UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): June 1 15, 2023

CVENT HOLDING CORP.

(Exact name of ~~Registrant~~registrant as specified in its ~~Charter~~charter)

Delaware	001-39709	98-1560055
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1765 Greensboro Station Place, 7th Floor

Tysons, VA 22102

(Address of principal executive offices)

(703) 226-3500

(Registrant’s telephone number, including area code)

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 ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	~~Trading symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common stock, $0.0001 par value per share	CVT	The NASDAQ Global Market
Common Stock, $0.0001 par value	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. ☐

~~Item 5.07.~~Introductory ~~Submission~~Note ~~of Matters to a Vote of Security Holders.~~

AtThis aCurrent ~~special~~Report ~~meeting~~on ofForm 8-K ~~stockholders~~is ofbeing ~~Cvent~~filed ~~Holding~~in ~~Corp.~~connection (with the ~~“Company”)~~completion ~~held~~of onthe ~~June 1,~~previously ~~2023~~announced Merger (~~the~~as ~~“Special~~described ~~Meeting”~~below), ~~the~~pursuant ~~Company’s~~to ~~stockholders~~that ~~voted~~certain toAgreement ~~approve~~and ~~the~~Plan ~~Company’s~~of ~~pending~~Merger, ~~acquisition~~dated byas ~~affiliates~~ of ~~funds~~March 14, ~~managed~~2023 by(the ~~affiliates~~“Merger ofAgreement”), ~~Blackstone~~by ~~Inc.~~and Asamong ofCvent ~~the~~Holding ~~date~~Corp., ofa ~~this~~Delaware ~~Current~~corporation ~~Report~~(“Cvent” onor ~~Form 8-K,~~ the ~~transaction~~“Company”), isCapstone ~~expected~~Borrower, toInc., ~~close~~a onDelaware orcorporation ~~about~~(“Parent”), ~~June~~and 15Capstone Merger Sub, ~~2023~~Inc., asa ~~described~~Delaware incorporation ~~the~~and ~~Company’s~~a ~~proxy~~wholly ~~statement~~owned ~~for~~subsidiary ~~the~~of ~~Special~~Parent ~~Meeting~~(“Merger ~~filed~~Sub”). ~~with~~Parent ~~the~~and ~~U.S.~~Merger ~~Securities~~Sub ~~and~~are ~~Exchange~~affiliates ~~Commission~~of oninvestment ~~May 3,~~funds ~~2023~~managed ~~(the~~by ~~“Proxy~~affiliates ~~Statement”)~~of Blackstone Inc.

AtOn ~~the Special Meeting~~June 15, 2023 (the ~~Company’s~~“Closing ~~stockholders~~Date”), ~~voted~~pursuant onto the ~~proposals~~Merger ~~listed below~~Agreement, ~~which~~Merger ~~are~~Sub ~~described~~merged inwith ~~detail~~and ininto the ~~Proxy~~Company ~~Statement.~~(the ~~The~~“Merger”), ~~final~~with ~~results for~~ the ~~votes~~Company ~~regarding~~surviving ~~each~~the ~~proposal~~Merger ~~are~~as ~~set~~a ~~forth~~wholly ~~below.~~owned ~~There~~subsidiary ~~were~~of noParent ~~recorded~~(the ~~broker~~“Surviving ~~non-votes~~Corporation”).

~~Proposal~~Item 1:.02 ~~The~~Termination ~~Merger~~of ~~Proposal~~a Material Definitive Agreement.

ToThe ~~adopt~~information ~~the~~set ~~Agreement~~forth ~~and~~under ~~Plan~~Item 2.01 of ~~Merger,~~this ~~dated~~Current asReport ofon ~~March~~Form ~~14,~~8-K ~~2023~~is ~~(as~~incorporated ~~it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),~~ by ~~and~~reference ~~among~~into ~~the~~this ~~Company,~~Item ~~Capstone Borrower, Inc~~1.~~, a Delaware corporation (“Parent”), and Capstone Merger Sub, Inc~~02., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

~~The~~Concurrently ~~following~~with ~~votes~~the ~~were~~closing ~~cast~~of atthe Merger, the ~~Special~~Company ~~Meeting~~terminated ~~(in~~that ~~person~~certain orCredit byAgreement, ~~proxy)~~dated as of May 27, 2022, by and among Papay Holdco, LLC, Cvent, Inc., the ~~proposal~~other ~~was~~loan ~~approved:~~parties thereto, and PNC Bank, National Association, as administrative agent, and concurrently repaid all advances and other obligations outstanding thereunder.

