Dragoneer Growth Opportunities Corp. II (DGNS)

TYSONS, Va.--(BUSINESS WIRE)---- $DGNS #SaaS--Cvent, a market-leading meetings, events, and hospitality technology provider, announced today that Cvent Co-Founder & Worldwide Head of Sales & Marketing Chuck Ghoorah, and Dragoneer Investor Taylor Gilland, will present at Water Tower Research's Virtual Fireside Chat to discuss Cvent's go-to-market strategy & Dragoneer's customer diligence findings. Date: December 1, 2021 Time: 12:00 p.m. Eastern Time Live webcast: www.dragoneergrowth.com/dgns/ Archiv

Dragoneer Growth Opportunities Corp. II will merge with Cvent in early December. Cvent had $134.1M revenue in Q3 2021 and raised guidance to $515M for the full fiscal year.

TYSONS, Va.--(BUSINESS WIRE)---- $DGNS #SaaS--Cvent CEO & Founder, Reggie Aggarwal, will present at Water Tower Research's Virtual Fireside Chat to discuss industry trends on Nov., 18 at 1pm ET

TYSONS, Va.--(BUSINESS WIRE)--Cvent, a market-leading meetings, events, and hospitality technology provider, today announced financial results for the third quarter ended September 30, 2021. “The digitization of the meetings and events industry that was accelerated by the pandemic has fueled a massive shift in how organizations manage and market their events,” said Reggie Aggarwal, Cvent CEO & Founder. “We have invested heavily over the past 18 months to deliver an integrated live marketing and engagement platform that can be used for nearly any type of event and any delivery mode – whether it’s in-person, virtual, or hybrid. As a result of our investments, we continue to attract new organizations to our platform and expand usage within our current customer base. As we move towards a post pandemic world, we will continue to invest in our people, products, and services and to capture our disproportionate share of this expanding market opportunity.” Third Quarter 2021 Financial Highlights: Revenue Total revenue was $134.1 million, an increase of 13.1% from the comparable period in 2020, and $4.7 million, or 3.6%, higher than our guidance. Event Cloud revenue was $92.5 million, an increase of 27.2% from the comparable period in 2020. Hospitality Cloud revenue was $41.6 million, down 9.2% from the comparable period in 2020. Net Loss and Adjusted EBITDA Net loss was $26.1 million compared to $14.4 million in the comparable period in 2020. Adjusted EBITDA was $23.4 million, representing an adjusted EBITDA margin of 17.5%, compared to $36.2 million, or an adjusted EBITDA margin of 30.5% in the comparable period in 2020. Cash, Cash Equivalents and Short-Term Investments Cash, cash equivalents and short-term investments at the end of the quarter totaled $118.1 million, compared to $65.3 million as of December 31, 2020. Business and Operating Highlights: In July, Dragoneer Growth Opportunities Corp. II (Nasdaq: DGNS) (“Dragoneer”), a special purpose acquisition company, announced their entry into a definitive business combination agreement (the “Merger Agreement”) with Cvent. The merger is still expected to close in the fourth quarter of 2021. Upon closing, the combined company will operate as Cvent Holding Corp., and is expected to trade under the ticker symbol “CVT.” The transaction values Cvent at an initial enterprise value of $5.3 billion. The transaction will provide Cvent with $801 million in cash (assuming no redemptions of Dragoneer shares are effected), which will enable the company to accelerate product innovation, increase research and development, reduce debt, and expand go-to market activities to capitalize on its leading position in the $30 billion market for in-person, virtual, and hybrid events. In August, the Cvent AttendeeHub® - Cvent’s live engagement platform for virtual, in-person, and hybrid events - was selected as the winner of the “Event Management Innovation” award in the fourth annual MarTech Breakthrough Awards. The awards program is conducted by MarTech Breakthrough, a leading market intelligence organization that recognizes the top companies, technologies and products in the global marketing, sales, and advertising technology industry today. With more than 2,850 nominations from 17 countries around the world, the win puts Cvent in distinguished company with other market-leading brands including Nielsen, Adobe, and Mailchimp, among others. Cvent held its annual Cvent CONNECT® customer conference in August, hosting it for the first time as a hybrid event. In bringing together a live in-person audience in Las Vegas and thousands more from around the world online, attendees were able to experience the power of the Cvent platform first-hand. During the conference, the company introduced several new products and enhancements, including the launch of Cvent Studio, a solution built for virtual event production. Cvent Studio delivers powerful video production capabilities to help organizations create broadcast-quality content for virtual audiences. Business Outlook Based on information as of today, November 8, 2021, the Company is issuing the following financial guidance. Fourth Quarter 2021: Revenue is expected to be in the range of $139.9 million to $141.1 million, representing 21.7% year-over-year growth at the mid-point, which is up from our previous guidance of $138.7 million and 20.1% year-over-year growth. Adjusted EBITDA is expected to be in the range of $21.8 million to $22.7 million, or 15.9% of revenue at the mid- point. Full Year 2021: Revenue is expected to be in the range of $514.1 million to $515.3 million, representing 