Cayman Islands | | | 6770 | | | 98-1546280 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Paul D. Tropp, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-6000 Fax: (212) 596-9090 | | | Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-quarter of one redeemable warrant(2) | | | 69,000,000 units | | | $10.00 | | | $690,000,000 | | | $89,562 |
Class A ordinary shares included as part of the units(3) | | | 69,000,000 shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 17,250,000 warrants | | | — | | | — | | | —(4) |
Total | | | | | | | $690,000,000 | | | $89,562(5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 9,000,000 units, consisting of 9,000,000 Class A ordinary shares and 2,250,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-division, share dividend, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously paid. |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $600,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $33,000,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $567,000,000 |
(1) | Includes $0.35 per unit, or $21,000,000 in the aggregate (or $24,150,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. |
Citigroup | | | Goldman Sachs & Co. LLC | | | J.P. Morgan |
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• | “amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; |
• | “Companies Law” are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• | “Dragoneer” are to Dragoneer Investment Group, LLC, an affiliate of our sponsor; |
• | “forward purchase agreements” are to the agreements providing for the sale of forward purchase units to the forward purchase investors in a private placement that will close substantially concurrently with the closing of our initial business combination; |
• | “forward purchase investors” are (i) Dragoneer Funding, and (ii) the Willett Purchasers and each is party to a forward purchase agreement; |
• | “forward purchase securities” are to the forward purchase shares and forward purchase warrants; |
• | “forward purchase shares” are to the Class A ordinary shares included in the forward purchase units; |
• | “forward purchase units” are to the units to be issued to the forward purchase investors pursuant to the forward purchase agreements; |
• | “forward purchase warrants” are to the warrants to purchase our Class A ordinary shares included in the forward purchase units; |
• | “Founders” are to Marc Stad and Pat Robertson; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “management” or our “management team” are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “sponsor” are to Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company; |
• | “we,” “us,” “our,” “company” or “our company” are to Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company; and |
• | “Willett Purchasers” are to entities managed by or associated with Willett Advisors LLC. Willett Advisors LLC manages the philanthropic assets of Michael R. Bloomberg, including the assets of Bloomberg Philanthropies. |
• | Sustainable competitive differentiation. Dragoneer believes that identifying and deeply dissecting the “moat” around a company is the most critical element of understanding that company, as true differentiation can provide years of durable, compounding growth and expanding margins. |
• | Growth as primary driver of returns. Dragoneer’s underwriting is primarily predicated on the topline growth potential of a business – while maintaining an attractive financial model – as opposed to valuation arbitrage or financial leverage. It is not coincidental that Dragoneer’s investments have generally been in disruptive sectors such as internet, software, and financial services. |
• | Superior economic model. Ultimately, a business must have the ability to generate high levels of cash-flow over time, even if it chooses to use that cash to re-invest for the future. Dragoneer spends significant time evaluating a company’s financial model and unit economics to seek to discern the trajectory of its margin profile in the coming years. |
• | World-class management teams. Dragoneer seeks to partner with creative and ambitious management teams that have a track record of success to help them execute against their vision. |
• | Analyzability. Dragoneer generally looks for businesses that are mature enough to have a wealth of financial and operating data which it can utilize to conduct thorough analyses and build high-fidelity |
• | Large addressable market relative to current company size. Dragoneer has found success in broad “platform” businesses as well as dominant vertical players. Dragoneer has also historically found opportunities both in markets and segments that themslves are growing (for example, due to new consumer behavior or new technology), as well as with companies that are taking share in more stable markets. However, with both types of opportunities, we seek companies that we believe have a clear runway for sustained growth in their existing core businesses, well beyond Dragoneer’s expected investment horizon. |
• | Opportunistic and flexible application of these principles. Dragoneer invests in both public and private markets in a range of sectors and geographies, with a rigorous focus on seeking to identify the highest quality businesses. |
