	29,034			18.4	%
Cost of revenues, exclusive of amortization of acquired technologies		42,701			38,013			4,688			12.3	%
Amortization of acquired technologies		6,695			6,580			115			1.7	%
Cost of revenues(1)		49,396			44,593			4,803			10.8	%
Gross profit		137,427			113,196			24,231			21.4	%
Operating expenses:
Research and development(1)		35,681			30,624			5,057			16.5	%
Selling and marketing(1)		26,802			19,417			7,385			38.0	%
General and administrative(1)		44,207			37,839			6,368			16.8	%
Amortization of intangible assets		18,080			18,077			3			0.0	%
Total operating expenses		124,770			105,957			18,813			17.8	%
Operating income		12,657			7,239			5,418			74.8	%
Other income (expense):
Interest expense		(7,341	)		(18,766	)		11,425			60.9	%
Gain on change in fair value of interest rate swaps		—			3,277			(3,277	)		-100.0	%
Change in fair value of warrant liabilities		2,136			—			2,136		NM
Gain on sale of cost method investment		3,578			—			3,578		NM
Other income, net		82			87			(5	)		-5.7	%
Total other income (expense)		(1,545	)		(15,402	)		13,857			90.0	%
Income (loss) before income taxes		11,112			(8,163	)		19,275		NM
Income tax benefit		863			3,079			(2,216	)	NM
Net income (loss)	$	11,975		$	(5,084	)	$	17,059		NM
Net income (loss) per share attributable to common stockholders:
Basic	$	0.02		$	(0.01	)
Diluted	$	0.02		$	(0.01	)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic		603,104,839			505,072,914
Diluted		641,028,410			505,072,914


(1) Includes stock-based compensation expense as follows (in thousands):
	Three Months Ended March 31,
	2022			2021
Cost of revenues	$	849		$	219
Research and development		3,530			575
Sales and marketing		4,830			555
General and administrative		14,435			11,305
Total stock-based compensation expense	$	23,644		$	12,654

NM—Not Meaningful

Revenues

Revenue increased by $29.0 million to $186.8 million, or 18.4%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase in revenue was primarily a result of 15% growth from existing customer upgrades and expanding solution offerings to these existing customers as ~~expressly required~~well as 3% growth from new customers.

Cost of Revenues

Cost of revenues increased by ~~applicable securities law,~~$4.8 million to $49.4 million, or 10.8%, for the ~~Company disclaims any intention~~three months ended March 31, 2022, compared to the three months ended March 31, 2021.

Cost of Revenues, exclusive of amortization of acquired technologies

Cost of revenues, exclusive of amortization of acquired technologies, increased $4.7 million to $42.7 million, or ~~obligation~~12.3%, for the three months ended March 31, 2022, compared to ~~update~~the three months ended March 31, 2021. The increase was due to a $1.6 million increase in personnel costs, including stock-based compensation, a $1.8 million increase in third party license and royalty fees and a $0.8 million increase in consulting costs.

Amortization of Acquired Technologies

Amortization of acquired technologies was $6.7 million for the three months ended March 31, 2022, compared to a $6.6 million for the three months ended March 31, 2021.

Gross Profit

Gross profit increased by $24.2 million to $137.4 million, or ~~revise any forward-looking statements whether~~21.4%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Our gross profit margin increased to 73.6% for the three months ended March 31, 2022 compared to 71.7% for the three months ended March 31, 2021. The increase in both gross profit and gross profit margin was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements.

Research and Development

Research and development expense increased by $5.1 million to $35.7 million, or 16.5%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase was due to a $6.4 million increase in personnel costs, including stock-based compensation, a $1.0 million increase in consulting costs, and a $0.9 million increase in IT costs, partially offset by a $3.6 million increase in the amount of capitalized time on development projects.

Selling and Marketing

Selling and marketing expense increased by $7.4 million to $26.8 million, or 38.0%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase was primarily due to a $6.5 million increase in personnel costs, including stock-based compensation, sales incentives and employee travel costs, a $0.3 million increase in marketing and event costs and a $0.3 million increase in consulting costs.

General and Administrative

General and administrative expense increased by $6.4 million to $44.2 million, or 16.8%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase was primarily due to a $3.7 million increase in personnel costs, including stock-based compensation, a $1.8 million increase in insurance costs and a $0.8 million increase in loss on disposal of software, equipment and property associated with the closure of the Company's previous headquarters in March 2022.

Amortization of Intangible Assets

Amortization of intangible assets was $18.1 million during the three months ended March 31, 2022 and 2021.

Interest Expense

Interest expense decreased by $11.4 million to $7.3 million, or 60.9%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021 primarily due to less outstanding long-term debt and a lower variable interest rate during the three months ended March 31, 2022.

Gain on Change in Fair Value of Interest Rate Swaps

The gain recognized during the three months ended March 31, 2021 was due to the proximity of the maturity date of the swap agreements prior to the extinguishment of the interest rate swaps in September 2021.

