Form 10-Q Dragoneer Growth Opportu For: Jun 30
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 |
(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 | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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25 |
June 30, 2022 |
December 31, 2021 |
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(unaudited) |
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ASSETS |
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Current Assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Cash held in Trust Account |
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Total Assets |
$ |
$ |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and other accrued expenses |
$ | $ | ||||||
Accrued offering cost |
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Convertible note |
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Total Current Liabilities |
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Warrant liability |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Deficit |
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Preferred shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
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TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT. |
$ |
$ |
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|
|
|
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For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
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2022 |
2021 |
2022 |
2021 |
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Operating expenses |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other income (expense): |
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Change in fair value of warrant liability |
( |
) | ( |
) | ||||||||||||
Loss from issuance of Private Placement Warrants |
( |
) | ( |
) | ||||||||||||
Interest expense - amortization of debt discount |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Transaction costs allocable to warrant liability |
( |
) | ||||||||||||||
Other income (loss), net |
( |
) | ( |
) | ||||||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Weighted average shares outstanding of Class A ordinary shares (1) |
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Basic and diluted net income (loss) per ordinary share, Class A ordinary shares (1) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Weighted average shares outstanding of Class B ordinary shares (1) |
||||||||||||||||
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares (1) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
(1) | Subsequent to March 31, 2021, the Company adjusted its approach in calculating net income (loss) per share to comply with FASB ASC Topic 260, “Earnings Per Share”. In doing so, the Company adopted a pro-rata approach between its two classes of shares. All share and per-share data have been retroactively restated to reflect this change. |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
in Capital |
Deficit |
(Deficit) |
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Balance – January 1, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – March 31, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | ||||||||||||||||||||||||||
Balance – June 30, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
in Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Forfeiture of |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | ||||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
For the Six Months Ended June 30, |
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2022 |
2021 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Change in fair value of warrant liability |
( |
) | ||||||
Loss from issuance of Private Placement Warrants |
— | |||||||
Transaction costs allocated to warrant liability |
— | |||||||
Amortization of debt discount |
||||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
( |
) | ||||||
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Net cash used in operating activities |
( |
) |
( |
) | ||||
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Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
— | ( |
) | |||||
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Net cash used in investing activities |
( |
) | ||||||
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Cash Flows from Financing Activities: |
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Proceeds from sale of Shares, net of underwriting discounts paid |
— | |||||||
Proceeds from sale of Private Placement Warrants |
— | |||||||
Repayment of promissory note - related party |
— | ( |
) | |||||
Proceeds from convertible note - related party |
— | |||||||
Payment of offering costs |
( |
) | ( |
) | ||||
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Net cash provided by (used in) financing activities |
( |
) |
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Net Change in Cash |
( |
) |
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Cash - Beginning of period |
— | |||||||
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Cash - End of period |
$ |
$ |
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Non-Cash investing and financing activities: |
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Offering costs included in accrued offering costs |
$ | — | $ | |||||
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Offering costs paid through promissory note |
$ | — | $ | |||||
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Payment of prepaid expenses through promissory note |
$ | — | $ | |||||
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Deferred underwriting fee payable |
$ | — | $ | |||||
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|
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Initial classification of conversion option |
$ | — | $ | |||||
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Gross Proceeds |
$ | |||
Less: |
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Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption |
$ | |||
For the Three Months Ended June 30. |
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2022 |
2021 |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Class A Ordinary Shares |
Class B Ordinary Shares |
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Basic and diluted net loss per ordinary share |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
For the Six Months Ended June 30. |
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2022 |
2021 |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Class A Ordinary Shares |
Class B Ordinary Shares |
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Basic and diluted net loss per ordinary share |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
• | 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, 2022 |
December 31, 2021 |
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Liabilities: |
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Warrant Liability—Private Placement Warrants |
3 | $ | $ |
As of June 30, 2022 |
As of December 31, 2021 |
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Stock price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Private Placement Warrants Liabilities |
||||
Fair value as of January 1, 2021 |
$ | |||
Initial measurement on March 25, 2021 |
||||
Changes in fair value (1) |
||||
Measurement of the additional Private Placement warrants issued on May 6, 2021 |
||||
Fair value as of June 30, 2021 |
$ | |||
Fair value as of January 1, 2022 |
$ | |||
Changes in fair value (1) |
( |
) | ||
Fair value as of June 30, 2022 |
$ | |||
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations. |
* | Filed herewith. |
DRAGONEER GROWTH OPPORTUNITIES CORP. III | ||||||
Date: August 1 , 20225 |
By: | /s/ Christian Jensen | ||||
Name: | Christian Jensen | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: August 1 , 20225 |
By: | /s/ Pat Robertson | ||||
Name: | Pat Robertson | |||||
Title: | President | |||||
(Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director |
EXHIBIT 31.1
CERTIFICATION OF PRESIDENT AND CHIEF OPERATING OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christian Jensen, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Dragoneer Growth Opportunities Corp. III; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2022
/s/ Christian Jensen |
Christian Jensen |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Pat Robertson, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Dragoneer Growth Opportunities Corp. III; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2022
/s/ Pat Robertson |
Pat Robertson |
President |
(Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dragoneer Growth Opportunities Corp. III (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Christian Jensen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 15, 2022
/s/ Christian Jensen |
Christian Jensen |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dragoneer Growth Opportunities Corp. III (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Pat Robertson, President and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 15, 2022
/s/ Pat Robertson |
Pat Robertson President |
(Principal Financial Officer and Principal Accounting Officer), Chief Operating Officer and Director |
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