• | Global Orientation. Different markets are evolving on different timelines and in different ways, with some consumer trends and corporate behaviors showing maturity in some markets, while those same trends are more nascent in other markets. Or as William Gibson quipped, “The future is already here – it’s just not evenly distributed.” Dragoneer is also seeing new companies being formed around the world (and particularly in China) that are going to compete more aggressively globally than they ever have before, and Dragoneer believes a broad lens is required to evaluate a given company’s competitive landscape and growth prospects. |
• | Deep, fundamental analysis. Dragoneer’s investment team spends significant time conducting primary due diligence, availing itself of access to management when appropriate and a wide variety of third-party resources. Dragoneer’s goal is to be the foremost expert on the businesses in which it invests. |
• | Long investment horizon. While staying closely attuned to a company’s development along the way, Dragoneer attempts to analyze its prospects for many years into the future. Dragoneer seeks to carefully analyze the extent to which a company’s “moat” will continue to deepen as it scales and what future product and financial implications that may have in the fullness of time. When Dragoneer invests, it is generally with a strong view that a business has a long and clear runway for compound growth. |
• | Concentration. There are very few companies that meet Dragoneer’s selective criteria, and it attempts to maintain its discipline across market cycles. Dragoneer is also a believer that concentrated investments based in rigorous analysis are more likely to produce superior outcomes over time, compared to a portfolio approach with wide dispersion among winners and losers. |
• | Preservation of capital. In addition to earning an attractive rate of return on Dragoneer’s investments, Dragoneer also seeks a significant margin of safety in each investment. Dragoneer is very focused on preservation of capital and pursues a nuanced evaluation of numerous downside scenarios. Its historical losses as a firm have been limited as a result. |
• | one Class A ordinary share; and |
• | one-quarter of one redeemable warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option. |
(2) | Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. |
(3) | Includes 2,250,000 founder shares that are subject to forfeiture. |
(4) | Includes 60,000,000 public shares and 15,000,000 founder shares, assuming 2,250,000 founder shares have been forfeited. |
• | 30 days after the completion of our initial business combination; and |
• | twelve months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants”; and |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for |
• | The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: |
• | prior to our initial business combination, only holders of the founder shares have the |
• | in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public |
• | the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| | July 10, 2020 | ||||
| | Actual | | | As Adjusted(1) | |
Balance Sheet Data: | | | | | ||
Working capital (deficiency) | | | $(155,000) | | | $580,020,000 |
Total assets | | | $175,000 | | | $601,020,000 |
Total liabilities | | | $155,000 | | | $21,000,000 |
Value of ordinary shares subject to possible conversion/tender | | | — | | | $575,019,990 |
Shareholders’ equity | | | $20,000 | | | $5,000,010 |
(1) | The “as adjusted” information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt-to-equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of this offering; and |
• | other factors as were deemed relevant. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | the proceeds of the forward purchase units being available to us; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following this offering. |
Gross proceeds | | | Without Over-allotment Option | | | Over-allotment Option Exercised |
Gross proceeds from units offered to public(1) | | | $600,000,000 | | | $690,000,000 |
Gross proceeds from private placement warrants offered in the private placement | | | $14,000,000 | | | $15,800,000 |
Total gross proceeds | | | $614,000,000 | | | $705,800,000 |
| | | | |||
Estimated offering expenses(2) | | | | | ||
Underwriting commissions | | | | | ||
(2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $12,000,000 | | | $13,800,000 |
Legal fees and expenses | | | 450,000 | | | 450,000 |
Printing and engraving expenses | | | 40,000 | | | 40,000 |
Accounting fees and expenses | | | 30,000 | | | 30,000 |
SEC/FINRA Expenses | | | 193,562 | | | 193,562 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Director & Officer liability insurance premiums | | | 200,000 | | | 200,000 |
Miscellaneous | | | 1,438 | | | 1,438 |
Total estimated offering expenses | | | $1,000,000 | | | $1,000,000 |
Proceeds after estimated offering expenses | | | $601,000,000 | | | $691,000,000 |
Held in trust account(3) | | | $600,000,000 | | | $690,000,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,000,000 | | | $1,000,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6) | | | 400,000 | | | 40.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 125,000 | | | 12.5% |
