ITEM 2.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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References in this report (the Quarterly Report) to we, us or the Company refer to
Dragoneer Growth Opportunities Corp. References to our management or our management team refer to our officers and directors, references to the Sponsor refer to Dragoneer Growth Opportunities Holdings. The
following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note
Regarding Forward-Looking Statements
This Quarterly Report includes forward-looking statements that are not historical facts and involve
risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in
this Managements Discussion and Analysis of Financial Condition and Results of Operations regarding the Companys financial position, business strategy and the plans and objectives of management for future operations, are
forward-looking statements. Words such as expect, believe, anticipate, intend, estimate, seek and variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect managements current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the Risk Factors section of the Companys final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the SEC). The
Companys securities filings can be accessed on the EDGAR section of the SECs website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on July 3, 2020 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. 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 intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a
combination of cash, equity and debt.
We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans
to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2020 were organizational
activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after
the completion of our Business Combination. We may generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.
For the period from July 3, 2020 (inception) through September 30, 2020, we had a net loss of $42,685, which consisted of formation and operating
expenses.
Liquidity and Capital Resources
Until the
consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and advances from our Sponsor.
On August 18, 2020, we consummated the Initial Public Offering of 69,000,000 Units, which included the full exercise by the underwriters of the
over-allotment option to purchase an additional 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 15,800,000
Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $15,800,000.
Following the Initial Public
Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $690,000,000 was placed in the Trust Account. We incurred $38,924,273 in transaction costs, including $13,800,000 of underwriting fees,
$24,150,000 of deferred underwriting fees and $974,273 of other offering costs in connection with the Initial Public Offering and the sale of the Private Placement Warrants.
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