Votes For		VotesAgainst		Abstentions
455,816,851		25,387		5,503

Item 2.01

Completion of Acquisition or Disposition of Assets.

~~Proposal~~The 2:information ~~The~~set ~~Compensation~~forth ~~Proposal~~in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

ToAt ~~approve~~the effective time of the Merger (the “Effective Time”), onsubject anto ~~advisory~~the terms and conditions of the Merger Agreement, ~~non-binding~~(i) except ~~basis~~as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, each share of common stock, par value $0.0001 per share, of the ~~compensation~~Company (the “Company Common Stock”), that ~~will~~was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock that were held by the Company as treasury stock or ~~may~~owned beby ~~paid~~Parent, Merger Sub or ~~may~~any ~~become~~other ~~payable~~subsidiaries tothereof, ~~the~~or any shares of Company’s ~~named~~Common ~~executive~~Stock ~~officers~~as to which appraisal rights have been properly exercised in ~~connection~~accordance with Delaware law) was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $8.50, without interest thereon (the “Per Share Price”), and (ii) each share of Company Common Stock that was held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, in each case, as of immediately prior to the Effective Time, was automatically cancelled and extinguished without any conversion thereof or consideration paid therefor.

~~The~~In ~~following~~addition, ~~advisory~~pursuant ~~votes~~to ~~were cast at~~ the ~~Special~~Merger ~~Meeting~~Agreement, ~~(in~~at ~~person or by proxy) and~~ the ~~non-binding~~Effective ~~proposal was approved~~Time:

Votes For		VotesAgainst		Abstentions
454,878,691		39,838		929,212

•

each Company stock option (a “Company Option”) that was vested and outstanding as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”) (a “Vested Company Option”), in each case, with an exercise price per share less than the Per Share Price was, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Vested Company Option as of immediately prior to the Effective Time and (ii) the excess of the Per Share Price over the per share exercise price of such Vested Company Option;

~~The~~• ~~proposal~~each toCompany ~~approve~~Option ~~the~~that ~~adjournment~~was outstanding as of immediately prior to the ~~Special~~Effective ~~Meeting~~Time tothat was not a ~~later~~Vested ~~date~~Company orOption ~~dates~~(an “Unvested Company Option”) and had an exercise price per share less than the Per Share Price was, ifat ~~necessary~~the orEffective ~~appropriate~~Time, automatically cancelled and converted into the right to ~~solicit~~receive ~~additional~~an ~~proxies~~amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if ~~there~~any, ~~were~~of ~~insufficient~~the ~~votes~~Per Share Price over the per share exercise price of such Unvested Company Option (the “Cash Replacement Company Option Amounts”), which Cash Replacement Company Option Amounts will, subject to ~~adopt~~the holder’s continued service through the ~~Merger~~applicable ~~Agreement~~vesting dates, ~~was~~generally ~~not~~vest ~~voted~~and ~~upon~~be payable at the ~~Special~~same ~~Meeting~~time ~~since~~as ~~there~~the Unvested Company Options for which the Cash Replacement Company Option Amounts were ~~sufficient~~exchanged ~~votes~~would have vested and been payable pursuant to ~~approve~~its ~~proposal 1~~terms; provided that each Company Option granted in 2022 (other than any Company Options granted to Rajeev K. Aggarwal, the Chief Executive Officer of the Company) will be modified so that the tranche of such Company Option that would have otherwise vested in 2026 will instead vest (a) 40% on July 1, 2024 and (b) 60% on March 31, 2025, in each case, subject to the holder’s continued service through the applicable vesting dates and generally become payable on the Company’s ordinary course payroll immediately preceding (or, if applicable, on) March 15 of the calendar year following the calendar year in which such vesting occurs;