Payment for office space, administrative and support services | | | 240,000 | | | 24.0% |
NYSE continued listing fees | | | 165,000 | | | 16.5% |
Working capital to cover miscellaneous expenses and reserves | | | 70,000 | | | 7.0% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of July 10, 2020, we had not borrowed any amounts under the promissory note with our sponsor. These amounts will be repaid upon completion of this offering out of the offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and not to be held in the trust account. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. |
(3) | The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $21,000,000, which constitutes the underwriters’ deferred commissions (or $24,150,000 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account may not be invested or bear interest until January 1, 2021, after which the proceeds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.20% per year, we estimate the interest earned on the trust account will be approximately $1,200,000 per year; however, we can provide no assurances regarding this amount. |
(5) | Assumes no exercise of the underwriters’ over-allotment option. |
(6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | Without Over-allotment | | | With Over-allotment | |||||||
Public offering price | | | | | $10.00 | | | | | $10.00 | ||
Net tangible book deficit before this offering | | | (0.01) | | | | | (0.01) | | | ||
Increase attributable to public shareholders | | | 0.30 | | | | | 0.26 | | | ||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | $0.29 | | | | | $.25 | ||
Dilution to public shareholders | | | | | $9.71 | | | | | $9.75 | ||
Percentage of dilution to public shareholders | | | | | 97.1% | | | | | 97.5% |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B Ordinary Shares(1) | | | 15,000,000 | | | 20.0% | | | $25,000 | | | 0.004% | | | $0.002 |
Public Shareholders | | | 60,000,000 | | | 80.0% | | | 600,000,000 | | | 99.996% | | | $10.00 |
| | 75,000,000 | | | 100.0% | | | $600,025,000 | | | 100.000% | | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 2,250,000 Class B ordinary shares held by our sponsor. |
| | Without Over-allotment | | | With Over-allotment | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(155,000) | | | $(155,000) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 601,000,000 | | | 691,000,000 |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | 175,000 | | | 175,000 |
Less: Deferred underwriting commissions | | | (21,000,000) | | | (24,150,000) |
Less: Proceeds held in trust subject to redemption(2) | | | (575,019,990) | | | (661,869,990) |
| | $5,000,010 | | | $5,000,010 | |
Denominator: | | | | | ||
Ordinary shares outstanding prior to this offering | | | 17,250,000 | | | 17,250,000 |
Ordinary shares forfeited if over-allotment is not exercised | | | (2,250,000) | | | — |
Ordinary shares included in the units offered | | | 60,000,000 | | | 69,000,000 |
Less: Ordinary shares subject to redemption | | | (57,501,999) | | | (66,186,999) |
| | 17,498,001 | | | 20,063,001 |
(1) | Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $12,000,000 or $13,800,000 if the underwriters exercise their over-allotment option (excluding deferred underwriting fees). See “Use of Proceeds.” |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business Effecting Our Initial Business Combination—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities.” |
| | July 10, 2020 | ||||
| | Actual | | | As Adjusted(1) | |
Note payable to related party(2) | | | $— | | | $— |
Deferred underwriting commissions | | | — | | | 21,000,000 |
Ordinary shares, $0.0001 par value, 200,000,000 shares authorized, actual and as adjusted; 0 and 57,501,999 Class A ordinary shares are subject to possible redemption, actual and as adjusted, respectively | | | — | | | 575,019,990 |
Shareholders’ equity: | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 preference shares authorized, actual and as adjusted; 0 preference shares issued and outstanding, actual and as adjusted | | | — | | | — |
Class A Ordinary shares, $0.0001 par value, 200,000,000 shares authorized, actual and as adjusted; 0 and 2,498,001 shares issued and outstanding (excluding 0 and 57,501,999 shares subject to possible redemption), actual and as adjusted, respectively(3) | | | — | | | 250 |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, actual and as adjusted; 17,250,000 and 15,000,000 Class B ordinary shares issued and outstanding, actual and as adjusted, respectively(3) | | | 1,725 | | | 1,500 |
Additional paid-in capital | | | 23,275 | | | 5,003,260 |
Accumulated deficit | | | (5,000) | | | (5,000) |
Total shareholders’ equity | | | $20,000 | | | $5,000,010 |
Total capitalization | | | $20,000 | | | $601,020,000 |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 2,250,000 Class B ordinary shares held by our sponsor. |
(2) | Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of July 10, 2020, we had not borrowed any amounts under the promissory note with our sponsor. |
(3) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
