UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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(Check One)
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: March 31, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
NightDragon Acquisition Corp.
(Full Name of Registrant)
Not Applicable
(Former
Name if Applicable)
101 Second Street, Suite 1275
(Address of Principal Executive Office (Street and Number))
San Francisco, California 94105
(City, State and Zip Code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
NightDragon Acquisition Corp. (the “Company”) is unable,
without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Quarterly Report”) by the prescribed due date for the
reasons described below.
In light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies (“SPACs”) (the “Staff Statement”) issued by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on April 12, 2021, which Staff Statement clarified guidance for all
SPAC-related companies regarding the accounting and reporting for their warrants, the Company has reevaluated the accounting treatment of its previously issued warrants as equity, and concluded that, based on the Staff Statement, the warrants should
be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.
The audit committee of the Company’s board of directors (the “Audit Committee”), together with management, has determined that the
Company’s audited balance sheet as of March 4, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2021 should no longer be relied upon due to changes required to
reclassify the warrants as liabilities to align with the Staff Statement. In addition, the Audit Committee, together with management, is currently determining the extent of the impact of the Staff Statement on the Company’s consolidated
financial statements and related financial information (the “Financial Statements”), including the Financial Statements to be included in the Quarterly Report. Additionally, the unprecedented levels of activity in SPAC initial public
offerings, SPAC business combination transactions and the resulting impact of the Staff Statement on SPACs, has severely impacted the ability of the Company and its external service providers that help in the preparation and review of the Quarterly
Report to complete and file the Company’s Quarterly Report by the due date without unreasonable effort or expense.
For these reasons, the Company is
unable to timely file its Quarterly Report without unreasonable effort or expense. The Company will require more time and dedication of resources to prepare and file the Quarterly Report than the Company previously anticipated and the Company is
working diligently to complete its Quarterly Report as soon as possible and intends to file its Quarterly Report within five calendar days of May 17, 2021.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Steve Simonian
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510
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306-7780
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐ Yes ☒ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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NightDragon Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date May 17, 2021
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By:
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/s/ Steve Simonian
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Name: Steve Simonian
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Title: Chief Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the
representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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