NDAC / NightDragon Acquisition Corp - Class A - Документы SEC, Годовой отчет, Доверенное заявление

NIGHTDRAGON ACQUISITION CORP / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* NIGHTDRAGON ACQUISITION CORP. (Name of Issuer) Class A common stock, $0.00001 par value per share

NIGHTDRAGON ACQUISITION CORP / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) NIGHTDRAGON ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 65413D105 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40108 NightDragon Acquisition Corp. (Exact name of registrant as specif

Amended and Restated Certificate of Incorporation of the Company

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NIGHTDRAGON ACQUISITION CORP. December 2, 2022 NightDragon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?NightDragon Acquisition Corp.? The original certificate of incorporation of the Corporation

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2022 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or Other Jurisdiction of Incorporation) (Com

Amendment to Investment Management Trust Agreement, dated as of December 2, 2022, by and between the Company and AST

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 2, 2022, is made by and between NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?), and amends that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.:001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 d376797ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 d376797ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 001-4010

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of NightDragon Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the u

NDAC / NightDragon Acquisition Corp. Class A Common stock / CITADEL ADVISORS LLC - NIGHTDRAGON ACQUISITION CORP. Passive Investment

SC 13G 1 tm2216073d1sc13g.htm NIGHTDRAGON ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* NightDragon Acquisition Corp. (Name of Issuer) Class A common stock, par value $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.:001-4010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-401

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 280,000,000 shares of Class A common stock, $0.00001 par value per share, 20,000,000 shares of Class B common stock, $0.00001 par value per share and 1,000,000 shares of undesignated preferred stock, $0.00001 par value per share. The following descriptio

NIGHTDRAGON ACQUISITION CORP / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) NightDragon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 65413D105** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or Other Jurisdiction of Incorporation) (Com

NightDragon Acquisition Corp. Adds Industry Veteran Barbara Massa to Board of Directors Massa brings decades of experience leading talent and business operations at some of the largest companies in the cybersecurity, safety, security and privacy indu

Exhibit 99.1 NightDragon Acquisition Corp. Adds Industry Veteran Barbara Massa to Board of Directors Massa brings decades of experience leading talent and business operations at some of the largest companies in the cybersecurity, safety, security and privacy industry SAN FRANCISCO (February 9, 2022) ? NightDragon Acquisition Corp. (Nasdaq: NDACU) today announced that esteemed industry executive Ba

NIGHTDRAGON ACQUISITION CORP / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 NDACSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) NIGHTDRAGON ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 65413D105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 001

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2021 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ T

NT 10-Q 1 d260447dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 001-4010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 001-401

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or other jurisdiction of incorporation) (Commiss

NightDragon Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 NightDragon Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report San Francisco, CA, May 28, 2021 (BUSINESSWIRE) ? NightDragon Acquisition Corp. (NASDAQ: NDAC; NDACW; NDACU) (the ?Company?) announced today that it received on May 28, 2021 a notice from Nasdaq stating that it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely fili

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2021 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Trans

NT 10-Q 1 d561499dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) NightDragon Acquisition Corp. (Name of Issuer) Class A Common Stock , par value $0.0001

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) NightDragon Acquisition Corp. (Name of Issuer) Class A Common Stock , par value $0.0001 per share (Title of Class of Securities) 65413D105** (CUSIP Number) April 22, 2021 (Date of Event Which Requires Filing of this Statement) Chec

NightDragon Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing April 22, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE NightDragon Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing April 22, 2021 SAN FRANCISCO-(BUSINESS WIRE) ? April 22, 2021 - NightDragon Acquisition Corp. (Nasdaq: NDACU) (the ?Company?) today announced that, commencing April 22, 2021, holder of the SCALE units (the ?Units?) sold in the Company?s init

Financial Statements and Exhibits, Other Events

8-K 1 d157514d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2021 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or other jurisdiction

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Class A Common Stock of NightDragon Acquisition Corp., and all amendments thereto, and that this Agreement be included as an Exhibit to such joint fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* NightDragon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Titl