• | Sustainable competitive differentiation. Dragoneer believes that identifying and deeply dissecting the “moat” around a company is the most critical element of understanding that company, as true differentiation can provide years of durable, compounding growth and expanding margins. |
• | Growth as primary driver of returns. Dragoneer’s underwriting is primarily predicated on the topline growth potential of a business – while maintaining an attractive financial model – as opposed to valuation arbitrage or financial leverage. It is not coincidental that Dragoneer’s investments have generally been in disruptive sectors such as internet, software, and financial services. |
• | Superior economic model. Ultimately, a business must have the ability to generate high levels of cash-flow over time, even if it chooses to use that cash to re-invest for the future. Dragoneer spends significant time evaluating a company’s financial model and unit economics to seek to discern the trajectory of its margin profile in the coming years. |
• | World-class management teams. Dragoneer seeks to partner with creative and ambitious management teams that have a track record of success to help them execute against their vision. |
• | Analyzability. Dragoneer generally looks for businesses that are mature enough to have a wealth of financial and operating data which it can utilize to conduct thorough analyses and build high-fidelity forecasts. Ultimately, isolating and forecasting drivers of growth with a high degree of conviction allows Dragoneer to initiate large, concentrated investments. Early stage venture businesses typically do not fit this mold as there is insufficient information to complete the due diligence process, and there are even public companies Dragoneer does not believe are sufficiently analyzable yet. Dragoneer also generally avoids businesses with highly unpredictable elements such as broad macroeconomic cyclicality or binary technological or regulatory risk. |
• | Large addressable market relative to current company size. Dragoneer has found success in broad “platform” businesses as well as dominant vertical players. Dragoneer has also historically found |
• | Opportunistic and flexible application of these principles. Dragoneer invests in both public and private markets in a range of sectors and geographies, with a rigorous focus on seeking to identify the highest quality businesses. |
• | Global Orientation. Different markets are evolving on different timelines and in different ways, with some consumer trends and corporate behaviors showing maturity in some markets, while those same trends are more nascent in other markets. Or as William Gibson quipped, “The future is already here – it’s just not evenly distributed.” Dragoneer is also seeing new companies being formed around the world (and particularly in China) that are going to compete more aggressively globally than they ever have before, and Dragoneer believes a broad lens is required to evaluate a given company’s competitive landscape and growth prospects. |
• | Deep, fundamental analysis. Dragoneer’s investment team spends significant time conducting primary due diligence, availing itself of access to management when appropriate and a wide variety of third-party resources. Dragoneer’s goal is to be the foremost expert on the businesses in which it invests. |
• | Long investment horizon. While staying closely attuned to a company’s development along the way, Dragoneer attempts to analyze its prospects for many years into the future. Dragoneer seeks to carefully analyze the extent to which a company’s “moat” will continue to deepen as it scales and what future product and financial implications that may have in the fullness of time. When Dragoneer invests, it is generally with a strong view that a business has a long and clear runway for compound growth. |
• | Concentration. There are very few companies that meet Dragoneer’s selective criteria, and it attempts to maintain its discipline across market cycles. Dragoneer is also a believer that concentrated investments based in rigorous analysis are more likely to produce superior outcomes over time, compared to a portfolio approach with wide dispersion among winners and losers. |
• | Preservation of capital. In addition to earning an attractive rate of return on Dragoneer’s investments, Dragoneer also seeks a significant margin of safety in each investment. Dragoneer is very focused on preservation of capital and pursues a nuanced evaluation of numerous downside scenarios. Its historical losses as a firm have been limited as a result. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
| | Redemptions in connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemption if We Fail to Complete an Initial Business Combination | |
Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | ||||
Escrow of offering proceeds | | | $600,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | $510,300,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account. | |||
| | | | | | ||||
Investment of net proceeds | | | $600,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | ||||
Receipt of interest on escrowed funds | | | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |||
