NightDragon Acquisition SC 13G / Sculptor Capital ownership change

NightDragon Acquisition (NDAC) SC 13GNightDragon Acquisition / Sculptor Capital ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

(Name of Issuer)

NightDragon Acquisition Corp.

(Name of Issuer)

Class A Common Stock , par value $0.0001 per share

(Title of Class of Securities)

65413D105**

(CUSIP Number)

April 22, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d–1(b)

☒ Rule 13d–1(c)

☐ Rule 13d–1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

CUSIP No. 65413D105

•

Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”).

•

Sculptor Capital II LP (“Sculptor-II”), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Common stock reported in this Schedule 13G are held in the Accounts managed by Sculptor and Sculptor-II.

•

Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner of Sculptor.

•

Sculptor Capital Holding II LLC (“SCHC-II”), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

•

Sculptor Capital Management, Inc. (“SCU”), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

•

Sculptor Master Fund, Ltd. (“SCMF”) is a Cayman Islands company. Sculptor is the investment adviser to SCMF.

•

Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership that is wholly owned by SCMF.

•

Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”) is a Cayman Islands company. Sculptor is the investment adviser to SCCO.

•

Sculptor SC II LP (“NJGC”) is a Delaware limited partnership. Sculptor-II is the investment adviser to NJGC.

•

Sculptor Enhanced Master Fund, Ltd. (“SCEN”) is a Cayman Islands company. Sculptor is the investment adviser to SCEN.

•

The address of the principal business office of Sculptor, Sculptor-II, SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019.

•

The address of the principal business office of SCMF, NRMD, SCEN, and SCCO is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way - Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman.

•

The address of the principal business office of NJGC is c/o The Corporation Trust Company 1209 Orange Street, Wilmington DE 19801.

SCHEDULE 13G

Item 1(a) Name of issuer:

NightDragon Acquisition Corp., a Delaware corporation (the “Issuer”)

Item 1(b) Address of issuer’s principal executive offices:

101 Second Street, Suite 1275

San Francisco, California 94105

2(a) Name of person filing:

Sculptor Capital LP

2(b) Address or principal business office or, if none, residence:

9 West 57^th Street, New York, New York 10019

2(c) Citizenship:

Delaware

2(d) Title of class of securities:

Common Stock, par value $0.0001 per share (the “Common Stock”)

2(e) CUSIP No.:

65413D105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 1,851,972

(b) Percent of class: 5.21%

SCHEDULE 13G

(i) Sole power to vote or to direct the vote 0.

(ii) Shared power to vote or to direct the vote 1,851,972 .

(iii) Sole power to dispose or to direct the disposition of 0.

(iv) Shared power to dispose or to direct the disposition of 1,851,972 .

Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed to be the beneficial owners of the Common stock of the Issuer held in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed to be the beneficial owner of the Common Stock reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed to be the beneficial owner of the Common Stock reported herein.

As of the close of business on April 22, 2021, the reporting persons may be deemed to have beneficially owned an aggregate of 1,851,972 shares (or 5.21%) of the Issuer’s Class A Common Stock as a result of holding 1,302,975 shares of Class A Common Stock, 260,595 of the Issuer’s warrants, and 12 of the Issuer’s SCALE units (the “Units”). Each unit consists of one share of the Issuer’s Class A Common Stock and one-fifth of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Class A Common Stock. The percentages herein were calculated based on 35,535,000 shares of the Issuer’s Class A Common Stock outstanding as of April 22, 2021, as reported in the Issuer’s Form 8-K filed April 22, 2021.

Item 5.

Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

See Item 4.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

See Item 4.

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: April 30, 2021	SCULPTOR CAPITAL LP
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL II LP
	By: Sculptor Capital Holding II LLC, its General Partner
	By: Sculptor Capital LP, its Member
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL HOLDING CORPORATION

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL HOLDING II LLC

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL MANAGEMENT, INC.

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR MASTER FUND, LTD.
	By: Sculptor Capital LP, its investment manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR SPECIAL FUNDING, LP
	By: Sculptor Capital LP, its investment manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR ENHANCED MASTER FUND, LTD.
	By: Sculptor Capital LP, its Investment Manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CREDIT OPPORTUNITIES MASTER FUND, LTD.
	By: Sculptor Capital LP, its Investment Manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR SC II LP
	By: Sculptor Capital II LP, its Investment Manager
	By: Sculptor Capital Holding II LLC, its General Partner
	By: Sculptor Capital LP, its Member
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

Names of reporting persons

Sculptor Capital LP

Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒

SEC use only

Citizenship or place of organization

Delaware