 | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 O: 650-493-9300 F: 650-493-6811 |
February 9, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attn: | Ruairi Regan |
Pam Howell
| Re: | NightDragon Acquisition Corp. |
Draft Registration Statement on Form S-1
Submitted January 6, 2021
CIK No. 0001837067
Ladies and Gentlemen:
On behalf of our client, NightDragon Acquisition Corp., a Delaware corporation (the “Company”), we submit this letter in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated February 2, 2020, relating to the above-referenced Draft Registration Statement on Form S-1 (the “Draft Registration Statement”). On behalf of the Company, we are concurrently publicly filing via EDGAR a revised draft of the Registration Statement (the “Registration Statement”).
In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Draft Registration Statement), all page references in this letter correspond to the pages of the Registration Statement.
Principal Stockholders, page 161
| 1. | We note the disclosure in footnote one that Mr. DeWalt is deemed the beneficial owner of the shares held by your sponsor. Please revise Mr. DeWalt’s ownership in the table and the officers and directors as a group, to reflect this beneficial ownership. |
In response to the Staff’s comment, the Company has revised its disclosure on page 161 of the Registration Statement.
* * * * *
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
U.S. Securities & Exchange Commission
February 9, 2021
Page 2
Please direct any questions regarding the Company’s responses or the Registration Statement to me at (206) 883-2535 or bking@wsgr.com.
| Sincerely, |
| WILSON SONSINI GOODRICH & ROSATI |
Professional Corporation
|
/s/ Bryan D. King |
| cc: | Steve Simonian, NightDragon Acquisition Corp. |
Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.
Robert G. Day, Wilson Sonsini Goodrich & Rosati, P.C.
Alan F. Denenberg, Davis Polk & Wardwell LLP
Derek Dostal, Davis Polk & Wardwell LLP