Gain on Sale of Cost Method Investment

Gain on sale of cost method investment was $3.6 million for the three months ended March 31, 2022. The gain recognized was due to the $3.9 million payment received in exchange for its equity interest in an investee as a result of ~~new information, future events~~the acquisition of the investee. The Company did not recognize any gain or ~~otherwise.~~

~~Overview~~

~~We are a blank check company incorporated~~loss on ~~July 3, 2020 as a Cayman Islands exempted company~~sale of cost method investment during the three months ended March 31, 2021.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities was $2.1 million 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. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

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

~~Recent Developments~~

~~Merger Agreement~~

On February 2, 2021, the Company, Chariot Merger Sub, and CCC entered into the Business Combination Agreement (as amended on April 22, 2021 by Amendment No. 1 to the Business Combination Agreement and on July 6, 2021 by Amendment No. 2 to Business Combination Agreement), pursuant to which on the closing date, among other things and subject to the terms and conditions contained therein:

~~(i)~~

the Domestication will occur, and, in connection with the Domestication, (A) the Company’s name will be changed as determined by CCC in its sole discretion, (B) each outstanding Class A ordinary share of Dragoneer and each outstanding Class B ordinary share of the Company will become one share of Dragoneer Common Stock, and (C) each outstanding whole warrant of Dragoneer will become one warrant to purchase one share of Dragoneer Common Stock; and

~~(ii)~~

~~the Merger.~~

~~In accordance with the terms and subject to the conditions~~three months ended March 31, 2022. The warrant liabilities were recorded as part of the Business Combination Agreement, all outstanding shares, together with all outstanding equity awards, of CCC will be exchanged for shares of Dragoneer Common Stock or comparable equity awards that are settled or are exercisable for shares of Dragoneer Common Stock, as applicable, based on an implied CCC equityand therefore did not exist during the three months ended March 31, 2021. The income from the change in fair value was due to the decrease in the estimated fair value of ~~$5,740,750,000, subject~~the Private Warrants, primarily from the lower price of the Company's common stock at March 31, 2022, compared to ~~adjustment~~December 31, 2021.

Income Tax Benefit

Income tax benefit was $0.9 million for the three months ended March 31, 2022, compared to $3.1 million for the three months ended March 31, 2021. The change in the income tax benefit was due to the Company having pretax income during the three months ended March 31, 2022, reduced by the tax benefits of discrete items, compared to a pretax loss during the three months ended March 31, 2021.

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share, which are each non-GAAP measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes and setting management bonus programs. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies, which may present similar non-GAAP financial measures to investors. Our computation of these non-GAAP measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate these measures in the ~~Business Combination Agreement. Additionally,~~same fashion. We endeavor to compensate for the ~~current CCC equityholders and the sponsor each have an earn out tied to the trading price of shares~~limitation of the ~~combined company after~~non-GAAP measure presented by also providing the ~~closing~~most directly comparable GAAP measure and a description of the ~~Merger.~~

~~Under~~reconciling items and adjustments to derive the ~~Business Combination Agreement, the obligations of the parties~~non-GAAP measure. These non-GAAP measures should be considered in addition to consummate the transactions contemplated thereby are subject to a number of closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of the Company’s shareholders, (iii) the approval of CCC’s shareholders, (iv) the Company having at least $5,000,001 of net tangible assets (as determinedresults prepared in accordance with

~~Rule 3a51-1(g)(1)~~ GAAP, but should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures on a supplemental basis.

Adjusted Gross Profit

We believe that Adjusted Gross Profit, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of

our recurring core business operating results. Adjusted Gross Profit is defined as gross profit, adjusted for amortization of acquired technologies, stock-based compensation and related employer payroll tax, which are not indicative of our recurring core business operating results. The Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by Revenue. Gross Profit is the ~~Securities Exchange Act~~most directly comparable GAAP measure to Adjusted Gross Profit, and you should review the reconciliation of ~~1934, as amended) remaining after the closing of the Proposed Business Combination~~Gross Profit to Adjusted Gross Profit below and ~~(v) the aggregate cash proceeds from the Company’s trust account equaling no less than $207,000,000 (after deducting~~not rely on any ~~amounts paid~~single financial measure to the Company’s shareholders that exercise their redemption rights in connection with the Proposed Business Combination and net of the Company’s unpaid transaction expenses and the Company’s unpaid liabilities).

~~In addition, the obligation of CCC~~evaluate our business.

The following table reconciles Gross Profit to consummate the Proposed Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the approval by the NYSE of the Company’s initial listing application in connection with the Proposed Business Combination, (ii) the aggregate cash proceeds from the Company’s forward purchase agreements equaling no less than $175,000,000, at least $150,000,000 of which shall be provided by the sponsor, (iii) the consummation of the Domestication and (iv) the Company having made all necessary arrangements to cause the trustee to release the funds from the Company’s trust account available to the Company

~~Table of Contents~~

The Business Combination Agreement is targeted to close on July 30, 2021. The Business Combination Agreement may be terminated at any time prior to the closing of the Proposed Business Combination by mutual written consent of the Company and CCC and, among other things, if the Proposed Business Combination is not consummated by August 5, 2021. As such, the closing of the Proposed Business Combination cannot be assured.

~~Results of Operations~~

~~We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to June 30, 2021 were organizational activities, those necessary to prepare~~Adjusted Gross Profit for the ~~Initial Public Offering, identifying a target company for a Business Combination~~three months ended March 31, 2022 and ~~activities in connection with the proposed acquisition of CCC. We do not expect to generate any operating revenues until after the completion of our Business Combination. We may generate~~

~~non-operating~~

income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

2021:


	Three months ended March 31,
(amounts in thousands, except percentages)	2022			2021
Gross Profit	$	137,427		$	113,196
Amortization of acquired technologies		6,695			6,580
Stock-based compensation and related employer payroll tax		933			219
Adjusted Gross Profit	$	145,055		$	119,995
Gross Profit Margin		74	%		72	%
Adjusted Gross Profit Margin		78	%		76	%

For the three months ended ~~June 30, 2021,~~March 31, 2022, Adjusted Gross Profit increased $25.1 million or 20.9%, while Adjusted Gross Profit Margin increased 2% to 78%. Each of these increases in Adjusted Gross Profit and Adjusted Gross Profit Margin were primarily due to an increase in software subscription revenue and economies of scale resulting from fixed cost arrangements.

