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~~February 7, ~~2021~~2022

NIGHTDRAGON ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-40108	85-4249052
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 Second Street, Suite 1275San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

101 Second Street, Suite 1275San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

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:

☐	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	Trading Symbol(s)	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 (§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. ☐

Item 4 5.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statement~~Officers; ~~and~~Election ~~Related~~of ~~Audit~~Directors; ~~Report.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InOn ~~light~~February 7, of2022, ~~recent commentary issued by~~ the ~~U.S.~~Board ~~Securities~~of ~~and~~Directors ~~Exchange Commission~~ (the “~~SEC~~Board”), ~~the management~~ of NightDragon Acquisition Corp. (the “Company”), ~~has~~upon ~~re-evaluated~~recommendation from the ~~Company~~Board’s ~~application~~nominating ofand ~~ASC~~corporate ~~480-10-S99-3A~~governance ~~to its accounting classification of the redeemable shares of Class A common stock~~committee, ~~par~~increased ~~value $0.00001 per share (~~the ~~“Public~~size ~~Shares”), issued as part~~ of the ~~units~~Board ~~sold~~to infour ~~the~~directors ~~Company’s~~and ~~initial~~appointed ~~public~~Barbara ~~offering~~Massa ~~(the~~to ~~“IPO”)~~serve onas ~~March 4, 2021. Historically,~~ a ~~portion~~director of the ~~Public Shares was classified as permanent equity to maintain net tangible assets greater than $5~~Company,~~000,000~~ oneffective ~~the~~immediately. ~~basis~~Ms. Massa ~~that~~was ~~the~~also ~~Company~~appointed ~~will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant~~ to ~~such re-evaluation,~~ the ~~Company’s~~audit ~~management~~committee ~~has determined that the Public Shares include certain provisions that require classification~~ of the ~~Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination~~Board.

~~Therefore,~~There onare ~~November 16,~~no ~~2021,~~arrangements ~~the~~or ~~Company’s~~understandings ~~management~~between ~~and the audit committee of the Company’s board of directors (the “Audit Committee”)~~Ms. Massa, ~~after~~on ~~consultation with Marcum LLP (“Marcum”),~~ the ~~Company’s~~one ~~independent registered public accounting firm~~hand, ~~concluded~~and ~~that~~ the Company’s ~~previously~~or ~~issued~~any ~~(i) audited~~other ~~balance sheet as of March 4~~persons, ~~2021 filed as Exhibit 99.1 to the Company’s Current Report~~ on ~~Form 8-K filed with~~ the ~~SEC~~other ~~on March 10~~hand, ~~2021, as restated~~ pursuant to ~~the~~which ~~Company’s~~Ms. Massa ~~Quarterly~~was ~~Report~~selected onas ~~Form~~a ~~10-Q~~director. ~~for~~There ~~the~~are ~~quarterly~~no ~~period~~related ~~ended~~party ~~March 31,~~transactions ~~2021~~between ~~filed with~~ the ~~SEC~~Company onand ~~June~~Ms. ~~11,~~Massa ~~2021~~ (~~the~~or ~~“Q1~~any ~~Form~~of ~~10-Q”),~~her ~~(ii) unaudited~~immediate ~~interim~~family ~~financial~~members) ~~statements~~requiring ~~included~~disclosure inunder ~~the~~Item ~~Q1 Form 10-Q and~~ 404(~~iii~~a) ~~unaudited~~ ~~interim~~of ~~financial~~Regulation ~~statements included in the Company’s Quarterly Report on Form 10~~S-QK. ~~for~~Ms. Massa ~~the~~does ~~quarterly~~not ~~period~~have ~~ended~~any ~~June 30,~~family ~~2021,~~relationships ~~filed~~ with ~~the~~any ~~SEC~~of ~~on August 13, 2021 (collectively,~~ the ~~“Affected~~Company’s ~~Periods”),~~directors ~~should~~or beexecutive ~~restated to report all Public Shares as temporary equity and should no longer be relied upon~~officers. AsThe ~~such, the~~ Company will ~~restate~~enter into its ~~financial~~standard ~~statements~~form ~~for~~of ~~the~~indemnification ~~Affected~~agreement ~~Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed~~ with ~~the SEC (the “Q3 Form 10-Q”)~~Ms. Massa.

~~The~~A ~~Company~~press ~~does~~release ~~not~~announcing ~~expect~~Ms. Massa’s ~~any~~appointment ofto the ~~above~~Board ~~changes~~is ~~will~~attached ~~have~~hereto ~~any~~as ~~impact~~Exhibit on99.1 ~~its cash position~~ and ~~cash~~is ~~held~~incorporated inherein ~~the~~by ~~trust account established in connection with the IPO~~reference.

~~The~~Item ~~Company’s~~9.01. ~~management~~Financial ~~has~~Statements ~~concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting~~ and ~~that the Company’s disclosure controls and procedures were not effective~~Exhibits. ~~The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q.~~

In(d) ~~addition,~~Exhibits ~~the audit report of Marcum included in the Company’s Form 8-K filed on March 10, 2021 should no longer be relied upon.~~


Exhibit		Description

99.1		Press Release, dated as of February 9, 2022.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Date: November 16, 2021

NIGHTDRAGON ACQUISITION CORP.

Date: February 9, 2022

NIGHTDRAGON ACQUISITION CORP.

/s/ Steve Simonian

Steve Simonian

Chief Financial Officer

Filing Compare · NightDragon Acquisition Corp.