Current Report Filing (8-k)
February 09 2022 - 4:34PM
Edgar (US Regulatory)
SCALE units, each consisting of one share ofClass A common stock, $0.00001 par value, andone-fifth of one redeemable warrant false 0001837067 0001837067 2022-02-07 2022-02-07 0001837067 us-gaap:WarrantMember 2022-02-07 2022-02-07 0001837067 us-gaap:CapitalUnitClassAMember 2022-02-07 2022-02-07 0001837067 ndac:UnitsMember 2022-02-07 2022-02-07
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)
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Delaware
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001-40108
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85-4249052
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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101 Second Street, Suite 1275
San Francisco, California
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94105
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (510) 306-7780
Not Applicable
(Former name or former address, if changed since last report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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
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NDACU
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The Nasdaq Stock Market LLC
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Shares of Class A common stock included as
part of the SCALE units
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NDAC
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the
SCALE units
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NDACW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 7, 2022, the Board of Directors (the “Board”) of NightDragon Acquisition Corp. (the “Company”), upon recommendation from the Board’s nominating and corporate governance committee, increased the size of the Board to four directors and appointed Barbara Massa to serve as a director of the Company, effective immediately. Ms. Massa was also appointed to the audit committee of the Board.
There are no arrangements or understandings between Ms. Massa, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Massa was selected as a director. There are no related party transactions between the Company and Ms. Massa (or any of her immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Ms. Massa does not have any family relationships with any of the Company’s directors or executive officers. The Company will enter into its standard form of indemnification agreement with Ms. Massa.
A press release announcing Ms. Massa’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
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.
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Date: February 9, 2022
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NIGHTDRAGON ACQUISITION CORP.
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By:
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/s/ Steve Simonian
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Name:
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Steve Simonian
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Title:
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Chief Financial Officer
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