Adjusted EBITDA

We believe that Adjusted EBITDA, as defined below, is useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted EBITDA is defined as net income (loss) adjusted for interest, taxes, depreciation, amortization, gain on change in fair value of interest rate swaps, change in fair value of warrant liabilities, stock-based compensation expense and related employer payroll tax, business combination transaction costs, lease abandonment charges, lease overlap costs for the incremental expenses associated with the Company’s new corporate headquarters prior to termination of its existing headquarters’ lease, net costs related to divestiture, merger and acquisition ("M&A") and integration costs and gain on sale of cost method investment. Net income (loss) is the most directly comparable GAAP measure to Adjusted EBITDA, and you should review the reconciliation of net loss to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. You should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating this measure. In addition, our presentation of this measure should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The following table reconciles net income (loss) to Adjusted EBITDA for the three months ended March 31, 2022 and 2021:


	Three months ended March 31,
(dollar amounts in thousands)	2022			2021
Net income (loss)	$	11,975		$	(5,084	)
Interest expense		7,341			18,766
Income tax benefit		(863	)		(3,079	)
Amortization of intangible assets		18,080			18,077
Amortization of acquired technologies—Cost of revenue		6,695			6,580
Depreciation and amortization related to software, equipment and property		6,807			5,153
EBITDA		50,035			40,413
Gain on change in fair value of interest rate swaps		—			(3,277	)
Change in fair value of warrant liabilities		(2,136	)		—
Stock-based compensation expense and related employer payroll tax		24,656			12,654
Business combination transaction costs		732			3,002
Lease abandonment		1,222			909
Lease overlap costs		1,338			924
Net costs related to divestiture		60			772
M&A and integration costs		1,407			—
Gain on sale of cost method investment		(3,578	)		—
Adjusted EBITDA	$	73,736		$	55,397

Adjusted EBITDA increased $18.3 million, or 33.1%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. This increase was driven primarily by increased software subscription revenues from expanding solution adoption among existing customers, existing customer upgrades and sales to new customers and economies of scale resulting from fixed cost arrangements.

Adjusted Net Income and Adjusted Earnings Per Share

We believe that Adjusted Net Income, as defined below, and Adjusted Earnings Per Share are useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted Net Income is defined as net income (loss) adjusted for the after-tax effects of amortization, gain on change in fair value of interest rate swaps, change in fair value of warrant liabilities, stock-based compensation expense and related employer payroll tax, business combination transaction costs, lease abandonment charges, lease overlap costs for the incremental expenses associated with the Company’s new corporate headquarters prior to termination of its existing headquarters’ lease, net costs related to divestiture, M&A and integration costs and gain on sale of cost method investment. Net income (loss) is the most directly comparable GAAP measure to Adjusted Net Income, and you should review the reconciliation of net income (loss) to Adjusted Net Income below and not rely on any single financial measure to evaluate our business.

Adjusted Net Income and Adjusted Earnings Per Share are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. You should be aware that when evaluating Adjusted Net Income and Adjusted Earnings Per Share, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The following table reconciles net income (loss) to Adjusted Net Income and Adjusted Earnings per Share for the three months ended March 31, 2022 and 2021:


	Three months ended March 31,
(dollar amounts in thousands)	2022			2021
Net income (loss)	$	11,975		$	(5,084	)
Amortization of intangible assets		18,080			18,077
Amortization of acquired technologies— Cost of revenue		6,695			6,580
Gain on change in fair value of interest rate swaps		—			(3,277	)
Change in fair value of warrant liabilities		(2,136	)		—
Stock-based compensation expense and related employer payroll tax		24,656			12,654
Business combination transaction costs		732			3,002
Lease abandonment		1,222			1,833
Lease overlap costs		1,338			—
Net costs related to divestiture		60			772
M&A and integration costs		1,407			—
Gain on sale of cost method investment		(3,578	)		—
Tax effect of adjustments		(11,577	)		(9,551	)
Adjusted net income	$	48,874		$	25,006
Adjusted net income per share attributable to common stockholders:
Basic	$	0.08		$	0.05
Diluted	$	0.08		$	0.05
Weighted average shares outstanding:
Basic		603,104,839			505,072,914
Diluted		641,028,410			523,164,329

Adjusted Net Income increased $23.9 million, or 95.4%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase was driven primarily by increased software subscription revenues from expanding solution adoption among existing customers, existing customer upgrades and sales to new customers and economies of scale resulting from fixed cost arrangements and less interest expense resulting from less outstanding long-term debt and a lower variable interest rate.

Liquidity and Capital Resources

We have financed our operations from cash flows from operations. The Company generated $46.9 million of cash flows from operating activities during the three months ended March 31, 2022. As of March 31, 2022, the Company had cash and cash equivalents of $195.5 million. The Company had a ~~net loss~~working capital surplus of ~~$17,630,095,~~$187.5 million at March 31, 2022 and had an accumulated deficit at March 31, 2022 totaling $734.4 million. As of March 31, 2022, the Company had $798.0 million aggregate principal outstanding on term loans.

We believe that our existing cash and cash equivalents, our cash flows from operating activities and our borrowing capacity under our revolving credit facility will be sufficient to fund our operations, fund required long-term debt repayments and meet our commitments for capital expenditures for at least the next twelve months.

Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which ~~consisted~~could reduce our cash and cash equivalents or require us to seek additional equity or debt financing. Additional funds from financing arrangements may not be available on terms favorable to us or at all.

Debt

On September 21, 2021, CCC Intelligent Solutions Inc., an indirect wholly owned subsidiary of the ~~change in~~Company, together with certain of the ~~value~~Company’s subsidiaries acting as guarantors entered into a credit agreement (the "2021 Credit Agreement").

The 2021 Credit Agreement replaced the Company’s 2017 First Lien Credit Agreement (the “First Lien Credit Agreement”), dated as of ~~our warrant, conversion option liability~~April 27, 2017, as amended as of February 14, 2020.

The proceeds of the 2021 Credit Agreement were used to repay all outstanding borrowings under the First Lien Credit Agreement.

2021 Credit Agreement—The 2021 Credit Agreement consists of the $800.0 million Term B Loan and ~~FPA liabilities~~2021 Revolving Credit Facility for an aggregate principal amount of ~~$15,647,109 offset by operating costs~~$250.0 million. The 2021 Revolving Credit Facility has a sublimit of ~~$998,689 and a~~

~~non-cash~~

~~interest expense attributable to the amortization~~$75.0 million for letters of credit. The Company received proceeds of $798.0 million, net of debt discount of ~~$1,000,000 and interest earned~~$2.0 million, related to the Term B Loan.

For the six months ended June 30, 2021, we had a net income of $142,994,465, which consisted of the change in the value of our warrant, conversion option liability and FPA liabilities of $150,374,131 offset by operating costs of $5,401,608 and a

~~non-cash~~

~~interest expense attributable to the amortization of debt discount of $2,000,000 and interest earned on the marketable securities of $21,942.~~

~~Liquidity and Capital Resources~~

On August 18, 2020, we consummated the Initial Public Offering of 69,000,000 Units, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000. Simultaneouslymaturity date, September 21, 2028. Beginning with the ~~closing~~year ending December 31, 2022, the Term B Loan requires a prepayment of ~~the Initial Public Offering, we consummated the sale of an aggregate of 15,800,000 Private Placement Warrants~~principal, subject to ~~our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $15,800,000.~~

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $690,000,000 was placed in the Trust Account. We incurred $38,924,273 in transaction costs, including $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fees and $974,273 of other offering costscertain exceptions, in connection with the ~~Initial Public Offering~~receipt of proceeds from certain asset sales, casualty events, and debt issuances by the ~~sale~~Company, and up to 50% of annual excess cash flow, as defined in and as further set forth in the 2021 Credit Agreement. When a principal prepayment is required, the prepayment offsets the future quarterly principal payments of the ~~Private Placement Warrants.~~same amount. As of March 31, 2022, the Company is not subject to the annual excess cash flow calculation and no such principal prepayments are required.

As of March 31, 2022, the amount outstanding on the Term B Loans was $798.0 million, of which, $8.0 million is classified as current.

(1)

(2)

~~Table~~a Eurocurrency rate determined by reference to LIBOR (other than with respect to Euros, Euribor and with respect to British Pounds Sterling, SONIA) with a term as selected by the Company, of ~~Contents~~

~~For the~~one, three or six months (subject to (x) in the case of term loans, a 0.50% per annum floor and (y) in the case of revolving loans, a 0.00% per annum floor).

A quarterly commitment fee of up to 0.50% is payable on the unused portion of the 2021 Revolving Credit Facility.

During the three months ended ~~June 30,~~March 31, 2022, the weighted-average interest rate on the outstanding borrowings under the Term B Loan was 3.0%. The Company made interest payments of $5.9 million during the three months ended March 31, 2022.

The Company has an outstanding standby letter of credit for $0.7 million which reduces the amount available to be borrowed under the 2021 ~~cash used in operating activities~~Revolving Credit Facility. At March 31, 2022, $249.3 million was ~~$1,147,660. Net income~~available to be borrowed under the 2021 Revolving Credit Facility.

Borrowings under the 2021 Lien Credit Agreement are guaranteed by Cypress Holdings, Intermediate Holdings II, Inc. and certain of ~~$142,994,465 was offset~~its US subsidiaries by a

~~non-cash~~

~~charge for~~ perfected first priority lien on the ~~change in the fair value~~stock of ~~warrant, conversion option liability~~CCC Intelligent Solutions Inc. and ~~FPA liabilities of $150,374,131 and interest earned on marketable securities held in the Trust Account of $21,942 in addition to~~

~~non-cash~~

~~interest expense attributable to the amortization of debt discount of $2,000,000. Changes in operating assets and liabilities provided $4,253,948 of cash from operating activities.~~

~~As of June 30, 2021, we had money market funds held in the Trust Account of $690,021,942. We intend to use~~ substantially all of its assets, subject to various limitations and exceptions.

In addition, beginning with the ~~funds held~~three months ended March 31, 2022, the terms of the 2021 Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the 2021 Revolving Credit Facility exceeds 35% of the aggregate commitments, the Company’s leverage ratio cannot exceed 6.25 to 1.00. As of March 31, 2022, the Company was not subject to the financial covenant.

First Lien Credit Agreement—In April 2017, the Company entered into the First Lien Credit Agreement.

The First Lien Credit Agreement initially consisted of a $1.0 billion term loan and revolving credit facilities for an aggregate principal amount of $100.0 million, with a sublimit of $30.0 million for letters of credit under the First Lien Revolvers.

