DGNR Dragoneer Growth Opportunities Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2021

222 Merchandise Mart Plaza Suite 900

Chicago, IL 60654

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 621-8070

Dragoneer Growth Opportunities Corp.

One Letterman Drive

Building D, Suite M500

San Francisco, CA 94129

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Introductory Note

On July 30, 2021 (the “Closing Date”), Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company and our predecessor company (“Dragoneer”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of February 2, 2021 (as amended on April 22, 2021 by Amendment No. 1 to the Business Combination Agreement and on July 6, 2021 by Amendment No. 2 to the Business Combination Agreement, 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”), and the other transactions contemplated by the Business Combination Agreement (together with the Business Combination, the “Transactions”).

Pursuant to the Business Combination Agreement, on the Closing Date, (i) Dragoneer changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which Dragoneer changed its name to “CCC Intelligent Solutions Holdings, Inc.” (“New CCC” or the “Company”) and (ii) Chariot Merger Sub merged with and into CCC (the “Merger”), with CCC as the surviving company in the Merger and, after giving effect to such Merger, CCC becoming a wholly-owned subsidiary of New CCC.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each share and equity award of CCC outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock of New CCC, par value $0.0001 per share (“Common Stock”), or comparable vested equity awards that are settled or are exercisable for shares of Common Stock, as applicable, based on an implied CCC vested equity value of $5,740,750,000, subject to adjustments set forth in the Business Combination Agreement.

Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company, a Delaware corporation, and its consolidated subsidiaries. All references herein to the “Board” refer to the board of directors of the Company. All references herein to the “Closing” refer to the closing of the transactions contemplated by the Business Combination Agreement, including the Domestication, the Merger, the transactions contemplated by subscription agreements entered into by Dragoneer and certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors collectively committed to subscribe for an aggregate of 15,000,000 shares of Common Stock for an aggregate purchase price of $150,000,000 (the “PIPE Financing”) and the transactions contemplated by the forward purchase agreements entered into by Dragoneer and certain investors (the “FPA Investors”) pursuant to which the FPA Investors collectively committed to purchase an aggregate of 17,500,000 units, each consisting one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share for $11.50 per share, for a purchase price of $10.00 per unit for an aggregate purchase price of $175,000,000 (the “FPA Financing”).

A description of the Business Combination and the terms of the Business Combination Agreement are included in the definitive proxy statement/prospectus (File No. 333-254845) (the “Proxy Statement/Prospectus”) filed by Dragoneer with the Securities and Exchange Commission (the “SEC”) on July 6, 2021 in the section titled “Business Combination Proposal.”

(ii) the shareholders party thereto have been granted certain customary registration rights with respect to their respective shares of Common Stock, and (iii) the Sponsor Holders have been granted certain rights to nominate directors for election to the Board and, in the case of the Advent Investor, certain additional rights with respect to such representation, in each case, on the terms and subject to the conditions therein.

In particular, the Shareholder Rights Agreement provides for the following registration rights:

Moreover, under the Shareholder Rights Agreement, each of the Sponsor Holders is entitled to certain rights to nominate directors for election to the Board. For so long as the Advent Investor holds equity securities of New CCC constituting at least 50% of the number of such securities it held immediately after the Closing, it will be entitled to nominate six (6) directors (at least three (3) of whom must be independent under NYSE rules), with such right decreasing to four (4) directors (at least two (2) of whom must be independent under NYSE rules) at such time as the Advent Investor holds at least 25% but less than 50% of the number of such securities it held immediately after the Closing, and decreasing to two directors (at least one of whom must be independent under NYSE rules) at such time as the Advent Investor holds at least 10% but less than 25% of the number of such securities it held at the Closing, and then terminating at such time as the Advent Investor holds less than 10% of the number of such securities it held immediately after the Closing. Each of the OH Investor and the TCV Investor will be entitled to nominate one (1) director for so long as such Sponsor Holder holds a number of equity securities of New CCC constituting at least 60% of the number of such securities it held immediately after the Closing, with such right terminating at such time as such Sponsor Holder holds less than 60% of the number of such securities it held immediately after the Closing. The Sponsor will be entitled to nominate, at its election, either one (1) director or one (1) non-voting board observer until the first annual meeting of New CCC stockholders following the Closing Date. Additionally, for so long as at least one (1) director nominated by the Advent Investor is serving on the Board, the Advent Investor will have the right to have at least one (1) such director serve on each committee of the Board. The Shareholder Rights Agreement also contains customary indemnification, insurance and expense reimbursement obligations of New CCC.

