United States securities and exchange commission logo
June 22, 2021
Marc Stad
Chief Executive Officer
Dragoneer Growth Opportunities Corp.
One Letterman Drive
Building D, Suite M500
San Francisco, CA 94129
Re: Dragoneer Growth
Opportunities Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed June 8, 2021
File No. 333-254845
Dear Mr. Stad:
We have reviewed your amended registration statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to our comment, we may have additional comments.
Amendment No. 2 to Form S-4
General
1. You disclose that you
the domestication should constitute a tax-deferred reorganization
within the meaning of
Section 368(a)(1)(F) of the Internal Revenue Code. To the
extent you believe that
the domestication qualifies as a reorganization within Section
368(a)(1)(F) of the
Internal Revenue Code, you must obtain a legal opinion supporting
such a conclusion.
Otherwise, revise your disclosure here and elsewhere to begin with a
statement that it is
uncertain whether the domestication will qualify as a tax-
free reorganization and
describe the potential consequences to shareholders, including a
summary of the tax
consequences if the Domestication fails to qualify as a 368(a)(1)(F)
reorganization.
Marc Stad
Dragoneer Growth Opportunities Corp.
June 22, 2021
Page 2
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, (202) 551-3453 with
any other
questions.
Sincerely,
FirstName LastNameMarc Stad
Division of
Corporation Finance
Comapany NameDragoneer Growth Opportunities Corp.
Office of Technology
June 22, 2021 Page 2
cc: Thomas Holden, Esq.
FirstName LastName