Dragoneer Growth Opportunities Corp. III (DGNU)

SAN FRANCISCO--(BUSINESS WIRE)--Dragoneer Growth Opportunities Corp. III (Nasdaq: DGNU) (the “Company”) announced the following today: The Company anticipates that the Company will not be able to consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. Accordingly, the Company intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Memorandum and Articles of Association. As part of that dissolution and liquidation, the Company will redeem all of the outstanding Class A ordinary shares that were included in its initial public offering (the “Public Shares”) at a per-share redemption price of approximately $10.00. As of the close of business on March 24, 2023, the Public Shares will represent the right to receive the redemption amount. Upon redemption such Public Shares will be deemed cancelled. In order to provide for the disbursement of funds from the trust account, the Company has instructed the trust account’s trustee to take all necessary actions to liquidate the trust account. The trust account’s proceeds will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro-rata portion of the trust account’s proceeds by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action to receive the redemption amount. The redemption of the Public Shares is expected to be completed on March 24, 2023. The Company’s initial stockholders have waived their redemption rights with respect to its outstanding ordinary shares issued before the Company’s initial public offering. The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). About Dragoneer Growth Opportunities Corp. III Dragoneer Growth Opportunities Corp. III is a blank check company formed by an affiliate of Dragoneer Investment Group, LLC (“Dragoneer”). Dragoneer is a growth-oriented investment firm with over $22 billion under management and a flexible mandate to invest into high-quality businesses in both the public and private markets. For over a decade, Dragoneer has partnered with management teams growing exceptional companies, characterized by sustainable differentiation and superior economic models. The firm seeks to deliver attractive returns while maintaining a focus on capital preservation and margin of safety. Dragoneer employs a rigorous diligence approach to identify the best businesses globally. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2021, and in its subsequent quarterly reports on Form 10-Q, filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SAN FRANCISCO--(BUSINESS WIRE)--As previously disclosed in the Form 12b-25 filed on May 18, 2021 by Dragoneer Growth Opportunities Corp. III (Nasdaq: DGNU) (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”), the Company is reevaluating the accounting treatment of the Company's private placement warrants (the “Warrants”) and of the forward purchase agreement between the Company and Dragoneer Funding III LLC (the “Forward Purchase Agreement”), in light of the SEC's recen

SAN FRANCISCO--(BUSINESS WIRE)--As previously disclosed in the Form 12b-25 filed on May 18, 2021 by Dragoneer Growth Opportunities Corp. III (Nasdaq: DGNU) (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”), the Company is reevaluating the accounting treatment of the Company’s private placement warrants (the “Warrants”) and of the forward purchase agreement between the Company and Dragoneer Funding III LLC (the “Forward Purchase Agreement”), in light of the SEC’s recently issued “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). This Staff Statement issued on April 12, 2021 informed market participants that warrants issued by SPACs and former SPACs may need to be reclassified as liabilities with non-cash fair value adjustments recorded in earnings at each reporting period. The Company is working diligently with its auditors in order to determine the appropriate treatment of the Warrants and of the Forward Purchase Agreement in accordance with the Staff Statement. Given the time and focus dedicated to the process for determining the appropriate treatment of the Warrants and of the Forward Purchase Agreement, the Company requires additional time to complete its customary quarterly review and reporting process and the filing of its Form 10-Q for the first quarter ended March 31, 2021 (the “Form 10-Q”) and was unable to file the Form 10-Q by the May 17, 2021 deadline. As a result, the Company received a Notification of Deficiency by the Listing Qualifications Department at Nasdaq on May 28, 2021 indicating that it is in violation of Nasdaq Listing Rule 5250(c)(1). The Form 10-Q will be filed as soon as is practicable. About Dragoneer Growth Opportunities Corp. III Dragoneer Growth Opportunities Corp. III is a blank check company formed by an affiliate of Dragoneer Investment Group, LLC (“Dragoneer”). Dragoneer is a San Francisco-based, growth-oriented investment firm with over $17 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. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SAN FRANCISCO--(BUSINESS WIRE)--Dragoneer Growth Opportunities Corp. III (the “Company”) announced today the pricing of its initial public offering of 40,000,000 Class A ordinary shares at a price to the public of $10.00 per share. The shares are expected to begin trading on the Nasdaq Capital Market in the United States under the ticker symbol “DGNU”. The initial public offering is expected to close on March 25, 2021, subject to customary closing conditions. The Company has also entered into a

SAN FRANCISCO--(BUSINESS WIRE)--Dragoneer Growth Opportunities Corp. III (the “Company”) announced today the pricing of its initial public offering of 40,000,000 Class A ordinary shares at a price to the public of $10.00 per share. The shares are expected to begin trading on the Nasdaq Capital Market in the United States under the ticker symbol “DGNU”. The initial public offering is expected to close on March 25, 2021, subject to customary closing conditions. The Company has also entered into a forward purchase agreement for the purchase of up to 5,000,000 forward purchase shares with funds affiliated with Dragoneer Growth Opportunities Holdings III. Any such purchase will take place in a private placement to close substantially concurrently with the closing of the Company’s initial business combination. The Company is led by Marc Stad, Pat Robertson and Christian Jensen, and is a newly organized blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction with one or more businesses or entities. Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as book-running managers in the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 6,000,000 shares at the initial public offering price to cover over-allotments, if any. The initial public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained for free from the U.S. Securities and Exchange Commission website http://www.sec.gov; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: 1-800-831-9146; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (866) 471-2526; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 866-803-9204, Email: prospectuseq_fi@jpmchase.com. A registration statement relating to the securities sold in the initial public offering has been declared effective by the U.S. Securities and Exchange Commission on March 22, 2021. This press release shall not constitute an offer to sale or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act and applicable state securities laws. Cautionary Note Concerning Forward-Looking Statements This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. About the Company The Company is a newly organized blank check company formed by an affiliate of Dragoneer Investment Group, LLC (“Dragoneer”). Dragoneer is a San Francisco-based, growth-oriented investment firm with over $14 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.