3.2% year-over-year growth at the mid-point, which is up from our previous guidance of $507.4 million and 1.7% year-over-year growth. Adjusted EBITDA is expected to be in the range of $92.7 million to $93.6 million, or 18.1% of revenue at the mid- point, and is up from our previous guidance of $90.0 million and 17.7% of revenue. The Company has not reconciled the Adjusted EBITDA forward-looking guidance included in this press release to the most directly comparable GAAP measure because certain items are out of the Company’s control or cannot reasonably be predicted, as the items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. Accordingly, a reconciliation of forward-looking Adjusted EBITDA is not available without unreasonable effort. Conference Call Information Cvent’s management team will hold a conference call to discuss third-quarter results today, November 8, 2021 at 6:00 p.m. ET. The conference call can be accessed by dialing 877-705-6003 from the United States and Canada or 201- 493-6725 internationally with conference ID 13724885. A live webcast and replay of the conference call can be accessed from www.dragoneergrowth.com/dgns/. A replay of the call will also be available at www.dragoneergrowth.com/dgns/ after the conclusion of the conference call. About Cvent Cvent is a leading meetings, events, and hospitality technology provider with more than 4,000 employees and 200,000 users worldwide. Founded in 1999, the company delivers a comprehensive event marketing and management platform and offers a global marketplace where event professionals collaborate with venues to create engaging, impactful experiences. Cvent is headquartered in Tysons, Virginia, just outside of Washington D.C., and has additional offices around the world to support its growing global customer base. The comprehensive Cvent event marketing and management platform offers software solutions to event organizers and marketers for online event registration, venue selection, event marketing and management, virtual and onsite solutions, and attendee engagement. Cvent’s suite of products automate and simplify the entire event management process and maximize the impact of in-person, virtual, and hybrid events. Hotels and venues use Cvent’s supplier and venue solutions to win more group and corporate travel business through Cvent’s sourcing platforms. Cvent solutions optimize the entire event management value chain and have enabled clients around the world to manage millions of meetings and events. For more information, please visit Cvent.com, or connect with us on Facebook, Twitter or LinkedIn. Non-GAAP Financial Measures In this earnings press release and conference call, we use and discuss the following non-GAAP financial measures: Non- GAAP Gross Profit, Non-GAAP Sales & Marketing Expenses, Non-GAAP Research & Development Expenses, Non-GAAP General & Administrative Expenses and Adjusted EBITDA. We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cvent’s financial condition and results of operations. We use these non-GAAP measures for financial, operational and budgetary decision-making purposes, and to compare our performance to that of prior periods for trend analyses. We believe that these non-GAAP financial measures provide useful information regarding past financial performance and future prospects, and permit us to more thoroughly analyze key financial metrics used to make operational decisions. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies, many of which present similar non-GAAP financial measures to investors. We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business Cvent excludes one or more of the following items from these non-GAAP financial measures: Interest expense. Cvent excludes this expense from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA. Other income, net. Cvent excludes this item, which is comprised primarily of foreign exchange gains/(losses) and state tax settlements, from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA. Provision for income taxes. Cvent excludes this item from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA. Amortization of deferred financing costs and debt discount. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA. Intangible asset amortization. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit and Adjusted EBITDA. Amortization of software development costs. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit and Adjusted EBITDA. Stock-based compensation expense. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales & Marketing Expenses, Non-GAAP Research & Development Expenses, Non-GAAP General & Administrative Expenses and Adjusted EBITDA. Cost related to acquisitions. Cost related to acquisitions is comprised of the value of contingent payments included in compensation expense which relate to the potential cash payment to certain employees of acquired companies whose right to receive such payment is forfeited if they terminate their employment prior to the required service period. As the contingent payments are subject to continued employment, GAAP requires that these payments be accounted for as compensation expense and such expense is subject to revaluation. Additionally, cost related to acquisitions includes expenses related to performing due diligence, valuation, earnouts or other acquisition-related activities. Cvent excludes these expenses primarily because they are not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales & Marketing Expenses, Non-GAAP Research & Development Expenses, Non-GAAP General & Administrative Expenses and Adjusted EBITDA. Loss on divestitures. Cvent excludes this expense, which is comprised of the loss on the divestiture of Kapow Events in June 2020, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA. Restructuring expenses. Cvent excludes this expense, which is comprised of expenses associated with severance to terminated employees of acquired entities, retention bonuses to employees retained from acquired entities, the global reduction in force that took place in May 2020 in response to the global COVID-19 pandemic, costs to discontinue use of a back-office system and closing of certain office spaces, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales & Marketing Expenses, Non-GAAP Research & Development Expenses, Non-GAAP General & Administrative Expenses and Adjusted EBITDA. Other items. Cvent excludes this item, which is comprised of certain expenses associated with litigation, private equity management fees, and credit facility fees, and the net of the gain from government subsidies related to the global COVID- 19 pandemic, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales & Marketing Expenses, Non-GAAP Research & Development Expenses, Non-GAAP General & Administrative Expenses and Adjusted EBITDA. Additional Information In connection with the Business Combination, Dragoneer has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a preliminary prospectus and preliminary proxy statement. Dragoneer will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Dragoneer will send to its shareholders in connection with the Business Combination. The information filed by Dragoneer contains substantially more information about Cvent than is being furnished with this communication and may contain information that an investor will consider important in making a decision regarding an investment in Dragoneer securities. INVESTORS AND SECURITY HOLDERS OF DRAGONEER ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN AVAILABLE, IN CONNECTION WITH SUCH SOLICITATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. The definitive proxy statement/final prospectus will be mailed to shareholders of Dragoneer as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Dragoneer Growth Opportunities Corp. II, One Letterman Drive, Building D, Suite M500, San Francisco, California, 94129. Participants in the Solicitation Dragoneer, Cvent and certain of their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Dragoneer’s shareholders in connection with the Business Combination. DRAGONEER’S SHAREHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2021 AND IN ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2021 AND JUNE 30, 2021, WHICH WERE FILED WITH THE SEC ON JUNE 21, 2021 AND AUGUST 16, 2021, RESPECTIVELY. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO DRAGONEER’S SHAREHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING ARE SET FORTH IN THE REGISTRATION STATEMENT FOR THE BUSINESS COMBINATION. Investors and Dragoneer’s shareholders may obtain more detailed information regarding the names and interests in the Business Combination of Dragoneer’s directors and officers in Dragoneer’s filings with the SEC, including the Registration Statement filed with the SEC by Dragoneer, which includes the proxy statement of Dragoneer for the Business Combination, and such information and names of Cvent’s directors and executive officers are also in the Registration Statement filed with the SEC by Dragoneer, which includes the proxy statement of Dragoneer for the Business Combination. Forward Looking Statements This communication contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this communication include, but are not limited to, statements regarding future events, such as the proposed Business Combination between Dragoneer and Cvent, including the timing and structure of the transaction, the likelihood and ability of the parties to successfully consummate the Business Combination, the PIPE and the Forward Purchase Agreement, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, as well as statements about the composition of the board of directors of the company. We cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, the general economic, political, business and competitive conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or any related agreements or could otherwise cause the transaction to fail to close; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the transactions contemplated by the Business Combination; the ability of existing investors to redeem the ability to complete the Business Combination due to the failure to obtain approval from Dragoneer’s shareholders, or the risk that the approval of the shareholders of Dragoneer for the potential transaction is otherwise not obtained; the failure to satisfy other closing conditions in the Business Combination Agreement or otherwise, the occurrence of any event that could give rise to the termination of the Business Combination Agreement; the failure to obtain financing to complete the Business Combination, including to consummate the PIPE or the transactions contemplated by the Forward Purchase Agreement; the ability to recognize the anticipated benefits of the Business Combination; the impact of COVID-19 on Cvent’s business and/or the ability of the parties to complete the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Dragoneer and Cvent; the risk that the Business Combination disrupts current plans and operations of Dragoneer or Cvent as a result of the announcement and consummation of the Business Combination; the ability of the Company to grow and manage growth profitably and retain its key employees; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; costs related to the Business Combination; and other risks and uncertainties, including those to be included under the header “Risk Factors” in the registration statement on Form S-4 filed by Dragoneer with the SEC, those included under the header “Risk Factors” in the final prospectus of Dragoneer related to its initial public offering and those under the heading “Summary Risk Factors” in the investor presentation filed as Exhibit 99.3 to Dragoneer’s Current Report on Form 8-K filed on July 23, 2021. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In addition, you are cautioned that past performance may not be indicative of future results. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements in making an investment decision or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication. Disclaimer This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) Assets September 30, 2021 December 31, 2020 Current Assets: Cash and cash equivalents $ 115,406 $ 65,265 Restricted cash 103 205 Short-term investments 2,696 — Accounts receivable, net of allowance of $3.0 million and $3.3 million, respectively 82,651 141,113 Capitalized commission, net 22,142 22,000 Prepaid expenses and other current assets 15,934 12,415 Total current assets 238,932 240,998 Property and equipment, net 16,024 21,715 Capitalized software development costs, net 113,519 124,030 Intangible assets, net 234,160 272,416 Goodwill 1,617,936 1,605,628 Operating lease-right-of-use assets 29,031 38,922 Capitalized commission, net, non-current 19,275 20,427 Deferred tax assets, non-current 1,999 2,036 Other assets, non-current, net 3,997 5,479 Total assets $ 2,274,873 $ 2,331,651 Liabilities and Stockholders’ Equity Current liabilities: Current portion of long-term debt $ 4,546 $ 17,920 Accounts payable 2,316 4,078 Accrued expenses and other current liabilities 69,865 81,939 Fees payable to customers 30,750 16,872 Operating lease liabilities, current 11,459 15,910 Deferred revenue 226,307 207,622 Total current liabilities 345,243 344,341 Deferred tax liabilities, non-current 18,226 16,950 Long-term debt, net 750,540 753,953 Operating lease liabilities, non-current 32,036 40,317 Other liabilities, non-current 7,651 5,239 Total liabilities 1,153,696 1,160,800 Commitments and contingencies (Note 13) Stockholders’ equity: Common stock, $0.001 par value, 1,100,000 shares authorized at September 30, 2021, and December 31, 2020; 917,761 and 917,365 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively 1 1 Additional paid-in capital 1,953,654 1,936,447 Accumulated other comprehensive loss (2,415 ) (69 ) Accumulated deficit (830,063 ) (765,528 ) Total stockholders’ equity 1,121,177 1,170,851 Total liabilities and stockholders’ equity $ 2,274,873 $ 2,331,651 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 134,058 $ 118,507 $ 374,159 $ 383,216 Cost of revenue 50,635 39,888 140,479 134,334 Gross profit 83,423 78,619 233,680 248,882 Operating expenses: Sales and marketing 37,161 29,004 99,069 99,543 Research and development 25,685 20,970 72,016 68,992 General and administrative 25,358 20,243 63,711 63,881 Intangible asset amortization, exclusive of amounts included in cost of revenue 12,757 13,491 38,721 40,416 Total operating expenses 100,961 83,708 273,517 272,832 Loss from operations (17,538 ) (5,089 ) (39,837 ) (23,950 ) Interest expense (7,546 ) (8,151 ) (22,717 ) (27,695 ) Amortization of deferred financing costs and debt discount (938 ) (948 ) (2,823 ) (2,852 ) Loss on divestitures, net - - - (9,634 ) Other income, net 1,864 461 6,135 1,919 Loss before income taxes (24,158 ) (13,727 ) (59,242 ) (62,212 ) Provision for income taxes 1,968 648 5,294 4,870 Net loss (26,126 ) (14,375 ) (64,536 ) (67,082 ) Other comprehensive loss: Foreign currency translation gain/(loss) (2,002 ) 2,207 (2,314 ) (1,504 ) Comprehensive loss $ (28,128 ) $ (12,168 ) $ (66,850 ) $ (68,586 ) Basic and Diluted net loss per common share $ (27.93 ) $ (15,67 ) $ (69.87 ) $ (73.15 ) Basic and Diluted weighted-average common shares outstanding 935,522 917,085 923,626 917,082 (in thousands, except share data) (unaudited) Nine Months Ended September 30, 2021 2020 Operating activities: Net loss $ (64,536 ) $ (67,082 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 93,142 96,217 Amortization of the right-of-use assets 6,817 8,063 Allowance for expected credit losses, net 5.549 663 Amortization of deferred financing costs and debt discount 2,823 2,852 Amortization of capitalized commission 21,568 22,117 Unrealized foreign currency transaction gain 19 87 Stock-based compensation 16,811 14,557 Loss on divestiture - 9,634 Change in deferred taxes 1,313 1,228 Change in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable 52,611 32,395 Prepaid expenses and other assets (6,064 ) 481 Capitalized commission, net (26,706 ) (22,894 ) Accounts payable, accrued expenses and other liabilities 8,999 (18,275 ) Operating lease liability (9,666 ) (7,066 ) Deferred revenue 18,878 (19,147 ) Net cash provided by operating activities 121,558 53,830 Investing activities: Purchase of property and equipment (2,768 ) (1,298 ) Capitalized software development costs (30,272 ) (32,425 ) Purchase of short-term investments (31,435 ) (26,914 ) Maturities of short-term investments 