NDAC NightDragon Acquisition Corportion

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.