0000899243-21-008678.txt : 20210301 0000899243-21-008678.hdr.sgml : 20210301 20210301180702 ACCESSION NUMBER: 0000899243-21-008678 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210301 FILED AS OF DATE: 20210301 DATE AS OF CHANGE: 20210301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NightDragon Acquisition Sponsor, LLC CENTRAL INDEX KEY: 0001847206 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40108 FILM NUMBER: 21700147 BUSINESS ADDRESS: STREET 1: 101 2ND ST. STREET 2: STE. 1275 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 925-389-7502 MAIL ADDRESS: STREET 1: 101 2ND ST. STREET 2: STE. 1275 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NightDragon Acquisition Corp. CENTRAL INDEX KEY: 0001837067 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 854249052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 2ND ST. STREET 2: SUITE 1275 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 925-389-7502 MAIL ADDRESS: STREET 1: 101 2ND ST. STREET 2: SUITE 1275 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-03-01 0 0001837067 NightDragon Acquisition Corp. NDAC 0001847206 NightDragon Acquisition Sponsor, LLC 101 2ND STREET, SUITE 1275 SAN FRANCISCO CA 98105 0 0 1 0 CLASS B COMMON STOCK CLASS A COMMON STOCK 8625000 D As described in the issuer's registration statement on Form S-1 (File No. 333-252909), as amended, under the heading "Description of Securities-Class B Common Stock", the shares of Class B common stock will convert into shares of the issuer's Class A common stock only upon the occurrence of certain triggering events, one of which will occur upon the consummation of the issuer's initial business combination, three of which will be based on shares of the issuer's Class A common stock trading at $12.00, $15.00 and $20.00 per share following the issuer's initial business combination, and one of which will be based upon a specified strategic transaction following the issuer's initial business combination if the effective price per share of the issuer's Class A common stock is at least equal to $12.00 in such transaction, in each case prior to the 10th anniversary of the issuer's initial business combination The shares of Class B common stock owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the issuer's initial public offering securities do not exercise in full their over-allotment option, as described in the issuer's above-referenced registration statement. This Form 3 is being filed by NightDragon Acquisition Sponsor, LLC. NightDragon Acquisition Sponsor, LLC is controlled by David G. DeWalt, an affiliate of the issuer. Power of Attorney Steve Simonian, Attorney in fact for David G. DeWalt, Authorized Person 2021-03-01 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of NightDragon Acquisition
Corp. (the "Company"), hereby constitutes and appoints Jeffrey Buckelew, each of
the responsible attorneys and paralegals of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, and Steve Simonian of the Company, the undersigned's
true and lawful attorney-in-fact to:

        1.  complete and execute Forms ID, 3,4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his or her
            discretion determine to be required or advisable pursuant to Section
            16 of the Securities Exchange Act of 1934 (as amended) and the rules
            and regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

        2.  do all acts necessary in order to file such forms with the
            Securities and Exchange Commission, any securities exchange or
            national association, the Company and such other person or agency as
            the attorney-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of  February 12, 2021.

                             NIGHTDRAGON ACQUISITION SPONSOR, LLC

                             Signature: /s/ Morgan Kyauk
                                        -------------------------------
                                        Morgan Kyauk, Manager