UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 3.03 of this Current Report on Form 8-K related to the Trust Agreement Amendment (as defined below) is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
As described in Item 5.07 below, NightDragon Acquisition Corp. (the “Company”) held a special meeting in lieu of annual meeting of stockholders (the “Special Meeting”) on December 2, 2022. At the Special Meeting, the Company’s stockholders approved (i) an amendment to the Company’s certificate of incorporation (the “Charter Amendment”) in the form attached as Annex A to the Proxy Statement (as defined below) to change the date by which the Company must consummate its initial business combination from March 4, 2023 (or June 4, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination on or before March 4, 2023), to the time and date immediately following the filing of the Charter Amendment with the Secretary of State of the State of Delaware (the “Accelerated Termination Time”) and to make certain other technical and administrative changes and (ii) an amendment to the Company’s Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (“AST”), to change the date on which AST must commence liquidation of the trust account established in connection with the Company’s initial public offering to the Accelerated Termination Time (the “Trust Agreement Amendment”). AST also serves as the Company’s transfer agent and registrar. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware and entered into the Trust Agreement Amendment on December 2, 2022.
The Company did not consummate an initial business combination by the Accelerated Termination Time, and as such, in accordance with the terms of the Charter Amendment, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days after the Accelerated Termination Time subject to lawfully available funds therefor, redeem 100% of the outstanding shares of the Company’s Class A common stock that were included in the units issued in its initial public offering and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and other requirements of applicable law.
The foregoing descriptions of the Charter Amendment and the Trust Agreement Amendment are not complete and are qualified in their entirety by reference to the full text of the Charter Amendment and the Trust Agreement Amendment attached as Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, 31,249,924 shares of the Company’s Class A common stock and 8,625,000 shares of the Company’s Class B common stock, or approximately 90.30% of the 44,160,000 shares entitled to vote and 87.94% of the voting power of the shares of Class A common stock entitled to vote, were present in person or by proxy and voted on the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on October 20, 2022 (the “Proxy Statement”).
1. The stockholders approved the adoption of the Charter Amendment. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 34,176,482 | 34,099 | 6,675 | 5,657,668 |
2. The stockholders approved the Trust Agreement Amendment. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 34,177,932 | 31,789 | 7,535 | 5,657,668 |
3. The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 39,738,616 | 30,523 | 105,785 | 0 |
4. The stockholders approved one or more adjournments of the meeting from time to time, if necessary or appropriate (as determined by the Company’s board of directors or the chairperson of the meeting), including to solicit additional proxies to vote in favor of the other proposals voted on at the Special Meeting, in the event that there were insufficient votes at the time of the Special Meeting to establish a quorum or approve the proposals. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 39,769,850 | 92,495 | 12,579 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | |
| 10.1 | Amendment to Investment Management Trust Agreement, dated as of December 2, 2022, by and between the Company and AST | |
| 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: December 8, 2022 | NIGHTDRAGON ACQUISITION CORP. | |||||
| By: | /s/ Steve Simonian | |||||
| Name: | Steve Simonian | |||||
| Title: | Chief Financial Officer | |||||