DGNS Dragoneer Growth Opportunities Corporation II

Prospectus Supplement No. 4 (to Prospectus dated January 3, 2022)	Filed Pursuant to Rule 424(b)(3) Registration No. 333-261787

 

CVENT HOLDING CORP.

 

Up to 514,048,249 Shares of Common Stock

 

This prospectus supplement updates and supplements the prospectus dated January 3, 2022, as supplemented or amended from time to time (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261787). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

 

The Prospectus relates to (a) the issuance by us of up to 155,644 shares of our common stock, par value $0.0001 per share (“Common Stock”), upon the exercise of options by former employees and (b) the resale from time to time of up to 513,892,605 shares of Common Stock (including 37,389,301 shares issuable upon exercise of options) by existing holders named in the Prospectus.

This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

Our Common Stock is listed on The Nasdaq Global Market under the symbol “CVT.” On May 20, 2022, the closing sale price of our Common Stock was $5.11.

 

Investing in our Common Stock involves risks that are described in the “Risk Factors” section beginning on page 12 of the Prospectus, and under similar headings in any further amendments or supplements to the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is May 23, 2022.

 

 

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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): May 18, 2022

 

 

CVENT HOLDING CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39709	98-1560055
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1765 Greensboro Station Place 7th Floor
Tysons, Virginia				22102
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 703 226-3500

 

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CVT		The NASDAQ Global Market

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. ☐

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2022, the Board of Directors (the “Board”) of Cvent Holding Corp. (the “Company”) appointed Julie Iskow as a member of the Board, effective immediately following the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Iskow replaced Sanju Bansal, whose term expired at the Annual Meeting. Ms. Iskow will serve as a Class I director until the Company’s 2025 Annual Meeting of Stockholders and until such time as her successor is duly elected and qualified, or until her earlier death, resignation or removal. Ms. Iskow was also appointed to serve on the Audit Committee of the Board. The Board has determined that Ms. Iskow is an independent director under applicable Nasdaq rules.

 

There are no arrangements or understandings between Ms. Iskow and any other person pursuant to which Ms. Iskow was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”)) between Ms. Iskow and the Company. In connection with Ms. Iskow’s service as a member of the Board, she will receive the same compensation paid by the Company to its non-employee directors as disclosed in the Company’s 2022 Annual Meeting Proxy Statement, filed on April 8, 2022 (the “2022 Proxy Statement”). In addition to this compensation, the Company will enter into its standard form of indemnification agreement with Ms. Iskow, the form of which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on December 14, 2021.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 18, 2022, the Company held its Annual Meeting. The proposals considered at the Annual Meeting are described in the 2022 Proxy Statement. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below:

 

 

Name		For				Withheld				Broker Non-Votes
Betty Hung			354,099,026				3,332,901				1,380,177
Maneet S. Saroya			354,098,820				3,333,107				1,380,177

 

 

For				Against				Abstain				Broker Non-Votes
	358,808,626				3,323				155				1,380,177

 

 

1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
	357,420,493				2,319				1,737				7,378				1,380,177

 

 

 

Based on the results of the advisory vote, and consistent with the previously approved recommendation of the Board to its stockholders, the Company has determined to conduct an advisory vote on executive compensation every year until the next advisory vote on the frequency of conducting future advisory votes on executive compensation, which is expected to occur no later than the Company’s 2028 annual meeting of stockholders.

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			CVENT HOLDING CORP.
Date:	May 23, 2022	By:	/s/ William J. Newman, III
			William J. Newman, III, SVP and Chief Financial Officer

 

 

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