Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed on May 17, 2021
by NightDragon Acquisition Corp. (the "Company"), on April 12, 2021, the staff
(the "Staff") of the Securities and Exchange Commission (the "SEC") issued a
statement titled "Staff Statement on Accounting and Reporting Considerations for
Warrants issued by Special Purpose Acquisition Companies" ("SPACs") (the
"Statement"). In the Statement, the Staff expressed its view that certain terms
and conditions typically included in SPAC warrants may require the warrants to
be classified as liabilities on the SPAC's balance sheet as opposed to equity.
The audit committee of the Company's board of directors, together with
management, is currently determining the extent of the impact of the Statement
on the Company's consolidated financial statements and related financial
information (the "Financial Statements"), including the Financial Statements to
be included in the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 2021 (the "Form 10-Q").
On May 28, 2021, the Company received a notification letter from The Nasdaq
Stock Market LLC ("Nasdaq") stating that, because the Company has not yet filed
the Form 10-Q, the Company is no longer in compliance with Nasdaq Listing Rule
5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely
file all required periodic financial reports with the SEC.
Nasdaq's notification letter states that the Company has 60 calendar days to
submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If
Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180
days from the prescribed due date for filing the Form 10-Q to regain compliance.
If Nasdaq does not accept the Company's plan, then the Company will have the
opportunity to appeal that decision to a Nasdaq hearings panel.
On May 28, 2021, the Company issued a press release announcing its receipt of
Nasdaq's notification letter. A copy of the press release is attached as Exhibit
99.1 to this current report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release, dated May 28, 2021--------------------------------------------------------------------------------
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NIGHTDRAGON ACQUISITION CORP. 
