8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 22, 2021

DRAGONEER GROWTH OPPORTUNITIES CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39447	98-1546280
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(I.R.S. Employer<br><br><br>Identification No.)
One Letterman Drive<br><br><br>Building D, Suite M500<br><br><br>San Francisco, CA	94129
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(Address of principal executive offices)	(Zip Code)

(415) 539-3099

Registrant’s telephone number, including area code

Not Applicable

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant	DGNR.U	New York Stock Exchange LLC
Class A Ordinary Shares included as part of the units	DGNR	New York Stock Exchange LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	DGNR WS	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

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 13(a) of the Exchange Act.  ☐

Item 1.01	Entry Into A Material Definitive Agreement

As previously disclosed, on February 2, 2021, Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among Dragoneer, Chariot Opportunity Merger Sub, Inc., a Delaware corporation (“Chariot Merger Sub”), and Cypress Holdings, Inc., a Delaware corporation (“CCC”), providing for, among other things, the merger of Chariot Merger Sub with and into CCC, with CCC as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Dragoneer (the “Business Combination”).

On April 22, 2021, Dragoneer and CCC entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”). Capitalized terms used and not otherwise defined in this current report on Form 8-K have the meanings given to such terms in the Business Combination Agreement. Pursuant to the Amendment, if holders of options to acquire shares of CCC common stock as of February 2, 2021 (“Optionholders”) terminate employment prior to the later of the Company Triggering Event and the vesting of such options, the Company Earnout Shares allocated to such Optionholder will be forfeited and reallocated pro rata to other Optionholders. Prior to the Amendment, the Business Combination Agreement had provided that such forfeited Company Earnout Shares would be reallocated to both Optionholders and existing CCC stockholders.

Furthermore, pursuant to the Amendment, the initial number of Dragoneer shares reserved for issuance under the Dragoneer Incentive Equity Plan will be 15%, with automatic increases of 5% annually. Prior to the Amendment, the Business Combination Agreement had provided that such reservation was to be 12%.

Finally, pursuant to the Amendment, Dragoneer will deliver to the Exchange Agent a letter of instruction prior to the Closing directing the Exchange Agent to carry out the Exchange in accordance with such letter of instruction. Prior to the Amendment, Dragoneer was required to deliver an executed exchange agent agreement as a condition to the Closing.

A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

Additional Information

In connection with the Business Combination, Dragoneer has filed with the U.S. Securities and Exchange Commission’s (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which included a preliminary prospectus and preliminary proxy statement. Dragoneer will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Dragoneer will send to its shareholders in connection with the Business Combination. Investors and security holders of Dragoneer are advised to read the proxy statement/prospectus in connection with Dragoneer’s solicitation of proxies for its extraordinary generalmeeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus contains important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to shareholders of Dragoneer as of a record date to be established for voting on the Business Combination. Shareholders may also obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Dragoneer Growth Opportunities Corp., One Letterman Drive, Building D, Suite M500, San Francisco, California, 94129.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br><br>Number	Description
2.1	Amendment No. 1 to Business Combination Agreement, dated April 22, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2021	DRAGONEER GROWTH OPPORTUNITY CORP.
	By:	/s/ Pat Robertson
	Name:	Pat Robertson
	Title:	President and Chief Operating Officer

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT

This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT **** (this “Amendment”) is dated as of April 22, 2021, by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer”), and Cypress Holdings, Inc., a Delaware corporation (the “Company”, and together with Dragoneer, each, a “Party” and collectively, the “Parties”).

This Amendment is entered into by the Parties in accordance with Section 8.3 (Amendment) of the Business Combination Agreement, dated as of February 2, 2021, by and among Dragoneer, Chariot Opportunity Merger Sub, Inc., a Delaware corporation, and the Company (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Business Combination Agreement.

Subject to and upon the terms and conditions set forth herein, the Business Combination Agreement is hereby amended effective from and after the date hereof.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.    Section 2.4(a). Section 2.4(a) of the Business Combination Agreement is hereby amended by replacing the last sentence in its entirety with the following:

“In addition, each holder of Company Options (whether vested or unvested) as of the date of this Agreement will have the right to receive, with respect to each Company Common Share issuable pursuant to such holder’s Company Options as of immediately prior to the Effective Time, a number of Dragoneer Shares issuable as Company Earnout Shares pursuant to Section 2.7; provided that if such holder’s employment or service with the Surviving Company or its Affiliate terminates prior to the later of (1) the vesting date of the applicable Company Option and (2) the occurrence of a Company Triggering Event, the right of such holder to receive his or her applicable number of Company Earnout Shares will be forfeited, and such forfeited number of Company Earnout Shares shall be allocated pro rata among the other holders of Company Options entitled to receive Company Earnout Shares pursuant to Section 2.7.”

2.    Section 2.5(a). Section 2.5(a) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:

“The Parties agree that Continental will serve as an exchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Transaction Share

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Consideration issuable in respect of such Company Shares pursuant to Section 2.1(b)(vii) and on the terms and subject to the other conditions set forth in this Agreement (the “Exchange”). Dragoneer shall deliver to the Exchange Agent on or prior to the Closing a letter of instruction in form and substance reasonably satisfactory to the Company (the “Instruction Letter”) directing the Exchange Agent to carry out the Exchange in accordance with the Instruction Letter and this Section 2.5.”

3.    Schedule 5.19. Section 5.19 of the Company Disclosure Schedules is hereby amended and restated in its entirety as follows:

“The Dragoneer Board shall reserve up to 15% of Dragoneer Shares outstanding as of the Effective Time for grant under the Dragoneer Incentive Equity Plan, plus the number of Dragoneer Shares issuable upon the exercise or conversion of the Company Options. The Dragoneer Shares reserved for issuance under the Dragoneer Incentive Equity Plan will automatically increase annually on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to up to 5% of Dragoneer Shares outstanding on the last day of the immediately preceding fiscal year or such lesser amount as determined by the administrator of the Dragoneer Incentive Equity Plan.”

4.    Amended Agreement. Each reference to “this Agreement,” “herein,” “hereto,” “hereof” and words of similar import set forth in the Business Combination Agreement and each reference to the Business Combination Agreement in any other agreement, document or other instrument shall, in each case, refer to the Business Combination Agreement as modified by this Amendment. Except as specifically set forth in this Amendment, the Business Combination Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed.

5.    Conflict. The Parties agree and acknowledge that to the extent any terms, conditions or provisions of this Amendment are in any way inconsistent with or in conflict with any term, condition or provision of the Business Combination Agreement, this Amendment shall govern and control.

6.    General Provisions; Incorporation by Reference. Sections 8.2 through 8.5, Section 8.7, Section 8.10, Section 8.11 and Sections 8.13 through 8.18 of the Business Combination Agreement are hereby incorporated by reference into this Amendment mutatis mutandis.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

DRAGONEER GROWTH OPPORTUNITIES CORP.
By:	/s/ Pat Robertson
Name:	Pat Robertson
Title:	Director, President and Chief Operating Officer

Signature Page – Amendment to Business Combination Agreement

CYPRESS HOLDINGS, INC.
By:	/s/ Githesh Ramamurthy
Name:	Githesh Ramamurthy
Title:	Chief Executive Officer

Signature Page – Amendment to Business Combination Agreement