NDAC NightDragon Acquisition
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2021
NIGHTDRAGON ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
101 Second Street, Suite 1275
San Francisco, California 94105
(Address of principal executive offices)
Registrant’s telephone number, including area code: (510) 306-7780
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:
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
Name of each exchange
on which registered
|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|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
On March 4, 2021, NightDragon Acquisition Corp. (the “Company”) consummated an initial public offering (the “IPO”) of 34,500,000 SCALE (Stakeholder-Centered Aligned Listed Equity) units (the “SCALE Units”), at an offering price of $10.00 per SCALE Unit, and a private placement with 1,035,000 private placement SCALE Units at a price of $10.00 per private placement SCALE Unit (the “Private Placement”).
The net proceeds from the IPO together with certain of the proceeds from the Private Placement, totaling $345,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public stockholders and the underwriter of the IPO at Bank of America, N.A., with American Stock Transfer & Trust Company, LLC acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay franchise and income tax obligations and to pay up to $100,000 in dissolution expenses, none of the funds held in the trust account will be released until the earliest to occur of the following: (a) the completion of the Company’s initial business combination, (b) the redemption of any shares of Class A common stock underlying the SCALE Units sold in the IPO (“public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO, or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO, or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO, subject to applicable law.
An audited balance sheet as of March 4, 2021 reflecting receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Financial Statements and Exhibits.
|99.1||Audited Balance Sheet|
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.
|Dated: March 10, 2021|
NIGHTDRAGON ACQUISITION CORP.
|By:||/s/ Steve Simonian|
|Title:||Chief Financial Officer|