☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
incorporation or organization)
Identification No.)
Title of each class | Trading Symbol(s) |
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SCALE units, each consisting of one share of Class A common stock, $0.00001 par value, and one-fifth of one redeemable warrant | NDACU | The Nasdaq Stock Market LLC | ||
Shares of Class A common stock included as part of the SCALE units | NDAC | The Nasdaq Stock Market LLC | ||
Redeemable warrants included as part of the SCALE units | NDACW | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 1,982,144 | $ | 25,000 | ||||
Prepaid expenses | 1,216,484 | — | ||||||
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Total Current Assets | 3,198,628 | 25,000 | ||||||
Deferred offering costs | — | 305,000 | ||||||
Marketable securities held in Trust Account | 345,006,441 | — | ||||||
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TOTAL ASSETS | $ | 348,205,069 | $ | 330,000 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accrued expenses | $ | 60,080 | $ | 5,000 | ||||
Accrued offering costs | 416,321 | 305,000 | ||||||
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Total Current Liabilities | 476,401 | 310,000 | ||||||
Warrant Liability | 11,149,408 | — | ||||||
Deferred underwriting fee payable | 12,075,000 | — | ||||||
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Total Liabilities | 23,700,809 | 310,000 | ||||||
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Commitments | ||||||||
Class A common stock subject to possible redemption 31,950,138 and no shares at redemption value at | 319,504,256 | — | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, $0.00001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | ||||||
Class A common stock, $0.00001 par value; 280,000,000 shares authorized; 3,584,862 and no shares issued and outstanding (excluding 31,950,138 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 36 | — | ||||||
Class B common stock, $0.00001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 86 | 86 | ||||||
Additional paid-in capital | 6,338,186 | 24,914 | ||||||
Accumulated deficit | (1,338,304 | ) | (5,000 | ) | ||||
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Total Stockholders’ Equity | 5,000,004 | 20,000 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 348,205,069 | $ | 330,000 | ||||
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SHEETS
June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 1,454,809 | $ | 25,000 | ||||
Prepaid expenses | 1,086,812 | 0 | ||||||
Total Current Assets | 2,541,621 | 25,000 | ||||||
Deferred offering costs | 0 | 305,000 | ||||||
Marketable securities held in Trust Account | 345,018,962 | 0 | ||||||
TOTAL ASSETS | $ | 347,560,583 | $ | 330,000 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accrued expenses | $ | 229,127 | $ | 5,000 | ||||
Accrued offering costs | 4,998 | 305,000 | ||||||
Total Current Liabilities | 234,125 | 310,000 | ||||||
Warrant Liability | 10,151,254 | 0 | ||||||
Deferred underwriting fee payable | 12,075,000 | 0 | ||||||
Total Liabilities | 22,460,379 | 310,000 | ||||||
Commitments | 0 | 0 | ||||||
Class A common stock subject to possible redemption 32,010,020 June 30, 2021 and December 31, 2020, respectively | 320,100,199 | 0 | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, $0.00001 par value; 1,000,000 shares authorized; NaNissued or outstanding | 0 | 0 | ||||||
Class A common stock, $0.00001 par value; 280,000,000 shares authorized; 3,524,980 | 35 | 0 | ||||||
Class B common stock, $0.00001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 86 | 86 | ||||||
Additional paid-in capital | 5,742,244 | 24,914 | ||||||
Accumulated deficit | (742,360 | ) | (5,000 | ) | ||||
Total Stockholders’ Equity | 5,000,005 | 20,000 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 347,560,583 | $ | 330,000 | ||||
THREE MONTHS ENDED MARCH 31, 2021
Operating and formation costs | $ | 121,235 | ||
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Loss from operations | (121,235 | ) | ||
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 6,441 | |||
Change in fair value of warrant liability | (638,925 | ) | ||
Transaction costs incurred in connection with warrant liabilities | (579,585 | ) | ||
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Other expense, net | (1,212,069 | ) | ||
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Loss before income taxes | (1,333,304 | ) | ||