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Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |||
| | | | | | ||||
Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | ||||
| | The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | |||||
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Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |||
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Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | ||||
| | under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting. | | | |||||
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Business combination deadline | | | If we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |||
| | | | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | ||||
Release of funds | | | Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of: | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |||
| | | | (i) the completion of our initial business combination, | | ||||
| | | | (ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, subject to applicable law, and | | ||||
| | | | (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. | |
Name | | | Age | | | Position |
Marc Stad | | | 41 | | | Chairman and Chief Executive Officer |
Pat Robertson | | | 41 | | | President, Chief Operating Officer and Director |
Sarah J. Friar | | | 47 | | | Director Nominee |
Douglas Merritt | | | 56 | | | Director Nominee |
David D. Ossip | | | 54 | | | Director Nominee |
Gokul Rajaram | | | 45 | | | Director Nominee |
Jay Simons | | | 47 | | | Director Nominee |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Marc Stad | | | Dragoneer Investment Group, LLC(1) | | | Asset Management | | | Founder, Chief Executive Officer, Chief Investment Officer and Managing Partner |
| | Bragg Live Food Products, LLC | | | Health and Wellness Products | | | Director | |
| | AmWINS Group, Inc. | | | Insurance | | | Director | |
Pat Robertson | | | Dragoneer Investment Group, LLC(1) | | | Asset Management | | | President and Chief Operating Officer |
Sarah J. Friar | | | Nextdoor, Inc. | | | Social Network | | | Chief Executive Officer |
| | Walmart Inc. | | | Retail and Wholesale Operations | | | Director | |
| | Slack Technologies, Inc. | | | Messaging Platform | | | Director | |
Douglas Merritt | | | Splunk Inc. | | | Enterprise Software | | | President, Chief Executive Officer and Director |
David D. Ossip | | | Ceridian HCM Holding Inc. | | | Software | | | Chairman and Chief Executive Officer |
| | Ossip Consulting Inc. | | | Consulting Company | | | Director | |
| | Osaldac Corp. | | | Holding Company | | | Vice President | |
| | OsFund Inc. | | | Holding Company | | | Vice Chairman and Director | |
| | 100 Wingarden Properties Ltd. | | | Real Estate | | | Director | |
| | Sunnybrook Health Sciences Centre | | | Hospital | | | Director | |
Gokul Rajaram | | | Pinterest Inc | | | Social Network | | | Director |
| | The Trade Desk Inc | | | Digital Advertising Platform | | | Director | |
| | Course Hero, Inc. | | | Online Learning Platform | | | Director | |
Jay Simons | | | Hubspot, Inc. | | | Enterprise Software | | | Director |
(1) | Includes Dragoneer Investment Group, LLC and certain of its funds, affiliates, and other related entities, including certain portfolio companies in which the funds and other related entities invest. |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. |
• | We will enter into a forward purchase agreement with Dragoneer Funding, which is an affiliate of our sponsor. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers, directors and director nominees that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
| | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Issued and Outstanding Ordinary Shares | ||||
Name and Address of Beneficial Owner(1) | | | Before Offering | | | After Offering | |||
Dragoneer Growth Opportunities Holdings (our sponsor) | | | 16,875,000(3)(4) | | | 97.8% | | | 19.5% |
Marc Stad | | | 16,875,000(3)(4) | | | 97.8% | | | 19.5% |
Pat Robertson | | | —(5) | | | — | | | — |
Sarah J. Friar | | | 75,000 | | | * | | | * |
Douglas Merritt | | | 75,000 | | | * | | | * |
David D. Ossip | | | 75,000 | | | * | | | * |
Gokul Rajaram | | | 75,000 | | | * | | | * |
Jay Simons | | | 75,000 | | | * | | | * |
All officers, directors and director nominees as a group (seven individuals) | | | 17,250,000 | | | 100% | | | 20.0% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is One Letterman Drive, Building D, Suite M500, San Francisco, California 94129. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” Excludes Class A ordinary shares issuable pursuant to the forward purchase agreements, as such shares will only be issued, if at all, at the time of our initial business combination. |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Mr. Stad. |
(4) | Includes up to 2,250,000 founder shares that will be surrendered to us for no consideration by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
(5) | Does not include any shares indirectly owned by this individual as a result of his membership interest in our sponsor. |
• | 60,000,000 Class A ordinary shares underlying the units issued as part of this offering; and |
• | 15,000,000 Class B ordinary shares held by our sponsor. |
• | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares; |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; and |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | <10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
Redemption Date | | | Fair Market Value of Class A Ordinary Shares | ||||||||||||||||||||||||
(period to expiration of warrants) | | | <10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >18.00 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
• | we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with; |
• | the shareholders have been fairly represented at the meeting in question; |
• | the arrangement is such as a businessman would reasonably approve; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.” |
• | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
• | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or |
• | those who control the company are perpetrating a “fraud on the minority.” |
• | annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Law; |
• | an exempted company’s register of members is not open to inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may issue negotiable or bearer shares or shares with no par value; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | an exempted company may register as a limited duration company; and |
• | an exempted company may register as a segregated portfolio company. |
• | If we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on |
• | Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months (or 27 months, as applicable) from the closing of this offering or (y) amend the foregoing provisions; |
• | Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, Founders, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from independent investment banking firm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view; |
• | If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
• | So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination; |
• | If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. |
a) | the subscriber is a relevant financial business required to comply with the Anti-Money Laundering Regulations (2020 Revision) or is a majority-owned subsidiary of such a business; or |
b) | the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee (“Equivalent Jurisdiction”) or is a majority-owned subsidiary of such subscriber; or |
c) | the subscriber is a central or local government organization, statutory body or agency of government in the Cayman Islands or an Equivalent Jurisdiction; or |
d) | the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company; or |
e) | the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity referred to in sub-paragraphs (a) to (d); or |
f) | the application is made through an intermediary which falls within one of sub-paragraphs (a) to (e). In this situation the company may rely on a written assurance from the intermediary which confirms (i) that the requisite identification and verification procedures on the applicant for business and its beneficial owners have been carried out; (ii) the nature and intended purpose of the business relationship; (iii) that the intermediary has identified the source of funds of the applicant for business; and (iv) that the intermediary shall make available copies of any identification and verification data or information and relevant documents. |
(a) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(b) | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
(c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
• | 1% of the total number of ordinary shares then-outstanding, which will equal 750,000 shares immediately after this offering (or 862,500 shares if the underwriters exercise their over-allotment option in full); or |
• | the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision). |
• | our sponsor, Founders, officers or directors; |
• | investors under the forward purchase agreements; |
• | banks, financial institutions or financial services entities; |
• | broker-dealers; |
• | taxpayers that are subject to the mark-to-market accounting rules; |
• | tax-exempt entities; |
• | S-corporations; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more of our shares by vote or value; |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services; |
• | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or |
• | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. Holder; |
Underwriters | | | Number of Units |
Citigroup Global Markets Inc. | | | |
Goldman Sachs & Co. LLC | | | |
J.P. Morgan Securities LLC | | | |
Total | | | 60,000,000 |
| | Paid By Dragoneer Growth Opportunities Corp. | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1) | | | $0.55 | | | $0.55 |
Total(1) | | | $33,000,000 | | | $37,950,000 |
(1) | Includes $0.35 per unit, or $21,000,000 in the aggregate (or $24,150,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. |
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in |
• | Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering. |
• | Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
(a) | to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Representative for any such offer; or |
