Statement of Ownership (sc 13g)
28 Avril 2022 - 12:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Dragoneer Growth Opportunities Corp. III
(Name
of Issuer)
Class
A ordinary shares, $0.0001 par value
(Title
of Class of Securities)
G28315102
(CUSIP
Number)
April
20, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP:
G28315102
| 1 |
NAME
OF REPORTING PERSON
RP
Investment Advisors LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,425,902 |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
2,425,902 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,425,902 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.63%
(1) |
| 12 |
TYPE OF REPORTING PERSON
PN, IA, FI |
| (1) | Based
upon 43,067,606 Class A ordinary shares issued and outstanding, as reported by the Issuer in its annual report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 2022. |
CUSIP: G28315102
| 1 |
NAME
OF REPORTING PERSON
RP Select
Opportunities Master Fund Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
1,527,393 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
1,527,393 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,527,393 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.55% (1) |
| 12 |
TYPE OF REPORTING PERSON
FI |
| (1) | Based
upon 43,067,606 Class A ordinary shares issued and outstanding, as reported by the Issuer in its annual report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 2022. |
CUSIP: G28315102
| 1 |
NAME
OF REPORTING PERSON
RP Debt Opportunities
Fund Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
98,100 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
98,100 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,100 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.23%
(1) |
| 12 |
TYPE
OF REPORTING PERSON
FI |
| (1) | Based
upon 43,067,606 Class A ordinary shares issued and outstanding, as reported by the Issuer in its annual report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 2022. |
CUSIP: G28315102
| 1 |
NAME
OF REPORTING PERSON
RP Alternative
Global Bond Fund |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
55,741 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
55,741 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,741 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.13%
(1) |
| 12 |
TYPE
OF REPORTING PERSON
FI |
| (1) | Based
upon 43,067,606 Class A ordinary shares issued and outstanding, as reported by the Issuer in its annual report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 2022. |
CUSIP: G28315102
| 1 |
NAME
OF REPORTING PERSON
RP SPAC Fund |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING
POWER
744,668 |
| 7 |
SOLE DISPOSITIVE
POWER
0 |
| 8 |
SHARED DISPOSITIVE
POWER
744,668 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,668 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.73%
(1) |
| 12 |
TYPE
OF REPORTING PERSON
FI |
| (1) | Based
upon 43,067,606 Class A ordinary shares issued and outstanding, as reported by the Issuer in its annual report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 2022. |
ITEM
1 (a): Name of Issuer:
Dragoneer
Growth Opportunities Corp. III (the “Issuer”)
ITEM 1(b): Address of Issuer’s Principal Executive Offices:
One
Letterman Dr
Building
D, Suite M500
San
Francisco, CA 94129
ITEM
2 (a): Name of Person Filing:
This
statement is jointly filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities
Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd.,
RP Alternative Global Bond Fund and RP SPAC Fund (the “Funds”) are the record and direct beneficial owners of the securities
covered by this statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned
by, the Funds.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered
by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i)
acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any
securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
ITEM 2(b): Address of Principal Business Office or, if None, Residence:
The
address of the principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
ITEM 2(c): Citizenship:
See
Item 4 on the cover page(s) hereto.
ITEM 2(d): Title of Class of Securities:
Class
A ordinary shares
ITEM 2(e): CUSIP Number:
G28315102
ITEM
3 : If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person
Filing is a:
| |
(a) |
|
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
(b) |
|
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
(c) |
|
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
(d) |
|
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
(e) |
|
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
(f) |
|
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
(g) |
|
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
(h) |
|
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
(i) |
|
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
| |
(j) |
|
☐ |
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| |
(k) |
|
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
ITEM
4 : Ownership.
| (a) | Amount
Beneficially Owned: See Item 9 on the cover page(s) hereto. |
| (b) | Percent
of Class: See Item 11 on the cover page(s) hereto. |
| (c) | Number
of Shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
| (ii) | Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
| (iii) | Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
| (iv) | Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
| * | The
Class A ordinary shares, par value $0.0001 per share (the “Shares”) of Dragoneer Growth Opportunities Corp. III are held
by RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund (the “Funds”),
which are managed by RP Investment Advisors LP, an Ontario limited partnership (the “Advisor”). The Advisor, in its capacity
as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all Shares held by the Funds.
Accordingly, for the purposes of Reg. Section 240.13d-3, the Advisor may be deemed to beneficially own an aggregate of 2,425,902 Shares,
or 5.63% of the 43,067,606 Shares that were issued and outstanding as reported on the Issuer’s annual report on Form 10-K, filed
with the Securities and Exchange Commission on March 31, 2022. |
This
report shall not be deemed an admission that the Advisor, the Funds or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting
persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary
interest therein.
ITEM
5: Ownership of Five Percent or Less of a Class:
Not
applicable.
ITEM
6 : Ownership of More than Five Percent on Behalf of Another Person:
Not
applicable.
ITEM
7 : Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company:
Not
applicable.
ITEM
8 : Identification and Classification of Members of the Group:
Not
applicable.
ITEM
9 : Notice of Dissolution of a Group:
Not
applicable.
ITEM 10: Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
April 28, 2022 |
RP Investment Advisors LP |
| |
|
| |
By: |
/s/ Richard Pilosof |
| |
|
Name:
|
Richard
Pilosof |
| |
|
Title:
|
Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc. |
| |
|
|
|
| |
RP Select Opportunities Master Fund Ltd. |
| |
|
|
|
| |
By: |
/s/ Richard Pilosof |
| |
|
Name:
|
Richard
Pilosof |
| |
|
Title: |
Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc. |
| |
|
|
|
| |
RP Debt Opportunities Fund Ltd. |
| |
|
|
|
| |
By: |
/s/ Richard Pilosof |
| |
|
Name:
|
Richard
Pilosof |
| |
|
Title: |
Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc. |
| |
|
|
|
| |
RP ALTERNATIVE GLOBAL BOND FUND |
| |
|
|
|
| |
By: |
/s/ Richard Pilosof |
| |
|
Name:
|
Richard
Pilosof |
| |
|
Title: |
Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc. |
| |
|
|
|
| |
RP SPAC FUND |
| |
|
|
|
| |
By: |
/s/ Richard Pilosof |
| |
|
Name:
|
Richard
Pilosof |
| |
|
Title: |
Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc. |
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