CCCS CCC Intelligent Solutions
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2021
DRAGONEER GROWTH OPPORTUNITIES CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
One Letterman Drive
Building D, Suite M500
San Francisco, CA
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (415) 539-3099
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant||DGNR.U||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|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 19, 2021, Dragoneer Growth Opportunities Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $2,000,000 to Dragoneer Growth Opportunities Holdings (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, to warrants of the Company, at a price of $1.00 per warrant (the “Warrants”). The terms of the Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits.
|10.1||Promissory Note, dated January 19, 2021, issued by Dragoneer Growth Opportunities Corp. to Dragoneer Growth Opportunities Holdings|
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 hereunto duly authorized.
Dated: January 22, 2021
|DRAGONEER GROWTH OPPORTUNITIES CORP.|
/s/ Pat Robertson
|Title:||Chief Operating Officer|