Benefit (provision) for income taxes | — | |||
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Net loss | $ | (1,333,304 | ) | |
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Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption | 32,022,666 | |||
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Basic and diluted net income per share, Class A common stock subject to redemption | $ | 0.00 | ||
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Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 8,891,200 | |||
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Basic and diluted net loss per share, Non-redeemable common stock | $ | (0.15 | ) | |
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Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | |||||||
General and administrative expenses | $ | 414,731 | $ | 535,966 | ||||
Loss from operations | (414,731 | ) | (535,966 | ) | ||||
Other income (expense): | ||||||||
Interest earned on marketable securities held in Trust Account | 12,521 | 18,962 | ||||||
Change in fair value of warrant liability | 998,154 | 390,090 | ||||||
Transaction costs incurred in connection with warrant liabilities | (579,585 | ) | ||||||
Compensation expense — warrants | — | (30,861 | ) | |||||
Other income (expense), net | 1,010,675 | (201,394 | ) | |||||
Income (loss) before income taxes | 595,944 | (737,360 | ) | |||||
Net income (loss) | $ | 595,944 | $ | (737,360 | ) | |||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption | 32,010,020 | 32,010,020 | ||||||
Basic and diluted net income per share, Class A common stock subject to redemption | $ | 0.00 | $ | 0.00 | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 12,209,862 | 10,559,699 | ||||||
Basic and diluted net income (loss) per share, Non-redeemable common stock | $ | 0.05 | $ | (0.07 | ) | |||
THREE MONTHS ENDED MARCH 31, 2021
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance — January 1, 2021 | — | $ | — | 8,625,000 | $ | 86 | $ | 24,914 | $ | (5,000 | ) | $ | 20,000 | |||||||||||||||
Sale of 34,500,000 Units, net of underwriting discounts | 34,500,000 | 345 | — | — | 315,777,719 | — | 315,778,064 | |||||||||||||||||||||
Sale of 1,035,000 Private Placement Units | 1,035,000 | 10 | — | — | 10,039,490 | — | 10,039,500 | |||||||||||||||||||||
Common stock subject to possible redemption | (31,950,138 | ) | (319 | ) | — | — | (319,503,937 | ) | — | (319,504,256 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (1,333,304 | ) | (1,333,304 | ) | |||||||||||||||||||
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Balance – March 31, 2021 | 3,584,862 | $ | 36 | 8,625,000 | $ | 86 | $ | 6,338,186 | $ | (1,338,304 | ) | $ | 5,000,004 | |||||||||||||||
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Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—January 1, 2021 | 0 | $ | 0 | 8,625,000 | $ | 86 | $ | 24,914 | $ | (5,000 | ) | $ | 20,000 | |||||||||||||||
Sale of 34,500,000 Units, net of underwriting discounts | 34,500,000 | 345 | — | — | 315,777,719 | — | 315,778,064 | |||||||||||||||||||||
Sale of 1,035,000 Private Placement Units | 1,035,000 | 10 | — | — | 10,039,490 | — | 10,039,500 | |||||||||||||||||||||
Common stock subject to possible redemption | (31,950,138 | ) | (319 | ) | — | — | (319,503,937 | ) | — | (319,504,256 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (1,333,304 | ) | (1,333,304 | ) | |||||||||||||||||||
Balance—March 31, 2021 | 3,584,862 | 36 | 8,625,000 | 86 | 6,338,186 | (1,338,304 | ) | 5,000,004 | ||||||||||||||||||||
Common stock subject to possible redemption | (59,882 | ) | (1 | ) | — | — | (595,942 | ) | — | (595,943 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 595,944 | 595,944 | |||||||||||||||||||||
Balance—June 30, 2021 | 3,524,980 | $ | 35 | 8,625,000 | $ | 86 | $ | 5,742,244 | $ | (742,360 | ) | $ | 5,000,005 | |||||||||||||||
THREE MONTHS ENDED MARCH 31, 2021
Cash Flows from Operating Activities: | ||||
Net loss | $ | (1,333,304 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (6,441 | ) | ||
Change in fair value of warrant liability | 638,925 | |||
Transaction costs associated with Initial Public Offering | 579,585 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (1,216,484 | ) | ||
Accrued expenses | 55,080 | |||
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Net cash used in operating activities | (1,282,639 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (345,000,000 | ) | ||
