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

(a)    This Schedule 13D is filed by ForgePoint CyberSecurity Fund I, L.P. (“Cybersecurity LP”), ForgePoint Cyber Affiliates Fund I, L.P. (“Cyber Affiliates”), ForgePoint Cyber Co-Investors I, L.P. (“Co-Investors I”), ForgePoint Cyber Co-Investors I-B, L.P. (“Co-Investors I-B”), ForgePoint Cyber Co-Investors I-C, L.P. (“Co-Investors I-C”), ForgePoint Cyber Co-Investors I-E, L.P. (“Co-Investors I-E” and, together with Cybersecurity LP, Cyber Affiliates, Co-Investors I, Co-Investors I-B and Co-Investors I-C, collectively the “ForgePoint Funds”), ForgePoint Cybersecurity GP-I, LLC (“Cybersecurity GP”), Donald R. Dixon and Juan A. Yepez (together with the ForgePoint Funds, Cybersecurity GP and Mr. Dixon, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(b)    The address of the principal place of business of each of the Reporting Persons is 400 S. El Camino Real, Suite 1050, San Mateo, CA 94402.

(c)    The principal business of each of the Reporting Persons is the venture capital investment business.

(d)    During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)    During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)    Each of the ForgePoint Funds is a Delaware limited partnership; ForgePoint GP is a Delaware limited liability company; and each of Messrs. Dixon and Yepez is a citizen of the United States of America.

Business Combination

Certain shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were issued in connection with the completion of the business combination on August 26, 2021 (the “Closing Date”) as contemplated by that certain Agreement and Plan of Reorganization and Merger, dated March 15, 2021 and as amended on August 6, 2021 (as amended, the “Business Combination Agreement”), by and among LGL Systems Acquisition Corp., a Delaware corporation (“LGL”), LGL Systems Merger Sub Inc., a Delaware corporation (“Merger Sub”), and IronNet Cybersecurity, Inc., a Delaware corporation (“Legacy IronNet”). 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 Business Combination on the Closing Date, LGL changed its name from LGL Systems Acquisition Corp. to IronNet, Inc.

Pursuant to the Business Combination Agreement, at the effective time of the Business Combination, 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 0.8141070 of a share of Common Stock.

In addition, the Legacy IronNet stockholders may also receive additional merger consideration in the form of a pro rata portion of 1,078,125 shares of Common Stock if the volume weighted average closing share price for the Common Stock equals or exceeds $13.00 for ten (10) consecutive days during the two-year period following the closing of the Business Combination. The above-referenced Legacy IronNet stockholders may receive up to an aggregate of 140,946 additional shares of common stock as additional merger consideration.

PIPE Subscription Agreements

On the Closing Date, FPCF, a trust of which Mr. Dixon is a co-trustee (the “Dixon Trust”) and certain other unrelated purchasers (each, a “Subscriber”) purchased shares of Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share, pursuant to separate subscription agreements entered into effective as of March 15, 2021 (each, a “Subscription Agreement”) in a private placement (the “PIPE”). FPCF and the Dixon Trust purchased 200,000 and 100,000 PIPE Shares, respectively, for the purchase price of $2.0 million and $1.0 million, respectively.

The funds used by the ForgePoint Funds to acquire the securities of Legacy IronNet and the PIPE Shares were obtained from capital contributions by their respective partners.

The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of Common Stock beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection with the Business Combination or the PIPE.

Mr. Dixon is a member of the Board of Directors of the Issuer and is also a member of ForgePoint GP.

Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

(a)    See responses to Item 13 on the cover pages of this filing, which are incorporated herein by reference.

The Reporting Persons beneficially own, in the aggregate, 10,306,783 shares of Common Stock. The Reporting Persons’ aggregate beneficial ownership percentage is approximately 12.2% of the outstanding shares of Common Stock. Calculations of the percentage of the shares of Common Stock beneficially owned is based on 84,423,567 shares of Common Stock outstanding as of August 26, 2021, as disclosed in the Current Report on Form 8-K filed by the Issuer on September 1, 2021.

Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, other than the shares of Common Stock held of record by such Reporting Person, and the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, or a member of a “group,” within the meaning of Section 13 of the Exchange Act.

(b)    See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference.

(c)    Except as described in Item 3, the Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Schedule 13D.

(d)    Not applicable.

(e)    Not applicable.

Amended and Restated Registration Rights Agreement

Each of the ForgePoint Funds and Mr. Dixon are parties to that certain Amended and Restated Registration Rights Agreement, dated as of August 26, 2021 and as it may be amended, restated or otherwise modified from time to time (the “RRA”), by and among the Issuer, the ForgePoint Funds, Mr. Dixon and the securityholders of the Issuer party thereto (the “Holders”). Pursuant to the RRA, the Issuer is required to register for resale the securities held by the Holders, including the ForgePoint Funds and Mr. Dixon. In addition, pursuant to the RRA, the Holders have certain demand and piggyback registration rights.

Registration of the Resale of PIPE Shares

Pursuant to the terms of the Subscription Agreements, the Issuer is required to register the resale of the PIPE Shares, including the PIPE Shares purchased by FPCF and the Dixon Trust.

Lock-Up Agreements

In connection with the Business Combination, the Issuer and certain stockholders, officers and directors of Legacy IronNet, including each of the ForgePoint Funds and Mr. Dixon, entered into agreements (each, a “Lock-Up Agreement”) pursuant to which they have agreed not to dispose of their respective shares of Common Stock for a period of 180 days following the Business Combination, subject to customary carve-outs.

The foregoing description of the RRA, the Subscription Agreements and the Lock-up Agreements is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Schedule 13D and incorporated herein by reference.

The information provided in Items 3, 4 and 5 is hereby incorporated by reference herein.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Agreement and Plan of Reorganization and Merger, dated March 15, 2021, by and among LGL, Merger Sub and Legacy IronNet (incorporated by reference to Exhibit 2.1 to the Issuer’s Registration Statement on Form S-4/A, filed on August 6, 2021).

Amendment No. 1 to Agreement and Plan of Reorganization and Merger, dated August 6, 2021, by and among LGL, Merger Sub and Legacy IronNet. (incorporated by reference to Exhibit 2.2 to the Issuer’s Registration Statement on Form S-4/A, filed on August 6, 2021).

Form of Lock-up Agreement (incorporated by reference to Exhibit B to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed on March 15, 2021).

Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed September 1, 2021).

Agreement regarding joint filing of Schedule 13D.