28,739 26,268 Proceeds from divestiture 122 500 Acquisitions, net of cash acquired (14,769 ) (1,400 ) Net cash used in investing activities (50,383 ) (35,269 ) Financing activities: Principal repayments on first lien term loan (5,951 ) (5,951 ) Principal repayments of revolving credit facility (13,400 ) (26,100 ) Proceeds from revolving credit facility - 40,000 Proceeds from exercise of stock options 522 5 Repurchase of stock (57 ) - Net cash provided by financing activities (18,886 ) 7,954 Effect of exchange rate changes on cash, cash equivalents, and restricted cash (2,250 ) (1,471 ) Change in cash, cash equivalents, and restricted cash 50,039 25,044 Cash, cash equivalents, and restricted cash, beginning of period 65,470 72,721 Cash, cash equivalents, and restricted cash, end of period 115,509 97,765 Supplemental cash flow information: Interest paid 22,721 27,682 Income taxes paid 4,655 4,564 Supplemental disclosure of non-cash investing and financing activities: Outstanding payments for purchase of property and equipment at period end 331 462 Outstanding payments for capitalized software development costs at period end 513 322 RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (in thousands, except share amounts and share counts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Non-GAAP Gross Profit: Gross profit $ 83,423 $ 78,619 $ 233,680 $ 248,882 Adjustments Depreciation 759 1,338 2,771 4,280 Amortization of software development costs 15,508 15,154 45,737 43,533 Intangible asset amortization - 111 180 326 Stock-based compensation expense 456 157 950 466 Restructuring expense 9 (98 ) 11 1,240 Cost related to acquisitions 11 1 11 19 Other items - - (994 ) 41 Non-GAAP gross profit $ 100,166 $ 95,282 $ 282,346 $ 298,787 Gross Margin: Revenue $ 134,058 $ 118,507 $ 374,159 $ 383,216 Gross margin 62.2 % 66.3 % 62.5 % 64.9 % Non-GAAP gross margin 74.7 % 80.4 % 75.5 % 78.0 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Non-GAAP Sales & Marketing Expenses: Sales & marketing $ 37,161 $ 29,004 $ 99,069 $ 99,543 Adjustments Depreciation (283 ) (636 ) (1,132 ) (2,080 ) Stock-based compensation expense (2,578 ) (1,397 ) (5,371 ) (4,162 ) Restructuring expense (41 ) 107 (72 ) (830 ) Cost related to acquisitions (52 ) (40 ) (117 ) (194 ) Other items 1 (151 ) 380 (151 ) Non-GAAP sales & marketing expenses $ 34,208 $ 26,887 $ 92,757 $ 92,126 Sales & Marketing Expenses as a Percent of Revenue: Revenue $ 134,058 $ 118,507 $ 374,159 $ 383,216 Sales & marketing expenses 27.7 % 24.5 % 26.5 % 26.0 % Non-GAAP sales & marketing expenses 25.5 % 22.7 % 24.8 % 24.0 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Non-GAAP Research & Development Expenses: Research & development $ 25,685 $ 20,970 $ 72,016 $ 68,992 Adjustments Depreciation (409 ) (714 ) (1,431 ) (2,163 ) Stock-based compensation expense (2,183 ) (1,125 ) (4,321 ) (3,377 ) Restructuring expense (52 ) 30 (67 ) (832 ) Cost related to acquisitions - (18 ) (9 ) (234 ) Other items - - 3,366 - Non-GAAP Research & development expenses $ 23,041 $ 19,143 $ 69,554 $ 62,386 Research & Development Expenses as a Percent of Revenue: Revenue $ 134,058 $ 118,507 $ 374,159 $ 383,216 Research & development expenses 19.2 % 17.7 % 19.2 % 18.0 % Non-GAAP research & development expenses 17.2 % 16.2 % 18.6 % 16.3 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Non-GAAP General & Administrative Expenses: General & administrative $ 25,359 $ 20,243 $ 63,711 $ 63,881 Adjustments Depreciation (1,041 ) (1,010 ) (3,143 ) (3,443 ) Stock-based compensation expense (3,170 ) (2,200 ) (6,169 ) (6,552 ) Restructuring expense (1,109 ) (2,868 ) (1,627 ) (3,666 ) Cost related to acquisitions 4 (54 ) (1,107 ) (342 ) Other items (548 ) (1,013 ) (2,485 ) (4,251 ) Non-GAAP general & administrative expenses $ 19,495 $ 13,098 $ 49,180 $ 45,627 General & Administrative Expenses as a Percent of Revenue: Revenue $ 134,058 $ 118,507 $ 374,159 $ 383,216 General & administrative expenses 18.9 % 17.1 % 17.0 % 16.7 % Non-GAAP general & administrative expenses 14.5 % 11.1 % 13.1 % 11.9 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Adjusted EBITDA: Net loss $ (26,126 ) $ (14,375 ) $ (64,536 ) $ (67,082 ) Adjustments Interest expense 7,546 8,151 22,717 27,695 Amortization of deferred financing costs and debt discount 938 948 2,823 2,852 Loss on divestitures, net - - - 9,634 Other income, net (1,864 ) (461 ) (6,135 ) (1,919 ) Provision for income taxes 1,968 648 5,294 4,870 Depreciation 2,493 3,698 8,478 11,966 Amortization of software development costs 15,508 15,266 45,917 43,860 Intangible asset amortization 12,757 13,491 38,721 40,416 Stock-based compensation expense 8,387 4,879 16,811 14,557 Restructuring expense 1,212 2,634 1,777 6,568 Cost related to acquisitions 60 112 1,245 788 Other items 544 1,162 (2,256 ) 4,441 Adjusted EBITDA $ 23,423 $ 36,153 $ 70,856 $ 98,646 Adjusted EBITDA Margin: Revenue $ 134,058 $ 118,507 $ 374,159 $ 383,216 Net loss margin (19.5 )% (12.1 )% (17.2 )% (17.5 )% Adjusted EBITDA margin 17.5 % 30.5 % 18.9 % 25.7 %

NEW YORK, Aug. 10, 2021 /PRNewswire/ -- Moore Kuehn, PLLC, a law firm focusing in securities litigation located on Wall Street in downtown New York City, is investigating potential claims concerning whether the following proposed mergers are fair to shareholders. Moore Kuehn may seek increased consideration, additional disclosures, or other relief on behalf of the shareholders of these companies: Bridgetown 2 Holdings Limited (NASDAQ: BTNB) Bridgetown 2 has agreed to merge with PropertyGuru.