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Net cash used in investing activities | (345,000,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 338,100,000 | |||
Proceeds from sale of Private Placement Units | 10,350,000 | |||
Proceeds from promissory note – related party | 188,890 | |||
Repayment of promissory note – related party | (188,890 | ) | ||
Payment of offering costs | (210,217 | ) | ||
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Net cash provided by financing activities | 348,239,783 | |||
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Net Change in Cash | 1,957,144 | |||
Cash – Beginning of period | 25,000 | |||
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Cash – End of period | $ | 1,982,144 | ||
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Supplemental disclosure of non-cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ | 111,321 | ||
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Initial classification of Class A common stock subject to possible redemption | $ | 319,504,256 | ||
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Initial classification of warrant liability | $ | 10,541,344 | ||
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Deferred underwriting fee payable | $ | 12,075,000 | ||
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Six Months Ended June 30, 2021 | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (737,360 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (18,962 | ) | ||
Change in fair value of warrant liability | (390,090 | ) | ||
Transaction costs associated with Initial Public Offering | 579,585 | |||
Compensation expense | 30,861 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (1,086,812 | ) | ||
Accrued expenses | (187,196 | ) | ||
Net cash used in operating activities | (1,809,974 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (345,000,000 | ) | ||
Net cash used in investing activities | (345,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 338,100,000 | |||
Proceeds from sale of Private Placement Units | 10,350,000 | |||
Proceeds from promissory note – related party | 188,890 | |||
Repayment of promissory note – related party | (188,890 | ) | ||
Payment of offering costs | (210,217 | ) | ||
Net cash provided by financing activities | 348,239,783 | |||
Net Change in Cash | 1,429,809 | |||
Cash—Beginning of period | 25,000 | |||
Cash—End of period | $ | 1,454,809 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ | 111,321 | ||
Initial classification of Class A common stock subject to possible redemption | $ | 320,226,660 | ||
Change in value of Class A common stock subject to possible redemption | $ | (126,461 | ) | |
Deferred underwriting fee payable | $ | 12,075,000 | ||
MARCH 31,
3.
4.
NIGHTDRAGON ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
MARCH 31,
The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.
In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.
As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4, 2021, filed by the Company on Form 8-K on March 10, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of March 4, 2021, should be restated in this Note 2 to correct the impact of the misapplication of the accounting for warrants. The restatement resulted in a $10.5 million increase in the Warrant Liability line item and an offsetting decrease to the Class A Common Stock Subject to Possible Redemption mezzanine equity line item as of March 4, 2021. Transaction costs of the IPO of $579,585 were allocated to expense associated with the warrant liability and $30,861 was expensed due to the excess of fair value of the Private Placement Warrants over the selling price (see Note 5), both of which are reflected in the change to the Accumulated Deficit line item. There is no change to stockholders’ equity at any reported balance sheet date.
The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.
As | ||||||||||||
Previously | As | |||||||||||
Reported | Adjustments | Restated | ||||||||||
Balance sheet as of March 4, 2021 (audited) | ||||||||||||
Warrant Liability | $ | — | $ | 10,541,344 | $ | 10,541,344 | ||||||
Class A Common Stock Subject to Possible Redemption | 330,768,010 | (10,541,344 | ) | 320,226,666 | ||||||||
Class A Common Stock | 25 | 11 | 36 | |||||||||
Additional Paid-in Capital | 5,005,341 | 610,435 | 5,615,776 | |||||||||
Accumulated Deficit | (5,450 | ) | (610,446 | ) | (615,896 | ) |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING
NIGHTDRAGON ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
MARCH 31,
sheets.
