Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On May 28, 2021, Dragoneer Growth Opportunities Corp. III (the "Company")
received a Notification of Deficiency by the Listing Qualifications Department
at The Nasdaq Stock Market LLC ("Nasdaq") which stated that, because the Company
had not as of the date of the letter filed its Form 10-Q for the period ended
March 31, 2021 (the "Form 10-Q"), it is in violation of Nasdaq Listing Rule
5250(c)(1).
As previously disclosed in the Form 12b-25 filed on May 18, 2021 by the Company
with the U.S. Securities and Exchange Commission (the "SEC"), the Company's
management is reevaluating the accounting treatment of the Company's private
placement warrants (the "Warrants") and of the forward purchase agreement
between the Company and Dragoneer Funding III LLC (the "Forward Purchase
Agreement") in light of the SEC's recently issued "Staff Statement on Accounting
and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies ("SPACs")" (the "Staff Statement"). This Staff Statement issued on
April 12, 2021 informed market participants that warrants issued by SPACs and
former SPACs may need to be reclassified as liabilities with non-cash fair value
adjustments recorded in earnings at each reporting period.
Given the time and focus dedicated to determining the appropriate treatment of
the Warrants and the Forward Purchase Agreement in accordance with the Staff
Statement, the Company was unable to complete and file the Form 10-Q by the
required due date of May 17, 2021 without unreasonable effort and expense. The
Form 10-Qwill be filed as soon as is practicable.
As required by Nasdaq rules, on June 4, 2021, the Company issued a press release
regarding the matters described in this Item 3.01. A copy of the press release
is included as Exhibit 99.1 to this Current Report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated June 4, 2021
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