Cvent, a meetings, events and hospitality tech provider, said Friday it is going public by merging with special purpose acquisition corporation Dragoneer Growth Opportunities Corp. II in a deal with an initial enterprise value of $5.3 billion. Cvent will have $801 million in cash once the deal closes and will use the funds for product innovation, R&D, to pay down debt and solidify its stake in the market for in-person, virtual and hybrid events, that it expects is valued at $30 billion.

TYSONS, Va.--(BUSINESS WIRE)--Cvent, a market-leading meetings, events, and hospitality technology provider, and Dragoneer Growth Opportunities Corp. II (Nasdaq: DGNS) (“Dragoneer”), a special purpose acquisition company, today announced their entry into a definitive business combination agreement (the “Merger Agreement”). Upon closing, the combined company will operate as Cvent Holding Corp., and is expected to trade under the ticker symbol “CVT.” The transaction values Cvent at an initial enterprise value of $5.3 billion. The transaction will provide Cvent with $801 million in cash which will enable the company to accelerate product innovation, increase research and development, reduce debt, and expand go-to market activities to capitalize on its leading position in the $30 billion market for in-person, virtual, and hybrid events. Cvent’s growing global customer base, proven track record of success over more than two decades, and established platform position the company for substantial expansion. Cvent CEO & Founder Reggie Aggarwal said, “The meetings and events industry has experienced rapid digital transformation over the last 18 months, with the pandemic creating a new paradigm for the events industry. Events became digitized through virtual and online experiences, and we invested heavily in expanding our virtual event capabilities. Now, we are engaging in a hybrid world, as in-person events resume, and virtual events remain prominent. With the increased digitization of our industry, events are ’always on’ and have fewer boundaries. My management team and our nearly 4,000 employees around the world are excited for the opportunity to continue to innovate and enable our customers to leverage Cvent across their Total Event Program.” Dragoneer Founder and Managing Partner Marc Stad said, “We are excited to lock arms with Cvent and help position the business for its next phase of growth as a publicly listed company. In H2’20, Cvent launched its virtual events solution, and ever since, this virtual product line has been growing rapidly and has been well-received by customers. As the world reopens, we expect to move into a hybrid world that combines elements of in-person and virtual events. With the optionality, flexibility and reach that Cvent can provide, we expect organizations to increasingly turn to Cvent to expand their audiences and create new, user-friendly ways for both virtual and in-person participants to interact with their events. Moreover, Cvent’s hospitality cloud business is a differentiator that benefits from powerful network effects – a key tenet that we look for in many of our investments at Dragoneer. Cvent is led by an exceptional management team with years of industry experience and a strong track record of profitable growth. We believe the $801M of capital expected to be raised from this transaction will enable management to double down on product development and further cement Cvent’s position as a leader in this software category.” Co-Head of Vista’s Flagship Fund and Senior Managing Director Monti Saroya said, “With Cvent’s robust platform and experienced workforce, the organization is well-positioned to support the expanded meetings and event ecosystem and deliver everything organizations need to drive engagement across all event types – in-person, virtual, and hybrid. We’re pleased that this combination with Dragoneer will allow Cvent to further accelerate innovation and growth as demand for engaging experiences across all event types increases following a transformational year.” Accelerated Digital Transformation of the Events and Hospitality Industries Leads to Increased Technology Adoption Cvent stands apart from other event technology providers in its ability to support the unique needs of both event planners and hoteliers, offering a global marketplace where event professionals collaborate with venues to create unmatched experiences. Event Cloud – One Platform to Drive Live Engagement and Maximize Impact of the Total Event Program Events offer a highly effective way for organizations to maximize engagement with their attendees, helping them to generate and qualify leads, deepen relationships with customers and build brand loyalty and advocacy. The accelerated digital transformation of the events industry driven by the global COVID-19 pandemic has given rise to a new events landscape that will feature a combination of virtual, in-person and hybrid events. In this new landscape, organizations are empowered to reach larger audiences, engage with greater frequency and deliver differentiated experiences. The Cvent platform serves as the system of record for event and engagement data collected across every internal and external event an organization hosts or attends, or what is referred to as the organization’s “Total Event Program.” This end-to-end solution enables customers to not only drive efficiency and scale, but also to integrate their Total Event Program into their broader engagement and marketing strategy to drive positive business results and increase ROI. Hospitality Cloud – Global Online Marketplace Delivers Powerful Network Effects to Drive Group Business Digital transformation has also impacted the hospitality industry as hoteliers continue to leverage technology to streamline their processes, connect with event planners, increase group business revenue, and benchmark their performance in a fiercely competitive hospitality landscape. Cvent is well positioned to support the hospitality industry, providing a powerful combination of