SAN
FRANCISCO, Dec. 2, 2022 /PRNewswire/ -- NightDragon
Acquisition Corp. (NASDAQ: NDAC; NDACW; NDACU) (the "Company"),
announced today that, due to its inability to consummate an initial
business combination within the time period required by its Amended
and Restated Certificate of Incorporation currently in effect
("Certificate of Incorporation"), the Company will redeem all of
the outstanding shares of Class A common stock that were included
in the units issued in its initial public offering (the "Public
Shares").
As stated in the Certificate of Incorporation, if the Company
has not consummated an initial business combination by the time and
date immediately following the filing of the Certificate of
Incorporation with the Secretary of State of the State of Delaware (which occurred today) (the
"Accelerated Termination Time"), the Company will (i) cease all
operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem
100% of the Public Shares in consideration of a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the
aggregate amount then on deposit in the trust account, including
interest not previously released to the Company to pay its taxes
(less up to $100,000 of interest to
pay dissolution expenses), by (B) the total number of then
outstanding Public Shares, which redemption will completely
extinguish the rights of the holders of the Public Shares
(including the right to receive further liquidating distributions,
if any), subject to applicable law and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of the remaining stockholders and the board of directors
in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company's obligations under the General
Corporation Law of the State of
Delaware to provide for claims of creditors and other
requirements of applicable law.
Net of dissolution expenses, the per-share redemption price for
the Public Shares is expected to be approximately $10.07 (the "Redemption Amount"). In accordance
with the terms of the related trust agreement, the Company expects
to retain $100,000 of the interest
income from the trust account to pay dissolution expenses.
As of the Accelerated Termination Time, the Public Shares were
deemed cancelled and represent only the right to receive the
Redemption Amount. The Company anticipates that the last trading
day of the Public Shares on Nasdaq will be December 2, 2022.
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, American Stock Transfer & Trust
Company, LLC. Beneficial owners of Public Shares held in "street
name," however, will not need to take any action in order to
receive the Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants, which will expire
worthless.
The Company expects that Nasdaq will file a Form 25 with the
United States Securities and Exchange Commission (the "SEC") to
delist its securities. The Company thereafter expects to file a
Form 15 with the SEC to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
Forward-Looking Statements
This press release may include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including those related to the Company's
intention to redeem all of its outstanding Public Shares, the
Redemption Amount and the Company's expectations regarding the
filing of a Form 25 and Form 15 with the SEC. All statements other
than statements of historical fact included in this press release
are forward-looking statements. When used in this press release,
words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or our
management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available
to, the Company's management. Actual results could differ
materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company's
filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on
our behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous risks,
uncertainties and other factors, many of which are beyond the
control of the Company.
The forward-looking statements contained herein are also subject
to other risks and uncertainties, including those set forth in the
Risk Factors section of the Company's filings with the SEC. The
Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
Investor Contact:
Steve Simonian
Chief Financial Officer
steve@nightdragon.com
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SOURCE NightDragon Acquisition Corp.