Attached files

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EX-10.3 - EX-10.3 - Dragoneer Growth Opportunities Corp. IId74355dex103.htm
EX-10.7 - EX-10.7 - Dragoneer Growth Opportunities Corp. IId74355dex107.htm
EX-10.4 - EX-10.4 - Dragoneer Growth Opportunities Corp. IId74355dex104.htm
EX-10.2 - EX-10.2 - Dragoneer Growth Opportunities Corp. IId74355dex102.htm
EX-10.1 - EX-10.1 - Dragoneer Growth Opportunities Corp. IId74355dex101.htm
EX-5.1 - EX-5.1 - Dragoneer Growth Opportunities Corp. IId74355dex51.htm
EX-4.1 - EX-4.1 - Dragoneer Growth Opportunities Corp. IId74355dex41.htm
EX-3.2 - EX-3.2 - Dragoneer Growth Opportunities Corp. IId74355dex32.htm
EX-3.1 - EX-3.1 - Dragoneer Growth Opportunities Corp. IId74355dex31.htm
EX-1.1 - EX-1.1 - Dragoneer Growth Opportunities Corp. IId74355dex11.htm

As filed with the United States Securities and Exchange Commission on November 6, 2020, under the Securities Act of 1933, as amended.

No. 333-249767

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DRAGONEER GROWTH OPPORTUNITIES CORP. II

(Exact name of registrant as specified in this charter)

 

 

 

Cayman Islands   6770   98-1560055
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

One Letterman Drive

Building D, Suite M500

San Francisco, CA 94129

(415) 539-3099

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Michael Dimitruk

c/o Dragoneer Investment Group, LLC

One Letterman Drive

Building D, Suite M500

San Francisco, CA 94129

(415) 539-3099

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies:

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

 

Marc D. Jaffe

Ryan J. Maierson

Jim Morrone

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1894

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

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

Class A ordinary shares, $0.0001 par value (2)(3)

  23,000,000 shares   $10.00   $230,000,000   $25,093(4)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 3,000,000 Class A ordinary shares that 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)

Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

Dragoneer Growth Opportunities Corp. II is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-249767) to file exhibits to the Registration Statement as indicated in Item 16 in the index to exhibits. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.


EXHIBIT INDEX

 

Exhibit No.

  

Description

1.1

   Form of Underwriting Agreement.

3.1

   Memorandum and Articles of Association.

3.2

   Form of Amended and Restated Memorandum and Articles of Association.

4.1

   Specimen Class A Ordinary Share Certificate.

5.1

   Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.

10.1

   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

10.2

   Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

10.3

   Form of Private Placement Shares Purchase Agreement between the Registrant and the Sponsor.

10.4

   Form of Indemnity Agreement.

10.5

   Promissory Note, dated as of September 29, 2020, between the Registrant and the Sponsor.**

10.6

   Securities Subscription Agreement, dated September 29, 2020, between the Registrant and the Sponsor.**

10.7

   Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

10.8

   Forward Purchase Agreement by and among the Registrant and Dragoneer Funding II LLC.**

23.1

   Consent of WithumSmith+Brown, PC.**

23.2

   Consent of Maples and Calder (included on Exhibit 5.1).

24

   Power of Attorney (included on signature page to the initial filing of this Registration Statement).

99.1

   Consent of Sarah J. Friar.**

99.2

   Consent of David D. Ossip.**

99.3

   Consent of Gokul Rajaram.**

99.4

   Consent of Jay Simons.**

 

**

Previously filed.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, California, on the 6th day of November 2020.

 

DRAGONEER GROWTH
OPPORTUNITIES CORP. II
By:  

/s/ Marc Stad

  Name:   Marc Stad
  Title:     Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Marc Stad

   Chief Executive Officer
(Principal Executive Officer) and Chairman
  November 6,
2020
Marc Stad

/s/ Pat Robertson

   President,
(Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director
  November 6,
2020
Pat Robertson  

 

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