business intelligence and advertising solutions to generate leads, software that assists hotels in closing leads and managing event and group business, and its proprietary online sourcing networks that event planners used to source over $18 billion in 2019. Transaction Overview The business combination values Cvent at a pro forma post-money enterprise valuation of approximately $5.3 billion with a share price of $10.00, assuming no redemptions by Dragoneer shareholders and no purchase price adjustments. Vista Equity Partners and the Cvent management team will roll the entirety of their existing equity holdings into the combined company. In addition to the approximately $276 million held in Dragoneer’s trust account (assuming no redemptions are effected) and the $50 million forward purchase agreement commitment from Dragoneer funds, a group of leading investors has committed to participate in the transaction through a common stock private investment in public equity (“PIPE”) of $475 million at $10.00 per share. The PIPE includes participation from Fidelity Management & Research Company LLC, Hedosophia, Oaktree Capital Management L.P., and Zoom Video Communications, Inc., among others. Zoom CFO, Kelly Steckelberg, said, “Cvent and Zoom share a common mission to bring people together through technology. We believe that Cvent’s event technology is complementary to what we offer as a video communications leader, and our organizations already have a long track record of working together as technology partners and as users of each other’s solutions. We are proud to be an investor in Cvent as it accelerates its mission of delivering engaging experiences for virtual, in-person, and hybrid events. We look forward to deepening our partnership with Cvent in the future.” The boards of directors of both Cvent and Dragoneer have unanimously approved the proposed business combination, which is expected to be completed in the Fourth Quarter of 2021, subject to, among other things, the approval by Dragoneer's shareholders and certain other customary closing conditions stated in the Merger Agreement. Additional information about the proposed business combination, including a copy of the Merger Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Dragoneer with the U.S. Securities and Exchange Commission (the “SEC”) and will be available at https://www.dragoneergrowth.com/dgns/ and at www.sec.gov. Advisors Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to Cvent. Morgan Stanley & Co. LLC, J.P. Morgan and Citi are serving as placement agents to Dragoneer on the PIPE. Citi is also acting as capital markets advisor to Dragoneer. Kirkland & Ellis LLP is legal counsel to Cvent and Vista Equity Partners. Ropes & Gray LLP is legal counsel to Dragoneer Growth Opportunities II. Davis Polk & Wardwell LLP is legal counsel to the placement agents. Conference Call Information Dragoneer and Cvent will host a pre-recorded joint investor conference call at 8:00AM EDT today, July 23, 2021, to discuss the proposed business combination. To access the call visit http://public.viavid.com/index.php?id=145946. The recording will also be available as a webcast, which can be accessed at https://www.dragoneergrowth.com/dgns/. About Cvent Cvent is a leading meetings, events, and hospitality technology provider with nearly 4,000 employees and more than 200,000 users worldwide. Founded in 1999, the company delivers a comprehensive event marketing and management platform and offers a global marketplace where event professionals collaborate with venues to create engaging, impactful experiences. Cvent is headquartered in McLean, Virginia, just outside of Washington D.C., and has additional offices in London, Frankfurt, Dubai, Melbourne, New Delhi, and Singapore among others, to support its growing global customer base. The comprehensive Cvent event marketing and management platform offers software solutions to event organizers and marketers for online event registration, venue selection, event marketing and management, virtual and onsite solutions, and attendee engagement. Cvent’s suite of products automate and simplify the entire event management process and maximize the impact of in-person, virtual, and hybrid events. Hotels and venues use Cvent’s supplier and venue solutions to win more group and corporate travel business through Cvent’s sourcing platforms and to service their customers directly, efficiently and profitably. Cvent solutions optimize the entire event management value chain and have enabled clients around the world to manage millions of meetings and events. For more information, please visit Cvent.com, or connect with us on Facebook, Twitter or LinkedIn. About Dragoneer Growth Opportunities Corp. II Dragoneer Growth Opportunities Corp. II is a blank check company formed by an affiliate of Dragoneer Investment Group. Dragoneer Investment Group is a growth-oriented investment firm with over $19 billion in long-duration capital from many of the world’s leading endowments, foundations, sovereign wealth funds, and family offices. The firm has a history of partnering with management teams growing exceptional companies characterized by sustainable differentiation and superior economic models. The firm’s track record includes public and private investments across industries and geographies, with a particular focus on technology-enabled businesses. Dragoneer has been an investor in companies such as Airbnb, Alibaba, Atlassian, AppFolio, Bytedance, Ceridian, Chime, Datadog, Doordash, Duck Creek, PointClickCare, Procore, Slack, Samsara, ServiceTitan, Snowflake, Spotify, Uber, UiPath and others. About Vista Equity Partners Vista is a leading global investment firm with more than $77 billion in assets under management as of March 31, 2021. The firm exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista’s investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future – a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at vistaequitypartners.com. Follow Vista on LinkedIn, @Vista Equity