In February 2020, the Company refinanced its long-term debt and entered into the First Amendment to the First Lien Credit Agreement. The First Lien Amendment provided an incremental term loan, amended the amount of commitments and the maturity dates of the First Lien Credit Agreement’s revolving credit facilities.

The First Lien Amendment provided an incremental term loan in the ~~Trust Account, including any amounts representing interest earned on~~amount of $375.0 million and reduced the ~~Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) and~~amount of commitments under the proceeds from the sale of the forward purchase units to complete our Business Combination. To the extent that our shares 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 operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.

As of June 30, 2021, we had cash of $1,441,976 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to cover professional services, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, 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, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors 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 warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

~~On January 19, 2021, we entered into a Working Capital Loan with the Sponsor pursuant to which the Sponsor agreed to loan us up~~First Lien Revolvers to an aggregate principal amount of ~~$2,000,000.~~

~~We do not believe we will need~~$91.3 million. The First Lien Revolvers continued to ~~raise additional funds in order~~have a sublimit of $30.0 million for letters of credit.

The First Lien Term Loan required (after giving effect to ~~meet~~ the ~~expenditures~~First Lien Amendment) quarterly principal payments of approximately $3.5 million until March 31, 2024, with the remaining outstanding principal amount required ~~for operating our business. However, if our estimate~~to be paid on the maturity date, April 27, 2024. The First Lien Term Loan required a prepayment of ~~the costs of identifying a target business, undertaking~~

~~in-depth~~

~~due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary~~principal, subject to do so, we may have insufficient funds available to operate our business prior to 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 debtcertain exceptions, in connection with ~~such Business Combination. Subject~~the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to ~~compliance with applicable securities laws, we would only complete such financing simultaneously with the completion~~50% of ~~our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations~~annual excess cash flow, as defined in and ~~liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~

~~Off-Balance~~

~~Sheet Financing Arrangements~~

~~We have no obligations, assets or liabilities, which would be considered~~

~~off-balance~~

~~sheet arrangements~~ as of June 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

~~off-balance~~

~~sheet arrangements. We have not entered into any~~

~~off-balance~~

~~sheet financing arrangements, established any special purpose entities, guaranteed any debt 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 as described below.~~

~~We have an agreement to pay the underwriters a deferred fee of $24,150,000~~further set forth in the ~~aggregate, which will become payable to them from~~First Lien Credit Agreement. When a principal prepayment was required, the ~~amounts held in~~prepayment offset the ~~Trust Account solely in~~future quarterly principal payments of the ~~event that the Company completes a Business Combination,~~same amount. As of December 31, 2020, subject to the ~~terms~~request of the ~~underwriting agreement. We entered into~~lenders of the First Lien Term Loan, a forward purchase agreements which provides for the purchase by each of Dragoneer Funding LLC (“Dragoneer Funding”) and entities managed by or associated with Willett Advisors LLC (the “Willett Purchasers”)principal prepayment of up to ~~an aggregate~~$21.9 million was required. In April 2021, the Company made a principal prepayment of ~~17,500,000 units (the “forward purchase units”), with each unit consisting~~$1.5 million to those lenders who made such a request.

The Company made a principal prepayment of ~~one Class A ordinary share and~~

~~one-fifth~~

~~of one warrant to purchase one Class A ordinary share for $10.00 per unit, or $175,000,000~~$525.0 million on July 30, 2021. Subsequently, in September 2021, using the proceeds from the Term B Loan provided in the ~~aggregate,~~2021 Credit Agreement, the Company fully repaid the remaining $804.2 million of outstanding borrowings on the First Lien Term Loan.

During the three months ended March 31, 2021 the weighted-average interest rate on the outstanding borrowings under the First Lien Term Loan was 4.1%. The Company made interest payments of $13.4 million during the three months ended March 31, 2021.

Cash Flows

The following table provides a ~~private placement~~summary of cash flow data for the three months ended March 31, 2022 and 2021:


	Three months ended March 31,
(dollar amounts in thousands)	2022			2021
Net cash provided by operating activities	$	46,865		$	38,234
Net cash used in investing activities		(42,615	)		(4,686	)
Net cash provided by (used in) financing activities		8,691			(136,501	)
Net effect of exchange rate change		12			9
Change in cash and cash equivalents	$	12,953		$	(102,944	)

Net cash provided by operating activities was $46.9 million for the three months ended March 31, 2022. Net cash provided by operating activities consists of net income of $12.0 million, adjusted for $30.9 million of non-cash items, $14.7 million for changes in working capital and ($10.7) million for the effect of changes in other operating assets and liabilities. Significant non-cash adjustments include depreciation and amortization of $31.6 million, stock-based compensation expense of $23.6 million, non-cash lease expense of $1.2 million, deferred income tax benefits of ($21.2) and a change in fair value of warrant liabilities of ($2.1) million. The change in net operating assets and liabilities was primarily a result of a decrease in accrued expenses of $16.5 million due to ~~close substantially concurrently with~~timing of cash disbursements and employee incentive plan payments, an increase in other assets of $10.8 million due to timing of payments and other deferred costs, partially offset by a decrease in income taxes of $20.4 million due to timing of payments, a decrease in accounts receivable of $2.0 million due to timing of receipts of payments from customers, an increase in accounts payable of $4.8 million due

to timing of cash disbursements and an increase in deferred revenue of $2.4 million due to timing of customer receipts and revenue recognition.