MARCH 31,
Three Months Ended March 31, 2021 | ||||
Class A common stock subject to possible redemption | ||||
Numerator: Earnings allocable to Class A common stock subject to possible redemption | ||||
Interest earned on marketable securities held in Trust Account | $ | 6,441 | ||
Less: interest available to be withdrawn for payment of taxes | (6,441 | ) | ||
Less: interest available to be withdrawn for working capital | — | |||
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Net income attributable | $ | — | ||
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Denominator: Weighted Average Class A common stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 32,022,666 | |||
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Basic and diluted net income per share, Class A common stock subject to possible redemption | $ | 0.00 | ||
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Non-Redeemable Common Stock | ||||
Numerator: Net Loss minus Net Earnings | ||||
Net loss | $ | (1,333,304 | ) | |
Less: Net income allocable to Class A common stock subject to possible redemption | — | |||
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Non-Redeemable Net Loss | $ | (1,333,304 | ) | |
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Denominator: Weighted Average Non-redeemable Common stock | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock | 8,891,200 | |||
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Basic and diluted net loss per share, Non-redeemable Common stock | $ | (0.15 | ) | |
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Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | |||||||
Class A common stock subject to possible redemption | ||||||||
Numerator: Earnings allocable to Class A common stock subject to possible redemption | ||||||||
Interest earned on marketable securities held in Trust Account | $ | 12,521 | $ | 18,962 | ||||
Less: interest available to be withdrawn for payment of taxes | (12,521 | ) | (18,962 | ) | ||||
Less: interest available to be withdrawn for working capital | — | — | ||||||
Net income attributable | $ | 0 | $ | 0 | ||||
Denominator: Weighted Average Class A common stock subject to possible redemption | ||||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 32,010,020 | 32,010,020 | ||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ | 0.00 | $ | 0.00 | ||||
Non-Redeemable Common Stock | ||||||||
Numerator: Net Loss minus Net Earnings | ||||||||
Net income (loss) | $ | 595,944 | $ | (737,360 | ) | |||
Less: Net income allocable to Class A common stock subject to possible redemption | — | — | ||||||
Non-Redeemable Net Income (Loss) | $ | 595,944 | $ | (737,360 | ) | |||
Denominator: Weighted Average Non-redeemable Common stock | ||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock | 12,209,862 | 10,559,699 | ||||||
Basic and diluted net income (loss) per share, Non-redeemable Common stock | $ | 0.05 | $ | (0.07 | ) |
MARCH 31,
MARCH 31,
As of June 30, 2021 and December 31, 2020 there were
NIGHTDRAGON ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
stock will convert on a
MARCH 31,
Description | Level | March 31, 2021 | ||||||||
Assets: | ||||||||||
Marketable securities held in Trust Account | 1 | $ | 345,006,441 | |||||||
Liabilities: | ||||||||||
Warrant Liability – Public Warrants | 3 | $ | 10,770,579 | |||||||
Warrant Liability – Private Placement Warrants | 3 | $ | 378,829 |
Description | Level | June 30, 2021 | ||||||||||
Assets: | ||||||||||||
Marketable securities held in Trust Account | 1 | $ | 345,018,962 | |||||||||
Liabilities: | ||||||||||||
Warrant Liability – Public Warrants | 1 | $ | 9,798,000 | |||||||||
Warrant Liability – Private Placement Warrants | 3 | $ | 353,254 |
The Company established
relevant date. The key inputs into the Monte Carlo simulation model for the Public Warrants and the Black Scholes model forsubsequent measurements of the Private Placement Warrants wereafter the detachment of the Public Warrants from the Units are still classified as follows:
March 31, 2021 | March 4, 2021 (initial measurement) | |||||||
Risk-free interest rate | 0.92 | % | 0.67 | % | ||||
Expected Term | 4.92 | 5.0 | ||||||
Expected volatility | 24.8 | % | 33.2 | % | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Unit Price | $ | 9.89 | $ | 9.70 |
Input: | June 30, 2021 | March 4, 2021 (Initial Measurement) | ||||||
Risk-free interest rate | 0.77 | % | 0.67 | % | ||||