Partners, and on Twitter, @Vista_Equity. Additional Information In connection with the Business Combination, Dragoneer intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy statement. Dragoneer will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Dragoneer will send to its shareholders in connection with the Business Combination. The information to be filed by Dragoneer will contain substantially more information about Cvent than is being furnished with this communication and may contain information that an investor will consider important in making a decision regarding an investment in Dragoneer securities. INVESTORS AND SECURITY HOLDERS OF DRAGONEER ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SUCH SOLICITATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. The definitive proxy statement/final prospectus will be mailed to shareholders of Dragoneer as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Dragoneer Growth Opportunities Corp. II, One Letterman Drive, Building D, Suite M500, San Francisco, California, 94129. Participants in the Solicitation Dragoneer, Cvent and certain of their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Dragoneer’s shareholders in connection with the Business Combination. DRAGONEER’S SHAREHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2021 AND IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021, WHICH WAS FILED WITH THE SEC ON JUNE 21, 2021. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO DRAGONEER’S SHAREHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE BUSINESS COMBINATION WHEN AVAILABLE. Investors and Dragoneer’s shareholders may obtain more detailed information regarding the names and interests in the Business Combination of Dragoneer’s directors and officers in Dragoneer’s filings with the SEC, including the Registration Statement to be filed with the SEC by Dragoneer, which will include the proxy statement of Dragoneer for the Business Combination, and such information and names of Cvent’s directors and executive officers will also be in the Registration Statement to be filed with the SEC by Dragoneer, which will include the proxy statement of Dragoneer for the Business Combination. Forward Looking Statements This communication contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this communication include, but are not limited to, statements regarding future events, such as the proposed Business Combination between Dragoneer and Cvent, including the timing and structure of the transaction, the likelihood and ability of the parties to successfully consummate the Business Combination, the PIPE and the Forward Purchase Agreement, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, as well as statements about the composition of the board of directors of the company. We cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, the general economic, political, business and competitive conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or any related agreements or could otherwise cause the transaction to fail to close; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the transactions contemplated by the Business Combination; the ability of existing investors to redeem the ability to complete the Business Combination due to the failure to obtain approval from Dragoneer’s shareholders, or the risk that the approval of the shareholders of Dragoneer for the potential transaction is otherwise not obtained; the failure to satisfy other closing conditions in the Business Combination Agreement or otherwise, the occurrence of any event that could give rise to the termination of the Business Combination Agreement; the failure to obtain financing to complete the Business Combination, including to consummate the PIPE or the transactions contemplated by the Forward Purchase Agreement; the ability to recognize the anticipated benefits of the Business Combination; the impact of COVID-19 on Cvent’s business and/or the ability of the parties to complete the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Dragoneer and Cvent; the risk that the Business Combination disrupts current plans and operations of Dragoneer or Cvent as a result of the announcement and consummation of the Business Combination; the ability of the Company to grow and manage growth profitably and retain its key employees; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; costs related to the Business Combination; and other risks and uncertainties, including those to be included under the header “Risk Factors” in the registration statement on Form S-4 to be filed by Dragoneer with the SEC, those included under the header “Risk Factors” in the final prospectus of Dragoneer related to its initial public offering and those under the heading “Summary Risk Factors” in the investor presentation filed as Exhibit 99.3 to Dragoneer’s Current Report on Form 8-K filed on July 23, 2021. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In addition, you are cautioned that past performance may not be indicative of future results. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements in making an investment decision or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward- looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication. Disclaimer This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Many public companies have invested in SPAC deals via the PIPE financing. The latest could be Zoom Video Communications Inc (NASDAQ: ZM) in a move to boost its live events strategy.

SAN FRANCISCO--(BUSINESS WIRE)--As previously disclosed in the Form 12b-25 filed on May 18, 2021 by Dragoneer Growth Opportunities Corp. II (Nasdaq: DGNS) (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”), the Company is reevaluating the accounting treatment of the forward purchase agreement between the Company and Dragoneer Funding II LLC (the “Forward Purchase Agreement”), in light of the SEC's recently issued “Staff Statement on Accounting and Reporting Considerati

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