Net cash used in investing activities was $42.6 million for the ~~closing~~three months ended March 31, 2022. Net cash used in investing activities was due to $32.2 million for a business acquisition and $14.3 million of capitalized internally developed software projects and purchases of software, equipment and property, partially offset by $3.9 million of proceeds from the sale of a cost method investment.

Net cash provided by financing activities was $8.7 million for the three months ended March 31, 2022. Net cash provided by financing activities was due to $10.7 million of proceeds from exercise of stock options, partially offset by $2.0 million of principal payments of long-term debt.

Recent Accounting Pronouncements

See Note 2 to our ~~initial Business Combination.~~

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.

Critical Accounting ~~Policies~~

Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of ~~unaudited condensed~~these financial statements ~~and related disclosures in conformity with accounting principles generally accepted in the United States of America~~ requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and ~~liabilities, disclosure~~expenses and related disclosures. Our estimates are based on our historical experience, trends and various other assumptions that we believe are reasonable under the circumstances, the results of ~~contingent~~which form the basis for making judgments about the carrying value of assets and liabilities atthat are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.

Except as described below, there have been no material changes to our critical accounting estimates as compared to the ~~date of the~~critical accounting policies and estimates disclosed in our audited consolidated financial statements and ~~income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:~~

~~Table of Contents~~

~~Warrant Liability~~

~~We account~~notes thereto for the ~~Warrants~~year ended December 31, 2021, included in ~~accordance with the guidance contained~~our Annual Report on Form 10-K.

Fair Value of Contingent Consideration

Earnout liabilities arising from business acquisitions represent contingent consideration that may be payable in ~~ASC~~

~~815-40~~

~~under which the Warrants do not meet the criteria for equity treatment~~cash and ~~must be~~ recorded as ~~liabilities. Accordingly, we classify the Warrants as liabilities~~a liability at ~~their~~ fair value upon acquisition and ~~adjust the Warrants to~~re-measured at fair value atin each subsequent reporting period. ~~This liability is subject to~~

~~re-measurement~~

~~at each balance sheet date until exercised, and any change~~Changes in fair value ~~is recognized~~are recorded in ~~our statement~~the consolidated statements of operations. The Public Warrants for periods where no observable traded price was available are valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as

Determining the fair value as of ~~each relevant date. The~~contingent consideration requires us to make assumptions and judgments. We estimate the fair value of ~~Private Warrants was determined~~contingent consideration using a ~~Black-Scholes option pricing~~Monte Carlo simulation model.

~~Derivative Financial Instruments~~

~~We evaluate our financial instruments~~ These estimates involve inherent uncertainties and if different assumptions had been used, including but not limited to ~~determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives~~forecast inputs and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then revalued at each reporting date, with changes indiscount rates, the fair value ~~reported~~of contingent consideration could have been materially different from the amounts recorded. During the three months ended March 31, 2022, we have made a preliminary estimate of the fair value of the contingent consideration associated with the acquisition of Safekeep.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk during the ~~statements~~three months ended March 31, 2022, compared to the disclosures in Part II, Item 7A of ~~operations. The classification~~our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 4. Controls and Procedures

Evaluation of ~~derivative instruments, including whether such instruments should be recorded~~Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as ~~liabilities or as equity, is evaluated at~~of the end of ~~each reporting period. Derivative liabilities are classified in~~ the ~~balance sheet as current or~~

~~non-current~~

~~based~~period covered by this Quarterly Report on ~~whether or not~~

~~net-cash~~

~~settlement or conversion of the instrument could be required within 12 months of the balance sheet date.~~

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

~~We account for~~Form 10-Q. Based on this evaluation, our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrumentprincipal executive officer and ~~is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares~~principal financial officer have concluded that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is 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, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our unaudited condensed balance sheets.

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

~~We apply the~~

~~two-class~~

method in calculating earnings per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per common share, basic and diluted for 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 B~~

~~non-redeemable~~

~~ordinary shares outstanding 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~~

~~is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU~~

~~2020-06~~

~~effective~~ as of ~~January 1, 2021. The adoption of ASU~~

~~2020-06~~

~~did not have an impact on~~March 31, 2022, 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 unaudited condensed financial statements.

~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~We are a smaller reporting company as defined by Rule~~

~~12b-2~~

~~of the Exchange Act and are not required to provide the information otherwise required under this item.~~

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

~~Disclosure~~disclosure controls and procedures ~~are controls and other procedures that are designed~~were effective to ~~ensure~~provide reasonable assurance that information we are required to ~~be disclosed~~disclose in ~~our~~ reports ~~filed~~that we file or ~~submitted~~submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the ~~SEC’s~~ rules and ~~forms. Disclosure controls~~forms of the SEC, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer,~~chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Table of Contents~~

~~Evaluation of Disclosure Controls~~

Changes in Internal Control over Financial Reporting

In January 2022, we implemented a new customer billing system for our automotive collision repair and ~~Procedures~~

~~As required by Rules~~

~~13a-15~~

~~and~~

~~15d-15~~

~~under the Exchange Act,~~parts supplier customers that changed our ~~Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of~~internal control over financial reporting. In connection with this implementation, we updated our disclosure controls and procedures as of June 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that 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~~as necessary, to ~~inaccurate accounting for warrants issued in connection with~~accommodate modifications to our ~~initial public offering and private placement.~~

~~Changes in Internal Control Over Financial Reporting~~

~~During the fiscal quarter ended June 30, 2021, other than~~business processes.