Finally, pursuant to the Shareholder Rights Agreement, to the fullest extent permitted by law, the doctrine of corporate opportunity and any analogous doctrine will not apply to (i) any Sponsor Holder, (ii) any director or officer of New CCC who is not a full-time employee of New CCC or any of its subsidiaries or (iii) any affiliate, partner, advisory board member, director, officer, manager, member or shareholder of any Sponsor Holder who is not a full-time employee of New CCC or any of its subsidiaries, and New CCC will renounce any interest or expectancy in, or being offered an opportunity to participate in, business opportunities that are from time to time presented to any such person described in (i), (ii) or (iii).

The foregoing description of the Shareholder Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of Shareholder Rights Agreement, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

prior to the Effective Time was exchanged for comparable equity awards of New CCC, and each warrant to purchase Class A or Class B ordinary shares of Dragoneer were exchanged for a warrant to purchase Common Stock. Immediately after giving effect to the Transactions, there were 594,545,380 shares of Common Stock outstanding, 35,100,000 warrants to acquire shares of Common Stock outstanding and 57,871,408 shares of Common Stock subject to outstanding equity awards under the Incentive Equity Plan (as defined below). After the Closing Date, Dragoneer’s Class A ordinary shares, warrants and units ceased trading on the New York Stock Exchange (the “NYSE”) and New CCC’s Common Stock and warrants began trading on the NYSE.

The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus in the section titled “Business Combination Proposal—The Business Combination Agreement”, which is incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this Current Report on Form 8-K include statements relating to our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination, future financial performance and business strategies and expectations for its business. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus include, for example, statements about:

The forward-looking statements contained in this Current Report on Form 8-K are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or

performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the Proxy Statement/Prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Business and Properties

The business and properties of Dragoneer and CCC prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Information about Dragoneer” and “Information about CCC”, which are incorporated herein by reference.

Risk Factors

The risk factors related to CCC’s business and operations are described in the Proxy Statement/Prospectus in the section titled “Risk Factors”, which is incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01(a) of this Current Report on Form 8-K with respect to CCC, which is incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial Information

Reference is made to the disclosure set forth in Item 9.01(b) of this Current Report on Form 8-K, which is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCC prior to the Business Combination are described in the Proxy Statement/Prospectus in the section titled “CCC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated herein by reference.

Directors and Executive Officers

New CCC’s directors and executive officers are described in the section titled “Management of New CCC Following the Business Combination” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of Common Stock immediately following consummation of the Transactions by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security.

Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options, within 60 days. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the Closing Date or subject to restricted stock units that vest within 60 days are considered outstanding and beneficially owned by the person holding such warrants, options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the Company believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The percentage of beneficial ownership of New CCC is calculated based on 594,545,380 shares of Common Stock outstanding immediately after giving effect to the Transactions.

Independence of our Board of Directors

Information with respect to the independence of New CCC’s directors is set forth in the section titled “Management of New CCC Following the Business Combination—Director Independence” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Committees of the Board of Directors

Information with respect to the composition of the committees of the Board is set forth in the section titled “Management of New CCC Following the Business Combination—Committees of the Board of Directors” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Executive and Director Compensation

A description of the compensation of the executive officers of Dragoneer and named executive officers of CCC before the consummation of the Transactions is set forth in the sections titled “Information About Dragoneer—Executive Compensation and Director Compensation and Other Interests” and “CCC’s Executive and Director Compensation”, respectively, of the Proxy Statement/ Prospectus, which is incorporated herein by reference.

At the Extraordinary General Meeting, the Dragoneer stockholders approved the Incentive Equity Plan (as defined below). The summary of the Incentive Equity Plan is set forth in the section titled “Incentive Equity Plan Proposal” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Certain Relationships and Related Person Transactions

Certain relationships and related person transactions are described in the section titled “Certain Relationships and Related Person Transactions” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section titled “Information about CCC—Legal Proceedings” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

The common stock, par value $0.0001 per share, of New CCC and warrants to purchase Common Stock began trading on the NYSE under the symbol “CCCS” and “CCCS WS”, respectively, on August 2, 2021. As of immediately after the Closing Date, there were approximately 164 registered holders of Common Stock.

New CCC has not paid any cash dividends on shares of its Common Stock. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other things, New CCC’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale of certain unregistered securities, which is incorporated herein by reference.

