United States securities and exchange commission logo
October 15, 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
Registration
Statement on Form S-4
Filed September 29,
2021
File No. 333-259894
Dear Mr. Stad:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 20, 2021 letter.
Registration Statement on Form S-4
Risks Relating to the Business Combination and Dragoneer, page 114
1. We note your response
to comment 4 and reissue the comment. Please include a risk
factor explaining how
the process for acquiring the private company, Cvent, differs from
that of a traditional
underwritten IPO as well as the reasoning behind your belief that the
absence of due
diligence by an underwriter does not create a material risk.
Marc Stad
FirstName LastNameMarc Stad Corp. II
Dragoneer Growth Opportunities
Comapany
October 15,NameDragoneer
2021 Growth Opportunities Corp. II
October
Page 2 15, 2021 Page 2
FirstName LastName
Results of Operations
Comparison of Three Months Ended June 30, 2021 and 2020 , page 291
2. We have reviewed your response to prior comment 12. Please address the
following
items:
We note your revised disclosures to Event Cloud revenue. It
remains unclear what
impact your new virtual product, Attendee Hub, as well as the
suspension of in-
person meetings and events had on your Event Cloud revenue period
over period. As
such, your current disclosures appear to obscure the ability of
the reader to identify
the material sources of the change. Tell us your consideration of
disclosing the
change in number of customers period over period. Refer to Section
III.D of SEC
Release No. 33-6835. Similar concerns apply to your disclosures on
pages 297 and
302.
Expand your Hospitality Cloud revenue disclosure to include more
of the information
you have provided in response to the second bullet point.
Expand your disclosure to explain why you are unable to break out
cost of revenue,
including the response to the third bullet point.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen
Krikorian, Accounting 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,
Division of
Corporation Finance
Office of
Technology
cc: Thomas Holden