Except as described ~~below,~~above, there ~~has been~~were no ~~change~~changes in our internal control over financial reporting during the quarter ended March 31, 2022 identified in management’s evaluation pursuant to in Rules 13a-15(d) and 15d-15(d) of the Exchange Act that ~~has~~ materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. ~~Management has identified~~

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material ~~weakness in internal controls related~~adverse effect upon the Company’s consolidated financial condition and/or results of operations. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

Item 1A. Risk Factors

For risk factors relating to our business, please refer to the ~~accounting for warrants issued~~section entitled “Risk Factors” in ~~connection with~~ our Initial Public Offering, as described above. While we have processes to identify and appropriately apply applicable accounting requirements, the Company has addressed this material weakness by enhancing its processes to identify and appropriately apply applicable accounting requirements to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its financial statements. The Company’s current plans include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications. The Company has also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis.

~~PART II—OTHER INFORMATION~~

~~ITEM 1.~~

~~LEGAL PROCEEDINGS.~~

~~None.~~

~~ITEM 1A.~~

~~RISK FACTORS.~~

~~Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our amended~~ Annual Report on Form

~~10-K/A~~

~~filed with~~ 10-K for the ~~SEC on May 13,~~year ended December 31, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As

Item 2. Unregistered Sales of ~~the date~~Equity Securities and Use of ~~this Quarterly Report, there have been no material changes to the risk factors disclosed in our amended Annual Report on Form~~

~~10-K/A~~

~~filed with the SEC on May 13, 2021. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~

~~Table of Contents~~

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

On August 18, 2020, we consummated our Initial Public Offering of 69,000,000 Units, inclusive of 9,000,000 Units sold to the underwriters exercising their over-allotment option in full. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $690,000,000. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and

~~one-fifth~~

of one redeemable warrant of the Company. 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.~~

~~333-240078).~~

~~The SEC declared the registration statement effective on August 13, 2020.~~

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 15,800,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $15,800,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants 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 Warrants 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 Warrants, $690,000,000 was placed in the Trust Account.~~

We paid a total of $13,800,000 underwriting discounts and commissions and $974,273 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $24,150,000 in underwriting discounts and commissions.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.~~

~~ITEM 3.~~

~~DEFAULTS UPON SENIOR SECURITIES.~~

~~None.~~

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES.~~

Proceeds

Not applicable.

~~ITEM 5.~~

~~OTHER INFORMATION.~~

~~None.~~

~~Table of Contents~~

~~ITEM 6.~~

~~EXHIBITS.~~

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form

10-Q.


~~No.~~ Exhibit Number		Description ~~of Exhibit~~
31.1*
31.1*		Certification of ~~Principal~~Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules~~ ~~13a-14(a)~~ ~~and~~ ~~15(d)-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
31.2*
31.2*		Certification of ~~Principal~~Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules~~ ~~13a-14(a)~~ ~~and~~ ~~15(d)-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.1**
32.1**		Certification of ~~Principal~~Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.2**
32.2**		Certification of ~~Principal~~Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
101.INS*
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
101.SCH*		~~XBRL Taxonomy Extension Schema Document~~

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


* 104*		~~Filed herewith.~~
**		~~Furnished.~~ Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

__________

* Filed herewith

** Furnished herewith

~~Table of Contents~~

~~SIGNATURES~~

SIGNATURE

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~~hereunto duly authorized.


Dated: May 5, 2022			~~DRAGONEER GROWTH OPPORTUNITIES CORP.~~ CCC INTELLIGENT SOLUTIONS HOLDINGS INC.

~~Date: July 29, 2021~~	By:			/s/ ~~Marc Stad~~ Githesh Ramamurthy
	Name:	~~Name:~~		~~Marc Stad~~ Githesh Ramamurthy
	Title:	~~Title:~~		Chief Executive Officer
				and Chairman of the Board of Directors (Principal Executive Officer)
Dated: May 5, 2022
~~Date: July 29, 2021~~				~~/s/ Pat Robertson~~
	By:	~~Name:~~		~~Pat Robertson~~ /s/ Brian Herb
	Name:	~~Title:~~		~~Chief Operating Officer~~ Brian Herb
	Title:			Executive Vice President, Chief Financial and Administrative Officer (Principal Financial ~~and Principal Accounting~~ Officer)


~~One Letterman Drive~~ ~~Building D, Suite M500~~ ~~San Francisco,~~ CA167 N. Green Street		~~94129~~
, 9th Floor Chicago, Illinois (Address ~~of principal executive offices)~~ Of Principal Executive Offices)		60607 (Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~Units, each consisting of one Class A ordinary share, $0.0001~~ Common stock, par value ~~and~~ ~~one-fifth~~ ~~of one redeemable warrant~~ $0.0001 per share	~~DGNR.U~~ CCCS	The New York Stock Exchange ~~LLC~~
~~Class A ordinary shares included as part of the units~~	~~DGNR~~	~~New York Stock Exchange LLC~~
~~Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50~~	~~DGNR WS~~	~~New York Stock Exchange LLC~~


~~Large accelerated filer~~		☐		~~Accelerated filer~~		☐

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	☒		Smaller reporting company		☒ ☐

				Emerging growth company	☒	☒


	June 30, 2021			December 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	1,441,976		$	605,009
Prepaid expenses		253,060			321,174

Total Current Assets		1,695,036			926,183
Investments held in Trust Account		690,021,942			690,000,000

Total Assets	$	691,716,978		$	690,926,183

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	5,086,224		$	900,390
Convertible note – related party, net of debt discount		2,000,000			—
Advances from related party		2,330			17,703