No• ~~other~~each ~~business~~Company ~~properly~~Option ~~came~~with ~~before~~an exercise price per share equal to or greater than the ~~Special~~Per ~~Meeting.~~Share Price was cancelled automatically at the Effective Time for no consideration;

~~Safe~~• ~~Harbor~~each ~~for~~award ~~Forward-Looking~~of ~~Statements~~restricted stock units (“RSUs”) of the Company that was vested and outstanding as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the Transactions (a “Vested Company RSU”) was automatically, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time;

~~This~~• ~~Current~~each ~~Report~~award onof ~~Form~~Company ~~8-K~~RSUs ~~contains~~that ~~and~~was outstanding as of immediately prior to the Effective Time that was not a Vested Company’s ~~other~~RSU ~~filings~~(an ~~and~~“Unvested ~~press~~Company ~~releases~~RSU”) ~~may~~was ~~contain~~automatically, ~~forward-looking~~at ~~statements~~the Effective Time, ~~which~~cancelled ~~include~~and ~~all~~converted ~~statements~~into ~~that~~and dobecame ~~not~~the ~~relate~~right ~~solely~~to receive an amount in cash (without interest and subject to ~~historical~~applicable orwithholding ~~current~~taxes) ~~facts,~~equal ~~such~~to asthe ~~statements~~product ~~regarding~~of ~~our~~(i) ~~expectations,~~the ~~intentions~~Per orShare ~~strategies~~Price ~~regarding~~and (ii) the ~~future.~~total Innumber ~~some~~of ~~cases,~~shares ~~you~~of ~~can~~Company ~~identify~~Common ~~forward-looking~~Stock ~~statements~~subject byto such Unvested Company RSU as of immediately prior to the ~~following~~Effective ~~words:~~Time (the “~~may,~~Cash Replacement Company RSU Amounts”), “which Cash Replacement Company RSU Amounts will,” ~~“could,”~~subject ~~“would,”~~to ~~“should,”~~the ~~“expect,”~~holder’s ~~“intend,”~~continued ~~“plan,”~~service ~~“anticipate,”~~through ~~“believe,”~~the ~~“estimate,”~~applicable ~~“predict,”~~vesting ~~“project~~dates,” ~~“aim,”~~generally ~~“potential,”~~vest ~~“continue,”~~and ~~“ongoing,”~~be ~~“goal,”~~payable ~~“can,”~~at ~~“seek,”~~the ~~“target”~~same ortime as the ~~negative~~Unvested ofCompany ~~these~~RSUs for which the Cash Replacement Company RSU Amounts were exchanged would have vested and been payable pursuant to its terms; orprovided that each award of Company RSUs granted in 2022 (other ~~similar~~than ~~expressions,~~any ~~although~~award ~~not~~of ~~all~~Company ~~forward-looking~~RSUs granted to Mr. Aggarwal) will be modified so that the tranche of such award of Company RSUs that would have otherwise

