0001193125-21-053952.txt : 20210330 0001193125-21-053952.hdr.sgml : 20210330 20210224114758 ACCESSION NUMBER: 0001193125-21-053952 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210224 FILER: 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 FILING VALUES: FORM TYPE: CORRESP 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 CORRESP 1 filename1.htm Underwriter Acceleration Request

February 24, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ruairi Regan

 

Re:    NightDragon Acquisition Corp.
   Registration Statement on Form S-1
   Filed February 9, 2021, as amended
   File No. 333-252909

Dear Mr. Regan:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of NightDragon Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 1, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, approximately 500 copies of the Preliminary Prospectus dated March 1, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very truly yours,
MORGAN STANLEY & CO. LLC
By:  

/s/ SHILPI SARAN

  Name: Shilpi Saran
  Title: Vice President

[Signature Page to Underwriter’s Acceleration Request Letter]