SEC Form SC 13D/A filed by LGL Systems Acquisition Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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
			6,794,861 (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,794,861 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,794,861
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%* (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
			6,794,861 (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,794,861 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,794,861
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%* (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
			6,794,861  (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,794,861  (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,794,861
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%* (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
			6,794,861  (See Item 5)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			6,794,861  (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,794,861
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%* (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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 set out in the body of the Original Schedule 13D is set forth in Annex A hereto.

C5 Partners LLC (the "LLC") became entitled to receive the Additional Merger Shares reported hereby pursuant to the Business Combination Agreement, which provides that Legacy IronNet stockholders, including the LLC, are entitled to 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 Company’s Common Stock equals or exceeds $13.00 for ten (10) consecutive days during the two-year period following the Closing Date (August 26, 2021). The Common Stock met the volume weighted average closing share price requirement for the ten (10) consecutive days ending September 10, 2021 and the LLC’s right to receive the Additional Merger Shares became vested as of that date in consideration of the securities of Legacy IronNet surrendered on the Closing Date pursuant to the Business Combination Agreement.

(a)          C5 Investors LLC is the holder of the Shares and the Additional Merger Shares, consisting of an aggregate of 6,794,861 shares of Common Stock, which represented 6,700,484 or 7.9% of the outstanding shares of Common Stock as of August 26, 2021 plus 94,377 additional shares which became issuable pursuant to the Business Combination Agreement on September 10, 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 and the Additional Merger 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 the Additional Merger Shares and so may be deemed to beneficially own the Shares and the Additional Merger Shares.

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

SIGNATURE

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 15, 2021

Annex A

To Amendment No. 1

To Schedule 13D

Partners, Directors and Executive Officers of Reporting Persons

The following table sets forth the name, present principal occupation or employment and the principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each Partner, Director and Executive Officer of C5 Partners LLC, C5 Investors General Partner Limited, C5 Investors LP and C5 Capital Limited.

Unless otherwise indicated, the business address of each such person is 7 Vigo Street, London, W1S 3HF, UK.

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