~~statements~~vested ~~contain~~in ~~these~~2026 ~~words.~~(or ~~These forward-looking statements are based~~ on ~~management’s~~December ~~beliefs~~31, as2025 ~~well~~for asholders ~~assumptions made by, and information currently available to, the Company. Because such statements are~~ based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed Merger may not be completed in ~~a timely manner or at all, which may adversely affect the Company’s business and the price of the Company Common Stock; (ii~~Canada) ~~the~~ ~~failure~~will toinstead ~~satisfy~~vest ~~any of the conditions to the consummation of the proposed transaction;~~ (~~iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay~~ a ~~termination fee; (iv~~) ~~the~~ ~~effect~~40% ~~of the announcement or pendency of the proposed transaction~~ on ~~the~~July ~~Company’s business relationships~~1, ~~operating~~2024 ~~results~~ and ~~business generally;~~ (vb) ~~risks~~ ~~that~~60% ~~the~~on ~~proposed~~March ~~transaction disrupts the Company’s current plans and operations; (vi) the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers~~31, ~~and others with whom it does business~~2025, ~~including~~in ~~hotels~~each ~~and venues~~case, insubject ~~light of the proposed Merger; (vii) risks related~~ to ~~diverting management’s attention from~~ the ~~Company~~holder’s ~~ongoing~~continued ~~business~~service ~~operations;~~through ~~(viii) unexpected costs, charges or expenses resulting from~~ the ~~proposed~~applicable ~~Merger;~~vesting ~~(ix) potential~~dates and ~~ongoing~~generally ~~litigation~~become ~~(including~~payable ~~the~~on ~~Merger Actions) relating to~~ the Merger that could be or has been instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) continued availability of capital and financing and rating agency actions; (xi) certain restrictions during the pendency of the Merger that may impact the Company’s ~~ability~~ordinary tocourse ~~pursue~~payroll ~~certain~~immediately ~~business~~preceding ~~opportunities or strategic transactions;~~ (~~xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war~~ or ~~hostilities or the COVID-19 pandemic~~, asif ~~well as management’s response to any of the aforementioned factors; (xiii) the impact of adverse general and industry-specific economic and market conditions~~applicable, including any impact from ongoing conflict in Ukraine and Russia, and demand for events and meetings, the return to in-person events, demand for advertising and software solutions, and demand for an integrated platform; (xivon) ~~uncertainty~~ as to timing of completion of the proposed Merger; (xv) risks that the benefits of the Merger are not realized when and as expected; and (xvi) other risks described in the Company’s filings with the SEC, such risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K filed with the SEC on March ~~14,~~ ~~2023,~~15 ~~the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, and subsequent filings. While the list~~ of ~~risks and uncertainties presented here is, and~~ the ~~discussion~~calendar ofyear ~~risks~~following ~~and uncertainties presented in~~ the ~~proxy~~calendar ~~statement~~year was, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which ~~could~~such ~~have~~vesting a material adverse effect on the completion of the Merger and/or the Company’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. occurs;

~~Item~~The foregoing description of the Merger and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 92.~~01.~~1 ~~Financial~~to ~~Statements~~the Current Report on Form 8-K filed by the Company with the U.S. Securities and ~~Exhibits~~Exchange Commission (the “SEC”) on March 14, 2023, which is incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company (i) notified the Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, to delist and deregister the shares of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Company Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Price.

Item 5.01

Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02

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

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As a result of the Merger, at the Effective Time, Mr. Aggarwal, Maneet S. Saroya, Nicholas Stahl, Marcela Martin, Betty Hung, David A. Breach, Jim Frankola and Sam Payton each resigned from the Board of Directors of the Company (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of the Company, and the directors of the Merger Sub immediately prior to the Effective Time were appointed as directors of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached to the Merger Agreement (the “Certificate of Incorporation”). In addition, at the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Surviving Corporation (the “Bylaws”), except that all references to Merger Sub were automatically amended and became references to the Surviving Corporation.

Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01

Other Events

On June 15, 2023, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

Item 9.01

Financial Statements and Exhibits

Exhibits


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, by and among Cvent Holding Corp., Capstone Borrower, Inc. and Capstone Merger Sub, Inc., dated as of March 14, 2023 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 14, 2023).

3.1		Amended and Restated Certificate of Incorporation of the Company, effective June 15, 2023.

3.2		Amended and Restated Bylaws of the Company, effective June 15, 2023.

99.1		Press Release, dated as of June 15, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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 hereunto duly authorized.

	Cvent Holding Corp.
	CVENT HOLDING CORP.
Dated: June 1, 2023	By:	/s/ Jeannette Koonce
Date: June 15, 2023	By:	/s/ Jeannette Koonce
		Name: Jeannette Koonce
	Name:	Jeannette Koonce
		Title: VP, General Counsel & Corporate Secretary
	Title:	General Counsel and Corporate Secretary

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