Expected term (years) | 4.67 | 5.0 | ||||||
Expected volatility | 26.1 | % | 33.2 | % | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Fair value of Units | $ | 9.76 | $ | 9.70 |
MARCH 31,
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of December 31, 2020 | $ | — | $ | — | $ | — | ||||||
Initial measurement on March 4, 2021 | 341,361 | 10,199,983 | 10,541,344 | |||||||||
Change in fair value | 37,468 | 570,596 | 608,064 | |||||||||
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Fair value as of March 31, 2021 | $ | 378,829 | $ | 10,770,579 | $ | 11,149,408 | ||||||
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There were no transfers
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of December 31, 2020 | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on March 4, 2021 | 341,361 | 10,199,983 | 10,541,344 | |||||||||
Change in fair value | 11,893 | (401,983 | ) | (390,090 | ) | |||||||
Fair value as of June 30, 2021 | $ | 353,254 | $ | 9,798,000 | $ | 10,151,254 | ||||||
$12,521.
Statement, of the financial statements in our Form
Nasdaq, and while we have since regained compliance with the listing rule, we may in the future fail to comply with applicable Nasdaq rules.
Under Nasdaq rules, we have 60 calendar days from the date of the Notice, or until July 27, 2021, to submit a plan to regainregained compliance with the Rule. If Nasdaq accepts our plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 24, 2021, to regain compliance. However, there can be no assurance that Nasdaq will accept our plan to regain compliance or that we will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept our plan, then we will have the opportunity to appeal that decision to a Nasdaq hearings panel.
There can be no assurance that we will be able to remain in compliance with the Rule or with other Nasdaq listing requirements in the future. If we are unable to remain in compliance with the Rule or with any of the other continued listing requirements, Nasdaq may take steps to delist our securities, which could have adverse results, as described above in: “—Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.”
The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
The Private Placement Units are identical to the SCALE units sold in the Initial Public Offering, except that except that: (a) for so long as the Private Placement Units are held by our Sponsor, our officers or directors (or its or their permitted transferees), the Private Placement Units may not, subject to certain exceptions, be transferred, assigned or sold until 30 days after the completion of an initial business combination; (b) for so long as the shares of our Class A common stock underlying the Private Placement Units are held by our Sponsor or our officers or directors (or its or their permitted transferees), such shares: (i) will be entitled to registration rights and (ii) may not, subject to certain exceptions, be transferred, assigned or sold until 30 days after the completion of an initial business combination; and (c) for so long as the warrants underlying the Private Placement Units (the “Private Placement Warrants”) are held by our Sponsor or our officers or directors (or its or their permitted transferees), such warrants: (i) will not be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise of the Private Placement Warrants), subject to certain exceptions, be transferred, assigned or sold until 30 days after the completion of an initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by our Sponsor or our officers or directors (or its or their permitted transferees). If the Private Placement Warrants are held by holders other than our Sponsor or our officers or directors (or its or their permitted transferees), the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the SCALE units sold in the Initial Public Offering.
* | The Certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished, but not filed, with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form10-Q, irrespective of any general incorporation language contained in such filing. |
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NIGHTDRAGON ACQUISITION CORP. | ||||||
Date: | By: | /s/ Morgan Kyauk | ||||
Name: | Morgan Kyauk | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) |
Date: | By: | /s/ Steve Simonian | ||||
Name: | Steve Simonian | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |