Attached files
file | filename |
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EX-23.1 - EX-23.1 - Dragoneer Growth Opportunities Corp. II | d11083dex231.htm |
EX-5.1 - EX-5.1 - Dragoneer Growth Opportunities Corp. II | d11083dex51.htm |
As filed with the Securities and Exchange Commission on November 16, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DRAGONEER GROWTH OPPORTUNITIES CORP. II
(Exact name of registrant as specified in its 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 registrants 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 to:
Paul D. Tropp, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Telephone: (212) 596-9000 |
Marc D. Jaffe Ryan J. Maierson Jim Morrone Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 |
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. ☒ 333-249767
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, a 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 securities to be registered |
Amount to be Registered |
Proposed maximum offering price per share(1) |
Proposed maximum aggregate offering price(1) |
Amount of registration fee | ||||
Class A ordinary shares, $0.0001 par value(2)(3) |
4,600,000 Shares | $10.00 | $46,000,000 | $5,019(4) | ||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-249767). |
(3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-249767), which was declared effective by the Securities and Exchange Commission on November 16, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $46,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-249767) (the Prior Registration Statement), initially filed by the Registrant on October 30, 2020, and declared effective by the Securities and Exchange Commission on November 16, 2020. This Registration Statement covers the registration of an additional 4,600,000 Class A ordinary shares, $0.0001 par value, of the Registrant. The required opinion of counsel and related consent and accountants consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commissions account at U.S. Bank as soon as practicable (but no later than the close of business as of November 17, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than November 17, 2020.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-249767) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, California, on the 16th 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Marc Stad Marc Stad |
Chief Executive Officer, (Principal Executive Officer) and Chairman |
November 16, 2020 | ||
/s/ Pat Robertson Pat Robertson |
President, (Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director |
November 16, 2020 | ||
Sarah J. Friar |
Director | November 16, 2020 | ||
/s/ David D. Ossip David D. Ossip |
Director | November 16, 2020 | ||
/s/ Gokul Rajaram Gokul Rajaram |
Director | November 16, 2020 | ||
/s/ Jay Simons Jay Simons |
Director | November 16, 2020 |