Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) relates to the Class A common stock, par value $0.00001 per share (the
Class A common stock), of NightDragon Acquisition Corp., a Delaware corporation (the Issuer), whose principal executive offices are located at 101 Second Street, Suite 1275, San Francisco, California 94105.
Item 2. Identity and Background.
This Statement is being jointly filed by the following persons (collectively, the Reporting Persons):
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(i)
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NightDragon Acquisition Sponsor, LLC, a Delaware limited liability company (the Sponsor); and
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(ii)
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David G. DeWalt, a citizen of the United States.
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Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Reporting Persons
have agreed to file jointly one statement with respect to their beneficial ownership of Class A common stock. Each of the Reporting Persons is party to a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 and incorporated herein
by reference.
The principal business address and principal office address of the Reporting Persons is 101 Second Street, Suite 1275, San
Francisco, California.
The principal business of the Sponsor is to act as the Issuers sponsor. The principal occupation of
Mr. DeWalt, in addition to his duties as the Chairman of the board of directors of the Issuer, is to serve as Founder and Managing Director of NightDragon Administrative LLC, a venture capital firm.
During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Class A common stock to which this Statement relates were purchased by the Sponsor using working capital of the
Sponsor. The aggregate purchase price of the shares of Class A common stock acquired was approximately $10,375,000.
Item 4. Purpose of
Transaction.
On December 14, 2020, the Sponsor purchased an aggregate of 8,625,000 founder shares of the Issuer for
approximately $25,000. On January 28, 2021, the founder shares were reclassified and changed into 8,625,000 shares of Class B common stock of the Issuer.
On March 4, 2021, simultaneously with the consummation of the Issuers initial public offering (the IPO), the Sponsor
purchased 1,035,000 units (Placement Units) of the Issuer at $10.00 per Placement Unit, pursuant to a Unit Subscription Agreement, dated March 1, 2021, as more fully described in Item 6 of this Statement, which information is
incorporated herein by reference. Each Placement Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant, each whole warrant exercisable to purchase one share of
Class A common stock, at an exercise price of $11.50 per share (as described more fully in the Issuers final prospectus dated March 1, 2021 (the Final Prospectus)).