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NightDragon Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 65413D 105 (CUSIP Number) David G. DeWalt NightDragon Acquisition Sponsor, LLC 101 Second Street, Suite 1275 San Franci

INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of NightDragon Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of NightDragon Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of NightDragon Acquisition Corp. Opinion on t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT 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) Delaware 001-40108 85-4249052 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NIGHTDRAGON ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NIGHTDRAGON ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 65413D204** (CUSIP Number) MARCH 2, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 NIGHTDRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40108 85-4249052 (State or other jurisdiction (Commission (I.R.S. Emplo

Registration and Stockholder Rights Agreement, dated March 1, 2021, by and among the Company, the Sponsor and the holders party thereto

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 1, 2021 is made and entered into by and among NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the other undersigned parties listed un

Amended and Restated Bylaws of the Company, effective as of March 4, 2021

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NIGHTDRAGON ACQUISITION CORP. (THE ?CORPORATION?) (initially adopted on December 14, 2020) (as amended and restated on February 18, 2021; effective as of the closing of the company?s initial public offering) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a

Warrant Agreement, dated March 1, 2021, by and between the Company and AST, as warrant agent

Exhibit 4.1 WARRANT AGREEMENT between NIGHTDRAGON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 1, 2021, is by and between NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the ?Warrant

Underwriting Agreement, dated March 1, 2021, by and between the Company and Morgan Stanley, as representative of the several underwriters.

Exhibit 1.1 EXECUTION VERSION 30,000,000 SCALE Units NightDragon Acquisition Corp. UNDERWRITING AGREEMENT March 1, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters Ladies and Gentlemen: NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this

Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and AST, as trustee

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 1, 2021 by and between NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form

Letter Agreement, dated March 1, 2021, by and among the Company, its officers, directors and advisors, and the Sponsor

Exhibit 10.1 March 1, 2021 NightDragon Acquisition Corp. 101 Second Street, Suite 1275 San Francisco, California 94105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among NightDragon Acquisition Corp., a Delaware corporation (the ?Comp

NightDragon Acquisition Corp. Announces Pricing of $300 Million Initial Public Offering

EX-99.1 Exhibit 99.1 NightDragon Acquisition Corp. Announces Pricing of $300 Million Initial Public Offering SAN FRANCISCO-(BUSINESS WIRE) – March 1, 2021 - NightDragon Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 30,000,000 SCALE units at a price of $10.00 per unit. The SCALE units are expected to be listed for trading on The Nasdaq Capital Marke

Unit Subscription Agreement, dated March 1, 2021, between the Registrant and NightDragon Acquisition Sponsor, LLC

Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), and NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?). WHEREAS, the Company desires to sell to the Sponsor, and the Sponsor desires to purchase from th

$300,000,000 NightDragon Acquisition Corp. 30,000,000 SCALE (Stakeholder-Centered Aligned Listed Equity) Units

424B4 1 d61319d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252909 PROSPECTUS $300,000,000 NightDragon Acquisition Corp. 30,000,000 SCALE (Stakeholder-Centered Aligned Listed Equity) Units NightDragon Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, asset acquisition, stock purchase, reorganizatio

Form of Unit Subscription Agreement between the Registrant and NightDragon Acquisition Sponsor, LLC

EX-10.4 10 d61319dex104.htm EX-10.4 Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , 2021, by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),. WHEREAS, the Company desires to sell to the Sponsor, and the Spons

Form of Indemnification Agreement

Exhibit 10.6 NIGHTDRAGON ACQUISITION CORP. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), and [insert name of indemnitee] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to s

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U- SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP No. 65413D204 NIGHTDRAGON ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.00001

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February 24, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders

Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021 is made and entered into by and among NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the other undersigned parties listed under Hol

Amended and Restated Bylaws of NightDragon Acquisition Corp.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NIGHTDRAGON ACQUISITION CORP. (THE ?CORPORATION?) (initially adopted on December 14, 2020) (as amended and restated on February 18, 2021; effective as of the closing of the company?s initial public offering) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a

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NIGHTDRAGON ACQUISITION CORP. 101 Second Street, Suite 1275 San Francisco, California 94105 February 24, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan and Pam Howell Re: NightDragon Acquisition Corp. Registration Statement on Form S-1 File No. 333-252909 Acceleration Request Requested Date: Mon

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC, as warrant agent, and the Registrant

EX-4.4 6 d61319dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between NIGHTDRAGON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as wa

- AMENDMENT NO. 1 TO FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on February 23, 2021 Registration No.

