Sec Form 13D Filing - Lynrock Lake LP filing for - 2025-12-31

Item 4 of the Statement is hereby amended and supplemented as follows: Agreement and Plan of Merger On December 29, 2025, the Issuer, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cvent Atlanta, LLC, a Delaware limited liability company ("Parent"), and Summit Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent following the proposed transaction. Parent and Merger Sub are affiliated with Cvent, Inc. and have agreed to acquire all of the Issuer's outstanding shares of common stock for $8.10 per share, in cash. The board of directors of the Issuer (the "Board") has unanimously (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Agreement, including the Merger, are advisable, fair to, and in the best interests of the Issuer and the stockholders of the Issuer, (iii) resolved to recommend that the stockholders of the Issuer adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Issuer's stockholders. Upon the closing of the Merger, the Common Stock will be deregistered under the Exchange Act and cease to be listed for trading on the New York Stock Exchange. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit B hereto and incorporated by reference herein. Voting and Support Agreement In connection with the execution of the Merger Agreement, Parent entered into a separate voting and support agreement (the "Voting and Support Agreement") with individuals and entities, including Lynrock Fund, (collectively, "Supporters"). Pursuant to the Voting and Support Agreement, each Supporter has agreed, among other things, to (i) vote or cause to be voted all of its shares of common stock of the Issuer in favor of the Merger and the transactions contemplated by the Merger Agreement and (ii) prior to the Expiration Time (as defined in the Voting and Support Agreement) and subject to limited exceptions, not to sell or otherwise transfer any of its shares of common stock of the Issuer other than with the consent of Parent. The shares of common stock of the Issuer beneficially owned by the Supporters represented approximately 39% of the outstanding shares of the Issuer's common stock as of December 26, 2025. The adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding common stock of the Issuer is the only vote or approval of the holders of any of the Issuer's capital stock necessary to adopt the Merger Agreement and consummate the Merger. The Voting and Support Agreements each terminate upon a Company Adverse Recommendation Change (as defined in the Merger Agreement). The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, a copy of which is filed as Exhibit C hereto and incorporated by reference herein.

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 42,462,682 shares of the Issuer's common stock outstanding as of December 26, 2025, as represented in the Merger Agreement filed as an exhibit to the Issuer's Current Report on Form 8-K filed with the SEC on December 30, 2025. The Reporting Persons' ownership of the Issuer's securities consists of (i) 8,293,974 shares of common stock held directly by Lynrock Fund and (ii) 90,075 shares of common stock held by Ms. Paul. The preceding does not include an aggregate of 51,020 shares of common stock underlying restricted stock unit awards granted to Ms. Paul pursuant to the Issuer's Non-employee Director Compensation Policy. The shares underlying the awards are reported as common stock beneficially owned by Ms. Paul in her reports filed pursuant to Section 16 of the Exchange Act in accordance with applicable provisions of Section 16 of the Securities Exchange Act and SEC staff interpretive positions. However, because the shares underlying the restricted stock unit awards may not be acquired by Ms. Paul within 60 days of the date hereof, they are not considered to be beneficially owned by Ms. Paul for purposes of Section 13 of the Securities Exchange Act and, therefore, are excluded from the shares reported herein as beneficially owned. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC (the "General Partner"), the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund.

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to this Schedule 13D.

Certain feeder funds that invest in Lynrock Fund may have the right to receive dividends from, and proceeds from the sale of, the common stock directly held by Lynrock Fund.

Not applicable.

A. Joint Filing Agreement, dated February 14, 2023 (incorporated by reference to the Statement, filed on February 14, 2023). B. Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-39965) filed on December 30, 2025). C. Form of Voting and Support Agreement (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K (File No. 001-39965) filed on December 30, 2025).