Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269101
CVENT HOLDING CORP.
Up
to 51,279 Shares of Common Stock
This prospectus relates to the issuance by us of up to 51,279 shares of our common stock, par value $0.0001 per share (Common
Stock), upon the exercise of former employee options (Options) that are not eligible to be registered on Form S-8. We will receive the proceeds from any exercise of any Options for cash.
On December 8, 2021, we consummated the business combination (the Reverse Recapitalization Transaction) contemplated by that
certain Business Combination Agreement, dated as of July 23, 2021 (the Business Combination Agreement), by and among Cvent Holding Corp. (f/k/a Dragoneer Growth Opportunities Corp. II) (we, us,
Cvent or the Company), Redwood Opportunity Merger Sub, Inc., a Delaware corporation (Merger Sub I), Redwood Merger Sub LLC, a Delaware limited liability company (Merger Sub II) and Papay Topco, Inc., a
Delaware corporation (Legacy Cvent), pursuant to which, among other things, promptly following the de-registration of the Company as an exempted company in the Cayman Islands and the
continuation and domestication of the Company as a corporation in the State of Delaware with the name Cvent Holding Corp. (the Domestication), Merger Sub I merged with and into Legacy Cvent (the First Merger),
with Legacy Cvent as the surviving company in the First Merger and, after giving effect to such First Merger, Legacy Cvent became a wholly-owned subsidiary of the Company, and immediately following the First Merger and as part of the same overall
transaction as the First Merger, Legacy Cvent as the surviving company of the First Merger merged with and into Merger Sub II (the Second Merger), with Merger Sub II as the surviving company in the Second Merger and, after giving effect
to such Second Merger, Merger Sub II became a wholly-owned subsidiary of the Company. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the time at which the First Merger became effective (the
First Effective Time), each share and equity award of Legacy Cvent outstanding as of immediately prior to the First Effective Time was exchanged for shares of Common Stock or comparable equity awards that are settled or are exercisable
for shares of Common Stock, as applicable, based on an implied Legacy Cvent equity value of $4,467,973,959.
We will bear all costs,
expenses and fees incident to the registration of the Common Stock to be offered and sold pursuant to this prospectus.
Our Common Stock
is listed on The Nasdaq Global Market (Nasdaq) under the symbol CVT. On December 30, 2022, the closing sale price of our Common Stock was $5.40.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
See the section entitled Risk Factors beginning on page 4 of this prospectus to read about factors
you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 19, 2023.