DRAGONEER GROWTH OPPORTUNITIES CORP. II: Submission of questions for a vote of the holders of securities, disclosure of the FD regulation, other events, financial statements and documents (Form 8-K)

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Item 5.07 Submission of Matters to the Vote of Securityholders.

At December 7, 2021, Dragoneer Growth Opportunities Corp. II, a Cayman Islands
exempt company (“Dragoneer”), held an extraordinary general meeting of shareholders (the “EGM”). At the EGM, a total of 23,426,429 (82.6%) issued and outstanding ordinary shares of Dragoneer held as of
October 29, 2021, the date of registration of the EGM, were present either in person or by proxy, which constituted a quorum for the conduct of business. Dragoneer’s shareholders voted on the following proposals at the EGM, which are further defined and described in Dragoneer’s final proxy statement / prospectus / solicitation of consent, which has been filed with the
Security and Trade Commission (the “SEC”) on November 12, 2021 (the “proxy statement / prospectus / solicitation of consent”). The shareholders approved each of the proposals listed below.

The final table of votes for each proposal is shown below.

(1) Proposal n ° 1 – The business combination proposal



Votes For    Votes Against   Abstentions   Broker Non-Votes
20,689,288     1,031,481      1,705,660           -



(2) Proposition n ° 2 – The domestication proposition



Votes For    Votes Against   Abstentions   Broker Non-Votes
82,789,288     1,031,481      1,705,660           -



(3) Proposal n ° 3 – Proposal for a charter and internal regulations



Votes For    Votes Against   Abstentions   Broker Non-Votes
20,689,187     1,031,481      1,705,761           -



(4) Proposal n ° 4A – Advisory guiding documents Proposal A



Votes For    Votes Against   Abstentions   Broker Non-Votes
20,478,060     1,242,679      1,705,690           -



(5) Proposal n ° 4B – Advisory guiding documents Proposal B



Votes For    Votes Against   Abstentions   Broker Non-Votes
18,762,069     2,958,561      1,705,799           -



(6) Proposal n ° 4C – Advisory guiding documents Proposal C



Votes For    Votes Against   Abstentions   Broker Non-Votes
20,538,093     1,181,568      1,706,768           -



(7) Proposal n ° 4D – Advisory guiding documents Proposal D



Votes For    Votes Against   Abstentions   Broker Non-Votes
20,447,929     1,272,809      1,705,691           -



(8) Proposal n ° 4E – Advisory guiding documents Proposal E



Votes For    Votes Against   Abstentions   Broker Non-Votes
19,278,636     2,441,699      1,706,094           -

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(9) Proposal n ° 5 – The Nasdaq proposal



Votes For    Votes Against   Abstentions   Broker Non-Votes
20,689,188     1,031,581      1,705,660           -



(10) Proposal n ° 6 – The proposal for an incentive action plan



Votes For    Votes Against   Abstentions   Broker Non-Votes
19,830,583     1,888,984      1,706,862           -



(11) Proposal n ° 7 – The ESPP proposal



Votes For    Votes Against   Abstentions   Broker Non-Votes
19,342,087     2,377,681      1,706,661           -



(12) Proposal n ° 8 – The postponement proposal

As there were sufficient votes to approve the above proposals, the “postponement proposal” described in the proxy statement / prospectus / solicitation of consents was not presented to shareholders.

Based on the results of the EGM, and subject to the satisfaction or waiver of certain other closing conditions as described in the proxy statement / prospectus / solicitation of consent, transactions (the “transactions” ) contemplated by this business combination agreement, dated
July 23, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Dragoneer, Redwood Opportunity Merger Sub, Inc., a Delaware company, Redwood Merger Sub LLC, a
Delaware limited liability company, and Papay Topco, Inc., a Delaware
Company (“Cvent”), including Domestication and Mergers (as those terms are defined in the proxy statement / prospectus / consent solicitation) (Domestication and Mergers as well as other transactions contemplated by the business combination agreement, collectively the “Business Combination”), are expected to be completed on December 8, 2021. Following completion of the Transactions, the common shares of New Cvent (as that term is defined in the proxy statement / prospectus / solicitation of consent) are expected to begin trading on the Nasdaq Global Select market under the symbol “CVT” the
December 9, 2021.

