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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dragoneer Growth Opportunities Corporation III | NASDAQ:DGNU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
98-1560356
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.) |
Title of each class
|
Trading Symbol(s)
|
Name of each exchange
on which registered
|
||
Class A ordinary shares, $0.0001 par value
|
DGNU
|
The Nasdaq Capital Market
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
|
Page
|
|
||
Part I. Financial Information
|
||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
16 | ||||
19 | ||||
19 | ||||
Part II. Other Information
|
||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
21 | ||||
22 |
June 30,
2021 |
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 3,342,461 | $ | — | ||||
Prepaid expenses
|
1,087,070 | — | ||||||
|
|
|
|
|||||
Total Current Assets
|
4,429,531 | — | ||||||
Deferred offering costs
|
— | 66,224 | ||||||
Cash held in Trust Account
|
430,676,061 | — | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$
|
435,105,592
|
|
$
|
66,224
|
|
||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accrued offering costs
|
$ | 653,379 | $ | 18,774 | ||||
Accounts payable and other accrued expenses
|
170,937 | — | ||||||
Promissory note – related party
|
— | 27,450 | ||||||
Convertible note – related party, net of debt discount
|
224,690 |
—
|
||||||
Total current liabilities
|
1,049,006 | 46,224 | ||||||
Warrant liability
|
20,590,233 | — | ||||||
Conversion option liability
|
|
|
2,827,922
|
|
|
|
—
|
|
Deferred underwriting fee payable
|
15,073,661 | — | ||||||
|
|
|
|
|||||
Total Liabilities
|
39,540,822
|
|
|
46,224
|
|
|||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption, 43,067,606 and no shares at $10.00 per share redemption value as of June 30, 2021 and December 31, 2020, respectively
|
430,676,061 | — | ||||||
Shareholders’ (Deficit) Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 43,067,606 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively
|
— | — | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 10,766,902
and 11,500,000 shares
issued and outstanding at June 30, 2021 and December 31, 2020, respectively (1)
|
1,077 | 1,150 | ||||||
Additional
paid-in
capital
|
— | 23,850 | ||||||
Accumulated deficit
|
(35,112,368 | ) | (5,000 | ) | ||||
|
|
|
|
|||||
Total Shareholders’ (Deficit) Equity
|
(35,111,291
|
)
|
|
20,000
|
|
|||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
|
$
|
435,105,592
|
$
|
66,224
|
|
|||
|
|
|
|
(1) |
Included at December
31, 2020
,
are 1,500,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in party by the underwriters. On May 6, 2021 the underwriters partially exercised their over-allotment option and 733,098 Class B ordinary shares were forfeited (see Note 5).
|
Three Months
Ended June 30, |
Six Months Ended
June 30, |
|||||||
2021
|
2021
|
|||||||
Formation costs and other operating expenses
|
$ | 365,526 | $ | 435,889 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(365,526
|
) |
|
(435,889
|
) | ||
Other expense:
|
||||||||
Interest expense – amortization of debt discount
|
|
|
(52,613
|
)
|
|
|
(52,613
|
)
|
Change in fair value of warrant liability
|
(3,021,878 | ) | (2,209,144 | ) | ||||
Loss from issuance of Private Placement Warrants
|
(515,358 | ) | (7,767,566 | ) | ||||
Transaction costs allocable to warrant liability
|
— | (41,191 | ) | |||||
|
|
|
|
|||||
Other expense, net
|
|
(3,589,849
|
)
|
(10,070,514 | ) | |||
Net loss
|
$
|
(3,955,375
|
)
|
$
|
(10,506,403
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding, Class A redeemable ordinary shares
|
41,874,648 | 41,739,364 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A redeemable ordinary shares
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding, Class B
non-redeemable
ordinary shares
|
10,468,662 | 10,439,371 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B
non-redeemable
ordinary shares
|
$
|
(0.38
|
)
|
$
|
(1.01
|
)
|
||
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid-in
Capital |
Accumulated
Deficit |
Total
Shareholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
||||||||||||||||||||||
Balance—January 1, 2021
|
|
—
|
|
$
|
—
|
|
|
11,500,000
|
|
$
|
1,150
|
|
$
|
23,850
|
|
$
|
(5,000
|
)
|
$
|
20,000
|
|
|||||||
Sale of 40,000,000 Units,
underwriting discounts expenses |
40,000,000 | 4,000 | — | — | 377,058,295 | — | 377,062,295 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(40,000,000 | ) | (4,000 | ) | — | — | (377,082,145 | ) | (22,913,855 | ) | (400,000,000 | ) | ||||||||||||||||
Net loss
|
— | — | — | — | — | (6,551,028 | ) | (6,551,028 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—March 31,
2021
(
unaudited
)
|
|
—
|
|
$
|
—
|
|
|
11,500,000
|
|
$
|
1,150
|
|
$
|
—
|
|
$
|
(29,469,883
|
)
|
$
|
(29,468,733
|
)
|
|||||||
Sale of 3,067,606 Class A shares, net of underwriting discounts and offering expenses
|
