Filed Pursuant to Rule 424(b)(4)
Registration No. 333-240078
PROSPECTUS
$600,000,000
Dragoneer Growth Opportunities Corp.
60,000,000 Units
Dragoneer Growth Opportunities Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company.
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 9,000,000 additional units to cover over-allotments, if any.
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein.
Our sponsor, Dragoneer Growth Opportunities Holdings (an affiliate of Dragoneer Investment Group, LLC), has agreed to purchase 14,000,000 warrants (or 15,800,000 warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering.
Dragoneer Funding LLC (“Dragoneer Funding”), a newly formed Delaware limited liability company which has received commitments from one or more funds affiliated with Dragoneer Investment Group, LLC and is an affiliate of our sponsor, will enter into a forward purchase agreement with us that will provide for the purchase of an aggregate of 15,000,000 forward purchase units, consisting of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate purchase price of $150,000,000, in a private placement to close substantially concurrently with the closing of our initial business combination. In addition, entities managed by or associated with Willett Advisors LLC (the “Willett Purchasers”) will enter into a forward purchase agreement with us that will provide for the purchase of an aggregate of 2,500,000 forward purchase units, consisting of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate purchase price of $25,000,000, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares and warrants, respectively, included in the units being sold in this offering, except that they will be subject to certain registration rights, as described herein.
Our initial shareholders currently own 17,250,000 Class B ordinary shares, up to 2,250,000 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. The Class B ordinary 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 herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or the applicable rules of the New York Stock Exchange, or the “NYSE,” then in effect.
Currently, there is no public market for our securities. We have been approved to list our units on the NYSE under the symbol “DGNR.U.” We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols “DGNR” and “DGNR WS,” respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See “
Risk Factors” beginning on page
36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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. |
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $600,000,000, or $690,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee.
The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about August 18, 2020.
Book-Running Managers
Citigroup | | | Goldman Sachs & Co. LLC | | | J.P. Morgan |
The date of this prospectus is August 13, 2020