Total Current Liabilities		7,088,554			918,093
FPA liability		6,830,624			69,874,782
Conversion option on working capital loan liability		2,365,417			—
Warrant liabilities		62,224,796			149,920,186
Deferred underwriting fee payable		24,150,000			24,150,000

Total Liabilities		102,659,391			244,863,061

Commitments and Contingencies		0			0
Class A ordinary shares subject to possible redemption, 69,000,000 and 44,106,311 shares as of June 30, 2021 and December 31, 2020 at $10.00 per share, respectively		690,000,000			441,063,112
Shareholders’ (Deficit) Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding		0—			0—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 and 24,893,689 shares issued and outstanding (excluding 69,000,000 and 44,106,311 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		0			2,489
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 17,250,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020		1,725			1,725
Additional paid-in capital		0			190,771,666
Accumulated deficit		(100,944,138	)		(185,775,870	)

Total Shareholders’ (Deficit) Equity		(100,942,413	)		5,000,010

Total Liabilities and Shareholders’ (Deficit) Equity	$	691,716,978		$	690,926,183


	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
General and administrative expenses	$	998,689		$	5,401,608

Loss from operations		(998,689	)		(5,401,608	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		15,703			21,942
Change in fair value of FPA liability		186,812			63,044,158
Change in fair value of conversion option on working capital loan		(1,127,856	)		(365,417	)
Change in fair value of warrant liabilities		(14,706,065	)		87,695,390
Interest expense - amortization of debt discount		(1,000,000	)		(2,000,000	)

Other income (expense), net		(16,631,406	)		148,396,073
Net (loss) income	$	(17,630,095	)	$	142,994,465

Weighted average shares outstanding of Class A ordinary redeemable shares		69,000,000			69,000,000

Basic and diluted income per share, Class A ordinary redeemable shares	$	0		$	0

Weighted average shares outstanding of Class B non-redeemable ordinary shares		17,250,000			17,250,000

Basic and diluted net loss per share, Class B non-redeemable ordinary shares	$	(1.02	)	$	8.29

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

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


		Page
~~Part~~ PART I. ~~Financial Information~~ FINANCIAL INFORMATION
~~Item 1. Financial Statements~~
	Cautionary Statement Regarding Forward-Looking Statements	3
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets as of ~~June 30, 2021 (Unaudited)~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021			1	5
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the ~~Three Months~~three months ended March 31, 2022 and ~~Six Months Ended June 30,~~ 2021			2	6
	Unaudited Condensed Consolidated Statements of ~~Changes in Shareholders’~~Mezzanine Equity and Stockholders’ Equity for the ~~Three Months~~three months ended March 31, 2022 and ~~Six Months Ended June 30,~~ 2021			3	7
	Unaudited Condensed ~~Statement~~Consolidated Statements of Cash Flows for the ~~Six Months Ended June 30,~~three months ended March 31, 2022 and 2021			4	10
	Notes to Condensed Consolidated Financial Statements			5	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			18	30
Item 3.	Quantitative and Qualitative Disclosures ~~Regarding~~about Market Risk			21	42
Item 4.	Controls and Procedures			21	42
~~Part II. Other Information~~

PART II. OTHER INFORMATION		44
Item 1. Legal Proceedings				22	44
Item 1A. Risk Factors				22	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities				23	44
Item 3. Defaults Upon Senior Securities				23	44
~~Item 4. Mine Safely Disclosures~~				23
Item 5. Other Information			23	44
Item 6. Exhibits				24
~~Part III. Signatures~~			25	44


	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance – January 1, 2021		24,893,689		$	2,489			17,250,000	$	1,725	$	190,771,666		$	(185,775,870	)	$	5,000,010
Change in value of Class A Ordinary shares subject to possible redemption		(24,893,689	)		(2,489	)		—		—		(190,771,666	)		(58,162,733	)		(248,936,888	)
Net income		—			—			—		—		—			160,624,560			160,624,560

Balance – March 31, 2021		0			0			17,250,000		1,725		0			(83,314,043	)		(83,312,318	)
Net loss		—			—			—		—		—			(17,630,095	)		(17,630,095	)

Balance – June 30, 2021		0		$	0			17,250,000	$	1,725	$	0		$	(100,944,138	)	$	(100,942,413	)


	Three Months Ended June, 30			Six Months Ended June 30,
	2021			2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income earned on marketable securities held in Trust Account	$	15,703		$	21,942
Net Earnings	$	15,703		$	21,942

Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted		69,000,000			69,000,000

Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00		$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(17,630,095	)	$	142,994,465
Redeemable Net Earnings		(15,703	)		(21,942	)

Non-Redeemable Net Income (Loss)	$	(17,645,798	)	$	142,972,523

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		17,250,000			17,250,000

Earnings (loss)/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.02	)	$	8.29


	Level		June 30, 2021		December 31, 2020
Assets – Assets Held in Trust Account		1	$	690,021,942	$	0
Liabilities:
Warrant Liability – Public Warrants		1	$	27,738,000	$	59,064,000
Warrant Liability – Private Placement Warrants		3	$	34,486,796	$	90,856,186
Warrant Liability – Conversion option on working capital loan		3	$	2,365,417	$	0
FPA Liability		2	$	6,830,624	$	69,874,782


	Private Placement
Fair value as of January 1, 2021	$	90,856,186
Change in fair value		(56,369,390	)

Fair value as of June 30, 2021	$	34,486,796


	Conversion Option Liability
Fair value as of January 1, 2021	$	0
Initial classification of conversion option liability		8,480,557
Change in fair value		(6,115,140	)

Fair value as of June 30, 2021	$	2,365,417