3,067,606 | 307 | — | — | 28,988,571 | — | 28,988,878 | |||||||||||||||||||||
Forfeiture of 733,098 Founder Shares
|
— | — | (733,098 | ) | (73 | ) | — | 73 | — | |||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(3,067,606 | ) | (307 | ) | — | — | (28,988,571 | ) | (1,687,183 | ) | (30,676,061 | ) | ||||||||||||||||
Net loss
|
— | — | — | — | — | (3,955,375 | ) | (3,955,375 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—June 30,
2021
(
unaudited
)
|
|
—
|
|
$
|
—
|
|
|
10,766,902
|
|
$
|
1,077
|
|
$
|
—
|
|
$
|
(35,112,368
|
)
|
$
|
(35,111,291
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net
|
$ | (10,506,403 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in fair value of warrant liability
|
2,209,144 | |||
Loss from issuance of Private Placement Warrants
|
7,767,566 | |||
Transaction costs allocated to warrant liability
|
41,191 | |||
Amortization of debt discount
|
|
|
52,613
|
|
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(1,067,470 | ) | ||
Accounts payable and accrued expenses
|
170,937 | |||
|
|
|||
Net cash used in operating activities
|
|
(1,332,422
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(430,676,061 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(430,676,061
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
422,062,539 | |||
Proceeds from sale of Private Placement Warrants
|
10,613,522 | |||
Payment
of offering costs
|
(96,281 | ) | ||
Repayment
of promissory note – related party
|
(228,836 | ) | ||
Proceeds from convertible note – related party
|
3,000,000 | |||
|
|
|||
Net cash provided by financing activities
|
|
435,350,944
|
|
|
|
|
|||
Net Change in Cash
|
|
3,342,461
|
|
|
Cash – Beginning of period
|
— | |||
|
|
|||
Cash – End of period
|
$
|
3,342,461
|
|
|
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Offering costs included in accrued offering costs
|
$ | 587,155 | ||
|
|
|||
Offering costs paid through promissory note
|
$ | 181,786 | ||
|
|
|||
Payment of prepaid expenses through promissory note
|
$ | 19,600 | ||
|
|
|||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 430,676,061 | ||
|
|
|||
Deferred underwriting fee payable
|
$ | 15,073,661 | ||
|
|
|
|
|
Initial Classification of conversion option
|
|
$
|
2,827,922
|
|
|
|
Three Months Ended
June 30, 2021 |
Six Months Ended
June 30, 2021 |
|||||||
Redeemable Class A Ordinary Shares
|
||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
||||||||
Interest Income
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Net Earnings allocable to Redeemable Class A Ordinary Shares
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Denominator: Weighted Average Redeemable Class A
Redeemable Class A Ordinary Shares, Basic and Diluted |
41,874,648 | 41,739,364 | ||||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
$ | 0.00 | $ | 0.00 | ||||
Non-Redeemable
Class B Ordinary Shares
|
||||||||
Numerator: Net Loss minus Redeemable Net Earnings
|
||||||||
Net Loss
Redeemable Class A Ordinary Shares
|
$ | (3,955,375 | ) | $ | (10,506,403 | ) | ||
Less: Income
attributable to Redeemable Class A Ordinary Shares
|
— | — | ||||||
|
|
|
|
|||||
Non-Redeemable
Net Loss
|
$ | (3,955,373 | ) | $ | (10,506,403 | ) | ||
Denominator:
Weighted Average Non-Redeemable Class B Ordinary Shares
|
||||||||
Non-Redeemable
Ordinary Shares, Basic and Diluted
|
10,468,662 | 10,439,371 | ||||||
Loss/Basic and Diluted
Non-Redeemable
B Ordinary Shares
|
$ | (0.38 | ) | $ | (1.01 | ) |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
|
|
Level
|
|
|
June 30, 2021
|
|
||
Liabilities:
|
|
|
||||||
Warrant Liability – Private Placement Warrants
|
|
|
3
|
|
|
$
|
20,590,232
|
|
Warrant Liability – Conversion Option
|
|
|
3
|
|
|
|
2,827,922
|
|
As of
June 30, 2021 |
||||
Stock price
|
$ | 10.00 | ||
Strike price
|
$ | 11.50 | ||
Volatility
|
27.0 | % | ||
Risk-free rate
|
1.13 | % | ||
Dividend yield
|
0.0 | % | ||
Fair value of warrants
|
$ | 1.94 |
Warrant
Liabilities |
||||
Fair value as of January 1, 2021
|
$ | — | ||
Initial measurement on March 25, 2021
|
17,252,208 | |||
Change in fair value
|
2,147,792 | |||
Measurement of the additional Private Placement warrants issued on May 6
,
2021
|
1,190,233 | |||
Fair value as of June 30, 2021
|
$ | 20,590,233 | ||
|
|
|
|
Conversion
Option Liability |
|
|
Fair value as of January 1, 2021
|
|
$
|
—
|
|
Initial classification of conversion option
|
|
|
2,827,922
|
|
Change in fair value
|
|
|
—
|
|
|
|
|
|
|
Fair Value as of June 30, 2021
|
|
$
|
2,827,922
|
|
* |
Filed herewith.
|
DRAGONEER GROWTH OPPORTUNITIES CORP. III
|
||||||
Date: August 18, 2021 | By: | /s/ Christian Jensen | ||||
Name: | Christian Jensen | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: August 18, 2021 | By: | /s/ Pat Robertson | ||||
Name: | Pat Robertson | |||||
Title: | President | |||||
(Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director |
1 Year Dragoneer Growth Opportu... Chart |
1 Month Dragoneer Growth Opportu... Chart |
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