Item 8.01 Other Events.
On February 2, 2021, Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (Dragoneer), entered into
a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, 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). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors
of each of Dragoneer and CCC. Furnished as Exhibit 99.1 hereto is the press release announcing their entry into the Business Combination Agreement.
Concurrently with the execution of the Business Combination Agreement, Dragoneer entered into subscription agreements (the
Subscription Agreements) with certain investors, including, among others, Fidelity Investments, funds and accounts advised by T. Rowe Price Associates, Inc., Altimeter Capital Management L.P., Coatue, D1 Capital Partners L.P.,
Franklin Templeton, Janus Henderson Investors, Maverick Capital, MFS Investment Management and Sunley House Capital (an affiliate of Advent International). Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase,
and Dragoneer agreed to issue and sell to such investors, on the Closing Date (as defined in the Business Combination Agreement) immediately following the Closing (as defined in the Business Combination Agreement), an aggregate of 15,000,000 shares
of Dragoneer Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the PIPE Financing). Furnished as Exhibit 99.2 hereto is the investor presentation that Dragoneer and CCC have
prepared for use in connection with the announcement of the Business Combination.
Additional Information
In connection with the Business Combination, Dragoneer intends to file with the U.S. Securities and Exchange Commissions
(SEC) a Registration Statement on Form S-4 (the Registration Statement), which will include 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, when available, the proxy statement/prospectus in connection with Dragoneers solicitation of proxies
for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain 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 will also be able to obtain copies
of the proxy statement/prospectus, without charge, once available, at the SECs website at www.sec.gov or by directing a request to: Dragoneer Growth Opportunity Corp., One Letterman Drive, Building D, Suite M500, San Francisco, California,
94129.
Participants in the Solicitation
Dragoneer, CCC and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Dragoneers shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the
Business Combination of Dragoneers directors and officers in Dragoneers filings with the SEC, including the Registration Statement to be filed with the SEC by Dragoneer, which will include the proxy statement of Dragoneer for the
Business Combination, and such information and names of CCCs directors and executive officers will also be in the Registration Statement to be filed with the SEC by Dragoneer, which will include the proxy statement of Dragoneer for the
Business Combination.
Forward Looking Statements
This communication contains forward-looking statements that are 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, could, would, should, expect, intend, plan, anticipate,
believe, estimate, predict,