(c) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of our ordinary shares shall result in a requirement for the publication by us or any underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive. |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
• | the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions; |
• | the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations; |
• | where required by law, the purchaser is purchasing as principal and not as agent; and |
• | the purchaser has reviewed the text above under Resale Restrictions. |
ASSETS | | | |
Deferred offering costs | | | $175,000 |
TOTAL ASSETS | | | $175,000 |
| | ||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | |
Current liability—Accrued offering costs | | | $155,000 |
Total Current Liabilities | | | 155,000 |
| | ||
Commitments | | | |
| | ||
Shareholder’s Equity | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 17,250,000 shares issued and outstanding(1) | | | 1,725 |
Additional paid-in capital | | | 23,275 |
Accumulated deficit | | | (5,000) |
Total Shareholder’s Equity | | | 20,000 |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | | | $175,000 |
(1) | Includes an aggregate of up to 2,250,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). |
Formation and operating costs | | | $5,000 |
Net Loss | | | $(5,000) |
Weighted average shares outstanding, basic and diluted(1) | | | 15,000,000 |
Basic and diluted net loss per ordinary share | | | $(0.00) |
(1) | Excludes an aggregate of up to 2,250,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | ||||
| | Shares | | | Amount | | | | | | | ||||
Balance—July 3, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsor(1) | | | 17,250,000 | | | 1,725 | | | 23,275 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (5,000) | | | (5,000) |
Balance—July 10, 2020 | | | 17,250,000 | | | $1,725 | | | $23,275 | | | $(5,000) | | | $20,000 |
(1) | Includes an aggregate of up to 2,250,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(5,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Payment of formation costs in exchange for Class B ordinary shares | | | 5,000 |
Net cash used in operating activities | | | — |
| | ||
Net Change in Cash | | | — |
Cash—Beginning of period | | | — |
Cash—End of period | | | $— |
| | ||
Non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued offering costs | | | $155,000 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | | | $20,000 |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $89,562 |
FINRA expenses | | | 104,000 |
Accounting fees and expenses | | | 30,000 |
Printing and engraving expenses | | | 40,000 |
Legal fees and expenses | | | 450,000 |
NYSE listing and filing fees | | | 85,000 |
Director & Officers liability insurance premiums(1) | | | 200,000 |
Miscellaneous | | | 1,438 |
Total | | | $ 1,000,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | The Exhibit Index is incorporated herein by reference. |
Item 17. | Undertakings. |
(i) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(ii) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(iii) | The undersigned registrant hereby undertakes that: |
1. | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
2. | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement.* | |
| | Memorandum and Articles of Association.* | |
| | Form of Amended and Restated Memorandum and Articles of Association.* | |
| | Specimen Unit Certificate.* | |
| | Specimen Class A Ordinary Share Certificate.* | |
| | Specimen Warrant Certificate.* | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| | Opinion of Ropes & Gray LLP.* | |
| | Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.* | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.* | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* | |
| | Form of Indemnity Agreement.* | |
| | Promissory Note, dated as of July 10, 2020, between the Registrant and the Sponsor.* | |
| | Securities Subscription Agreement, dated July 10, 2020, between the Registrant and the Sponsor.* | |
| | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.* | |
| | Form of Forward Purchase Agreement by and among the Registrant and Dragoneer Funding LLC.* | |
| | Form of Forward Purchase Agreement by and among the Registrant and each of the Willett Purchasers signatory thereto.* | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Ropes & Gray LLP (included on Exhibit 5.1).* | |
| | Consent of Maples and Calder (included on Exhibit 5.2).* | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).* | |
| | Consent of Sarah J. Friar.* | |
| | Consent of Douglas Merritt.* | |
| | Consent of David D. Ossip.* | |
| | Consent of Gokul Rajaram.* | |
| | Consent of Jay Simons.* |
* | Previously filed. |
| | DRAGONEER GROWTH OPPORTUNITIES CORP. | |||||||
| | | | | | ||||
| | By: | | | /s/ Marc Stad | ||||
| | | | Name: | | | Marc Stad | ||
| | | | Title: | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Marc Stad | | | Chief Executive Officer (Principal Executive Officer) and Chairman | | | August 12, 2020 |
Marc Stad | | |||||
| | | | |||
/s/ Pat Robertson | | | President, (Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director | | | August 12, 2020 |
Pat Robertson | | | ||||
| |