United States securities and exchange commission logo
September 20, 2021
Marc Stad
Chief Executive Officer
Dragoneer Growth Opportunities Corp. II
One Letterman Drive
Building D, Suite M500
San Francisco, CA 94129
Re: Dragoneer Growth
Opportunities Corp. II
Draft Registration
Statement on Form S-4
Submitted August
20, 2021
CIK No. 0001827075
Dear Mr. Stad:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Questions and Answers for Shareholders of Dragoneer, page 9
1. Please add a Q&A that
discloses all possible sources and extent of dilution that
shareholders who elect
not to redeem their shares may experience in connection with the
business combination.
Provide disclosure of the impact of each significant source of
dilution, including the
amount of equity held by founders, at different redemption levels.
Summary of the Proxy Statement/Prospectus/Consent Solicitation
Related Agreements, page 42
2. Please highlight the
material differences, if any, in the terms and price of securities issued
Marc Stad
FirstName LastNameMarc Stad Corp. II
Dragoneer Growth Opportunities
Comapany 20,
September NameDragoneer
2021 Growth Opportunities Corp. II
September
Page 2 20, 2021 Page 2
FirstName LastName
at the time of the IPO as compared to those to be issued under the
Forward Purchase
Agreement and the PIPE financing.
Interests of Dragoneer Directors and Executive Officers in the Business
Combination, page 48
3. Please disclose if the sponsor and the company s officers and
directors have any
fiduciary or contractual obligations to other entities as well as any
interest in, or affiliation
with, the target company. If so, clarify how the board considered such
conflicts in
negotiating and recommending the business combination. Also, we note
Dragoneer's
charter waived the corporate opportunities doctrine. Please address
this potential conflict
of interest and whether it impacted Dragoneer's search for an
acquisition target.
Risks Relating to the Business Combination and Dragoneer, page 113
4. Please add a risk factor that discusses the material risks to
unaffiliated investors by taking
the company public through a merger rather than an underwritten
offering. These
risks could include the absence of due diligence conducted by an
underwriter that would
be subject to liability for any material misstatements or omissions in
a registration
statement.
Since the Initial Shareholders, including Dragoneer's directors and executive
officers..., page 114
5. Please clearly highlight the risk that the sponsor will benefit from
the completion of a
business combination and may be incentivized to complete an
acquisition of a less
favorable target company or on terms less favorable to shareholders
rather than
liquidate. Also, clarify if the sponsor and its affiliates can earn a
positive rate of return on
their investment, even if other SPAC shareholders experience a
negative rate of return in
the post-business combination company.
Business Combination Proposal
Background to the Business Combination, page 159
6. You disclose that in connection with evaluating and performing
diligence on companies,
Dragoneer began negotiating the terms of a potential business
combination with certain
companies. Please expand your disclosure to discuss those negotiations
with other
companies.
The Dragoneer Board s Reasons for the Business Combination, page 165
7. We note your disclosure indicating that Cvent's implied enterprise
value was based, in
part, on an analysis of comparable companies. Please revise your
disclosure to provide
more details regarding this analysis, including the identity of the
companies, the criteria
used to select these companies, the projected multiples and other
financial data used to
derive such multiples and explain how this analysis was applied to
determine Cvent's
enterprise value.
Marc Stad
FirstName LastNameMarc Stad Corp. II
Dragoneer Growth Opportunities
Comapany 20,
September NameDragoneer
2021 Growth Opportunities Corp. II
September
Page 3 20, 2021 Page 3
FirstName LastName
Information About Cvent
Customers
Our Event Cloud Customers, page 268
8. We note your statement that your Event Cloud customers include
including 50% of the
Fortune 500. To provide context for this disclosure, please also
disclose the percentage of
revenue that you have generated from this customer base.
Facilities, page 273
9. Please file any material lease agreements as exhibits to your
registration statement. Refer
to Item 601(b)(10)(ii)(D) of Regulation S-K.
Cvent's Management;s Discussion and Analysis of Financial Condition and Results
of
Operations, page 277
10. You disclose that as of June 30, 2021, you had approximately 11,000
Event Cloud
customers and approximately 12,000 Hospitality Cloud customers. Please
disclose the
number of Event Cloud customers and Hospitality Cloud customers for
each period
presented. Further, clarify whether management uses any key metrics in
evaluating the
business such as event registrations processed, events and meetings
managed, room night
requested, and number of RFPs transmitted. To the extent management
utilizes such
metrics, provide a discussion of each and quantify them for the
periods presented.
Proposed Business Combination, page 280
11. You disclose that the combined company is expected to receive net
proceeds of
approximately $801.0 million at the closing of the business
combination, assuming no
redemptions are affected by shareholders of Dragoneer. Please also
disclose the expected
net proceeds assuming maximum redemption by Dragoneer shareholders.
Results of Operations
Comparison of Three Months Ended June 30, 2021 and 2020, page 289
12. Please address the following items:
Your disclosure indicates that Event Cloud revenue increased from
your new virtual
product, Attendee Hub, offset by a decline in revenue from
products that support the
in-person meetings and event experience. Please expand your
disclosure to quantify
these material factors. Refer to Section III.B of SEC Release No.
33-8350.
In light of your statement on page 301 that Hospitality Cloud
revenue declined only
3.1% in 2020 compared to 2019, due to the fact that revenue for
Hospitality Cloud
software products is recognized ratably over the term of the
contract, most of which
are for one or more years, provide greater context to explain
why Hospitality Cloud
revenue decreased 23.2% during the three months ended June 30,
2021 and decreased
26.3% during the six months ended June 30, 2021.
Marc Stad
Dragoneer Growth Opportunities Corp. II
September 20, 2021
Page 4
Tell us your considerations to break out your cost of revenue
similar to your revenue,
i.e., Event cloud and Hospitality cloud.
Notes to Consolidated Financial Statements
Note 10. Stockholders' Equity, page F-78
13. Please provide us with a breakdown of all equity awards granted to date
in 2020 and
leading up to the filing of the S-4, including the fair value of the
underlying common
stock used to value such awards as determined by your board of directors.
To the extent
there were any significant fluctuations in the fair values from
period-to-period, please
describe for us the factors that contributed to these fluctuations,
including any intervening
events within the Company or changes in your valuation assumptions or
methodology.
Compare the most recent valuations for options granted to the fair value
of the shares of
commons stock as determined by the exchange ratio described in the Merger
Agreement.
Note 14. Commitments and Contingencies
a) Legal Proceedings, Regulatory Matters and Other Contingencies, page F-86
14. We note you currently do not disclose any legal proceedings. We also note
your disclosure
on page 302, that general and administrative expenses increased for the
year ended
December 31, 2020 partially due to an increase of $2.5 million of
increased outside legal
fees associated with prosecuting a trade secret misappropriation claim.
Please provide us
with your analysis as to whether to disclose this legal proceeding. Refer
to ASC 450.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accouting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at
(202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameMarc Stad
Division of Corporation
Finance
Comapany NameDragoneer Growth Opportunities Corp. II
Office of Technology
September 20, 2021 Page 4
cc: Thomas Holden
FirstName LastName