Description of Company’s Securities

The description of New CCC’s securities is contained in the section titled “Description of New CCC Securities” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Description of the Warrants

A description of the Company’s warrants is included in the section titled “Description of New CCC Securities—Warrants” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Indemnification of Officers and Directors

Information about indemnification of New CCC’s directors and officers is set forth in the section titled “Description of New CCC Securities—Limitations on Liability and Indemnification of Officers and Directors” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

of the Exchange Act. Holders of uncertificated shares of Dragoneer’s Class A ordinary shares prior to the Closing have continued as holders of shares of uncertificated shares of New CCC’s Common Stock. After consummation of the Transactions, the Common Stock and warrants to purchase Common Stock were listed on the New York Stock Exchange under the symbols “CCCS” and “CCCS WS,” respectively, and the CUSIP numbers relating to the Common Stock and warrants were changed to 12510Q 100 and 12510Q 118, respectively. Holders of Dragoneer’s shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that New CCC is the successor to Dragoneer.

2021, directors Mr. Ingram and Ms. Williams were each granted time-vested options to purchase 500 shares of common stock of CCC vesting in equal annual installments over the five-year period following the grant date, subject to the optionholder’s continued service with CCC through the applicable vesting date.

Reference is made to the disclosure described in the section titled “Management of New CCC Following the Business Combination” of the Proxy Statement/Prospectus, which is incorporated herein by reference.

New CCC 2021 Equity Incentive Plan

At the special meeting of Dragoneer stockholders held on June 29, 2021, Dragoneer stockholders considered and approved New CCC 2021 Equity Incentive Plan (the “Incentive Equity Plan”). The Incentive Equity Plan allows New CCC to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. The Dragoneer Board anticipates that providing such persons with a direct stake in New CCC will assure a closer alignment of the interests of such individuals with those of New CCC and its stockholders, thereby stimulating their efforts on New CCC’s behalf and strengthening their desire to remain with New CCC.

CCC has initially reserved 147,035,215 shares of Common Stock for the issuance under the Incentive Equity Plan (the “Initial Limit”), including 57,983,325 shares of Common Stock reserved for issuance upon the exercise of existing options. The Incentive Equity Plan provides that the number of shares reserved and available for issuance under the Incentive Equity Plan will automatically increase each January 1, beginning on January 1, 2022, by 5.0% of the outstanding number of shares of Common Stock on the immediately preceding December 31, or such lesser amount as determined by the Board (the “Annual Increase”). This limit is subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, reverse stock split or other similar change in New CCC’s capitalization. The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Incentive Equity Plan Proposal shall not exceed the Initial Limit cumulatively increased on January 1, 2022 and on each January 1 thereafter by the Annual Increase or a lesser amount determined by the Board.

A more complete summary of the terms of the Incentive Equity Plan is set forth in the section titled “Incentive Equity Plan Proposal” of the Proxy Statement/Prospectus, which is incorporated herein by reference. That summary and the

foregoing description of the Incentive Equity Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Incentive Equity Plan, which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Employment Agreements

The Company is party to employment agreements with each of its named executive officers: Githesh Ramamurthy, its Chief Executive Officer and Chairman, Brian Herb, its Executive Vice President, Chief Financial and Administrative Officer, and Barrett Callaghan, its Executive Vice President, Markets and Customer Success. The details of such agreements with Mr. Ramamurthy, Mr. Herb and Mr. Callaghan are described in the section titled “CCC’s Executive and Director Compensation—Executive Employment Arrangements,” which is incorporated herein by reference. That summary and the foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the text of the employment agreements, which are attached as Exhibits 10.13, 10.14 and 10.15 hereto and incorporated herein by reference.

Indemnification Agreements

As of the Closing Date, New CCC entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by New CCC of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to New CCC or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, forms of which are filed herewith as Exhibits 10.16 and are each incorporated herein by reference.

A description of the compensation of the executive officers of Dragoneer and named executive officers of CCC before the consummation of the Transactions is set forth in the sections titled “Information About Dragoneer—Executive Compensation and Director Compensation and Other Interests” and “CCC’s Executive and Director Compensation”, respectively, of the Proxy Statement/ Prospectus, which is incorporated herein by reference.

The audited consolidated financial statements of Dragoneer as of and for the period from July 3, 2020 (inception) to December 31, 2020, the related notes and report of independent registered public accounting firm are set forth in the Proxy Statement/Prospectus, and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed financial information as of and for the three months ended March 31, 2021 and for the year ended December 31, 2020 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(c) Exhibits.