Article 7.01 Regulation FD Disclosure.

As part of the business combination, the holders of 23,313,333 Class A ordinary shares of Dragoneer exercised their right to repurchase their shares in cash at a repurchase price of approximately $ 10.00 per share, for a total reimbursement amount of $ 233,133,330.00.

Article 8.01 Other events.

At December 7, 2021, the Company issued a press release announcing the results of the EGM. A copy of the press release is included as Exhibit 99.1 of this report and incorporated herein by reference.

Forward-looking statements

This communication contains forward-looking statements based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may”, “will”, “may”, “should”, “should”, “expect”, “intend”, “foresee”, “anticipate,” “believe”, “estimate”, “predict”, “project”, “potential”, “continue”, “in progress” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from the information expressed or implied by such forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known to us and on our projections for the future, which are subject to a number of risks. The forward-looking statements in this communication include, but are not

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limited to statements regarding future events, such as the proposed business combination between Dragoneer and Cvent, including the timing and structure of the transaction, the likelihood and ability of the parties to successfully complete the business combination, the PIPE and the forward purchase contract (as these terms are defined in the declaration of proxy / prospectus / solicitation of consent), the amount of funds available in the trust account as a result of shareholder buybacks or otherwise, as well as statements on the composition of the board of directors of the company. We cannot assure you that any forward-looking statements contained in this communication will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, general economic, political, business and competitive conditions; the inability of the parties to complete the Business Combination or the occurrence of an event, change or other circumstances which could result in the termination of the Business Combination Agreement or any related agreement or could otherwise cause the transaction to fail; the outcome of any legal proceedings that may be initiated against the parties following the announcement of the Business Combination and the operations contemplated by the Business Combination; the ability of existing investors to repurchase the ability to complete the business combination due to the failure to obtain Dragoneer’s shareholder approval, or the risk that Dragoneer’s shareholder approval for the potential transaction will not be obtained otherwise; failure to comply with the other closing conditions of the Business Combination Agreement or otherwise, the occurrence of any event that may result in the termination of the Business Combination Agreement; the inability to obtain financing to complete the business combination, including to complete the PIPE or the transactions contemplated by the forward purchase contract; the ability to recognize the expected benefits of the Business Combination; the impact of COVID-19 on Cvent’s the company and / or the capacity of the parties to carry out the Business Combination; receiving an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition of obtaining regulatory approval of the Business Combination; the inability to realize the expected benefits of the business combination, including due to a delay in the completion of the potential transaction or the difficulty in integrating the activities of Dragoneer and Cvent; the risk that the business combination will disrupt Dragoneer’s current plans and operations or Cvent following the announcement and completion of the Business Combination; the ability of New Cvent to grow and manage its growth profitably and to retain key employees; the inability to obtain or maintain the listing of the company’s shares post-acquisition on the Nasdaq following the Business Combination; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or failure to obtain, the regulatory approvals required to complete the business combination; costs related to the Business Combination; and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement filed by Dragoneer with the SECOND to October 19, 2021, those included under the heading “Risk Factors” in Dragoneer’s prospectus related to its initial public offering and those under the heading “Summary Risk Factors” in the investor presentation filed as Exhibit 99.3 of the current report by Dragoneer on Form 8-K filed on July 23, 2021. In addition, if forward-looking statements prove to be inaccurate, the inaccuracy may be material. In addition, you are cautioned that past performance may not be indicative of future results. In light of the material uncertainties in these forward-looking statements, you should not rely on such statements in making any investment decision or regard these statements as a representation or guarantee by us or any other person that we will achieve our objectives. and our plans in any way. specified time limit, or not at all. The forward-looking statements contained in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments will change our perspective. However, although we may choose to update these forward-looking statements at any time in the future, we currently have no intention of doing so, except to the extent required by applicable law. Therefore, you should not rely on any such forward-looking statements as representing our views as of a date subsequent to the date of this communication.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibitions.


99.1     Press Release, dated December 7, 2021

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