SEC Form SC 13D filed by LGL Systems Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

IronNet, Inc.

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

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1	NAMES OF REPORTING PERSONS
	C5 Investors General Partner Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			6,700,484 (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,700,484 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,700,484
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.9%(1) (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	C5 Investors LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			6,700,484 (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,700,484 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,700,484
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.9%(1) (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	C5 Capital Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			6,700,484 (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,700,484 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,700,484
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.9%(1) (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	C5 Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			6,700,484 (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,700,484 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,700,484
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.9%(1) (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Introductory Statement: The shares subject to this Report (the “Shares”) are held by C5 Partners LLC (the “LLC”). C5 Investors General Partner Limited (“GP Limited”) acts on behalf of C5 Investors LP (C5 LP”), the sole manager of the LLC. C5 Capital Limited (“C5 LP”) is the investment manager of C5 LP and exercises voting and investment power with respect to the Shares.  The information required by instruction C to Schedule 13D with respect to the general partners, executive officers and directors of the Reporting Persons, as the case may be, and not included below, is set forth in Annex A hereto.

The name of the subject company (the “Company”) is IronNet Inc., and the address of its principal executive office is 7900 Tysons One Place, Suite 400, McLean, VA 22102.

This Statement is filed by C5 Partners LLC, C5 Investors General Partner Limited, C5 Investors LP and C5 Capital Limited (the “Reporting Persons”).

The business address of each of the Reporting Persons is 7 Vigo Street, London, W1S 3HF, UK.

C5 Partners LLC is a single entity investment firm focused on cyber security.

C5 Investors General Partner Limited is the general partner of C5 Investors, LP.  It is generally in the business of governing the administration and management of C5 Investors LP and C5 Partners LLC.

C5 Capital Limited is the investment manager of C5 Investors LP. C5 Capital Limited focuses on investing in cybersecurity and closely aligned sectors such as data analytics, cloud-computing infrastructure and space. It is Investment manager or advisor to multiple entities.

The remaining information required by instruction C to Schedule 13D with respect to the general partners, executive officers and directors of the Reporting Persons, as the case may be, is set forth in Annex A hereto.

During the last five years, none of the Reporting Persons, or, to their knowledge, any of the partners, directors or executive officers thereof, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)

During the last five years, none of the Reporting Persons, or, to their knowledge, any of the partners, directors or executive officers thereof, is or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

C5 Partners LLC is a limited liability company organized under the laws of Delaware, USA.

C5 Investors General Partner Limited is an exempted company incorporated and organized under the laws of the Cayman Islands.

C5 Capital Limited is a private limited company incorporated and organized under the laws of England and Wales.

C5 Investors LP is an exempted limited Partnership registered and organized under the laws of the Cayman Islands.

Between May 3 & June 29, 2018, C5 Partners LLC purchases 480,111 shares of Series B Preferred Stock and between February 7 & December 30, 2020 purchases 342,936 shares of Series B2 Preferred Stock of IronNet Cybersecurity, Inc., a Delaware corporation (“Legacy IronNet”) for aggregate consideration of $60,000,126.24.

On August 26, 2021 (the “Closing Date”), Legacy IronNet, LGL Systems Acquisition Corp., a Delaware corporation (“LGL”), and LGL Systems Merger Sub Inc., a Delaware corporation (“Merger Sub”), consummated the closing of the transactions contemplated by an Agreement and Plan of Reorganization and Merger, dated March 15, 2021, as amended August 6, 2021, by and among Legacy IronNet, LGL and Merger Sub (the “Business Combination Agreement”)

Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy IronNet and LGL was effected by the merger of Merger Sub with and into Legacy IronNet (the “Merger”), with Legacy IronNet surviving the Merger (the “Surviving Corporation”) as a wholly owned subsidiary of LGL (the Merger, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Following the consummation of the Merger on the Closing Date, LGL changed its name from LGL Systems Acquisition Corp. to IronNet, Inc. (the “Company”).

Pursuant to the Business Combination Agreement, at the effective time of the Business Combination, (i) each outstanding share of Legacy IronNet common stock and Legacy IronNet preferred stock (with each share of Legacy IronNet preferred stock being treated as if it were converted into ten (10) shares of Legacy IronNet common stock on the effective date of the Business Combination) was converted into the right to receive (a) a number of shares of Company common stock equal to the Exchange Ratio (as defined below) and (b) a cash amount payable in respect of fractional shares of Company common stock that would otherwise be issued in connection with the foregoing conversion, if applicable. Legacy IronNet stockholders, may also receive additional merger consideration in the form of a pro rata portion of 1,078,125 shares of Company common stock if the volume weighted average closing share price for the Company’s common stock equals or exceeds $13.00 for ten (10) consecutive days during the two-year period following the Closing Date (the “Contingent Consideration Right”).

The Exchange Ratio was 0.8141070 of a share of Company common stock per fully diluted share of Legacy IronNet common stock.

(a)   C5 Investors LLC is the holder of the Shares, which represent 7.9% of the outstanding shares of Common Stock as of August 26, 2021. C5 Investors General Partner Limited acts on behalf of C5 Investors LP, the sole manager of C5 Partners LLC. Therefore, C5 Investors General Partner Limited and C5 Investors LP may be deemed to beneficially own the Shares.  In addition, C5 Capital Limited, which is the investment manager of C5 Investors LP, exercises voting and investment power with respect to the Shares and so may be deemed to beneficially own the Shares.

(b)   C5 Capital Limited exercises voting and investment power with respect to the Shares.

Except as disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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.

Dated: September 9th, 2021

Name	Position(s) with Reporting Person(s)	Other Present Principal Occupation or Employment	Citizenship
Andre Pienaar	Director, Investors General Partner Limited Chief Executive Officer and a Director, C5 Capital Limited
William Kilmer	Director, C5 Investors General Partner Limited Director, C5 Capital Limited
James Coates	Director, of C5 Investors General Partner Limited		United Kingdom
Linda Zecher	Director, C5 Capital Limited