Specimen Class A Common Stock Certificate

EX-4.2 5 d61319dex42.htm EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP No. 65413D105 NIGHTDRAGON ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES CLASS A COMMON STOCK, PAR VALUE $0.00001 EACH, OF NIGHTDRAGON ACQUISITION CORP. (THE “CORPORATION”) transf

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant

EX-10.2 9 d61319dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”). WHEREAS, the Company’s re

Form of Underwriting Agreement

Exhibit 1.1 30,000,000 SCALE Units NightDragon Acquisition Corp. UNDERWRITING AGREEMENT [?], 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: NightDragon Acquisition Corp., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement?), to sell to Morgan Stanley & Co. LLC (the ?Underwriter?

Form of Letter Agreement among the Registrant, NightDragon Acquisition Sponsor, LLC and each of the officers, directors and advisors of the Registrant

EX-10.1 8 d61319dex101.htm EX-10.1 Exhibit 10.1 [ ], 2021 NightDragon Acquisition Corp. 101 Second Street, Suite 1275 San Francisco, California 94105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among NightDragon Acquisition Corp., a

- 8-A12B

8-A12B 1 d140392d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NightDragon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-4249052 (State or other jurisdiction of incorporation or organiz

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CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 O: 650-493-9300 F: 650-493-6811 February 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attn: Ruairi Regan Pam Howell Re: NightDragon Acquisition Corp. Draft Registration Statement on Form

Securities Subscription Agreement, dated December 14, 2020, between the Registrant and NightDragon Acquisition Sponsor, LLC

EX-10.3 Exhibit 10.3 NightDragon Acquisition Corp. 101 2nd St., Suite 1275 San Francisco, CA 94105 December 14, 2020 NightDragon Acquisition Sponsor, LLC 101 2nd St., Suite 1275 San Francisco, CA 94105 RE: Securities Subscription Agreement Ladies and Gentlemen: NightDragon Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer NightDragon Acquisition Sponsor, LLC

Power of Attorney

S-1 1 d61319ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on February 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 NIGHTDRAGON ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 6770 85-4249052 (State or other

Amendment to Promissory Note issued in favor of NightDragon Acquisition Sponsor, LLC, dated January 13, 2021

EX-10.8 Exhibit 10.8 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of January 6, 2021 (the “Note”) by and among NightDragon Acquisition Corp., a Delaware corporation (the “Maker”), and NightDragon Acquisition Sponsor, LLC (the “Payee”), is made and entered into effective as of January 13, 2021 by the Maker and the Payee. RECITALS WHEREAS, t

Form of Letter Agreement among the Registrant, NightDragon Acquisition Sponsor, LLC and each of the officers, directors and advisors of the Registrant

EX-10.1 Exhibit 10.1 [ ], 2021 NightDragon Acquisition Corp. 101 Second Street, Suite 1275 San Francisco, California 94105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among NightDragon Acquisition Corp., a Delaware corporation (the “

Amended and Restated Certificate of Incorporation of NightDragon Acquisition Corp.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NIGHTDRAGON ACQUISITION CORP. January 28, 2021 NightDragon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “NightDragon Acquisition Corp.” The original certificate of incorporation of the Corpo

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between NightDragon Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For

Promissory Note issued in favor of NightDragon Acquisition Sponsor, LLC, dated January 6, 2021

EX-10.7 Exhibit 10.7 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

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DRS 1 filename1.htm Table of Contents As confidentially submitted with the Securities and Exchange Commission on January 6, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATE