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As filed with the Securities and Exchange Commission on July 23, 2021

Registration No. 333-256129

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LGL SYSTEMS ACQUISITION CORP.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   7372   83-4599446

(State or other jurisdiction of

incorporation or organization)

 

(Primary standard industrial

classification code number)

 

(I.R.S. Employer

Identification Number)

165 W. Liberty Street, Suite 220

Reno, NV 89501

Telephone: (705) 393-9113

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert V. “Rob” LaPenta Jr.

Co-Chief Executive Officer and Chief Financial Officer

LGL Systems Acquisition Corp.

165 W. Liberty Street, Suite 220

Reno, NV 89501

Telephone: (705) 393-9113

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Michael L. Zuppone
Luke P. Iovine, III

Keith D. Pisani
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
(212) 318-6000

 

Brian F. Leaf

Garth A. Osterman
Cooley LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, VA 20190
(703) 456-8000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Reorganization and Merger described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer   
Non-accelerated filer      Smaller reporting company   
     Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED JULY 23, 2021

LGL SYSTEMS ACQUISITION CORP.

165 W. Liberty Street, Suite 220

Reno, NV 89501

NOTICE OF

SPECIAL MEETING

TO BE HELD ON                     , 2021

TO THE STOCKHOLDERS OF LGL SYSTEMS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of LGL Systems Acquisition Corp. (“LGL”), a Delaware corporation, will be held at     :00 a.m. Eastern Time, on                 , 2021, in a virtual format. You are cordially invited to attend the special meeting, which will be held for the following purposes:

 

  (1)

Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Reorganization and Merger, dated as of March 15, 2021 (as may from time to time be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among LGL, LGL Systems Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LGL (“Merger Sub”), and IronNet Cybersecurity, Inc., a Delaware corporation (“IronNet”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into IronNet, with IronNet surviving as a wholly owned subsidiary of LGL (the “Business Combination”, and LGL post-Business Combination being referred to as “LGL” or the “Combined Company”) —we refer to this proposal as the “Business Combination proposal”;

 

  (2)

Proposal No. 2—The LGL Charter Proposals—to consider and vote upon separate proposals to approve amendments to LGL’s current amended and restated certificate of incorporation (the “Existing Certificate”). The proposed amendments detailed below will be voted on separately and are collectively referred to as the “LGL charter proposals”:

a. Name Change Charter Amendment—to change the name of the public entity to “IronNet, Inc.” as opposed to “LGL Systems Acquisition Corp.”;

b. Authorized Share Charter Amendment—to increase LGL’s capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 100,000,000 authorized shares of preferred stock, as opposed to LGL having 75,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock;

c. Actions by Stockholders Charter Amendment—to require that stockholders only act at annual and special meeting of the corporation and not by written consent;

d. Corporate Opportunity Charter Amendment—to eliminate the current limitations in place on the corporate opportunity doctrine;

e. Voting Thresholds Charter Amendment—to increase the required vote thresholds to 66 2/3% for stockholders to approve amendments to the bylaws and amendments to certain provisions of the certificate of incorporation; and

f. Additional Charter Amendment—to approve all other changes, including to delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) that will no longer be relevant following the consummation of the Business Combination (the “closing”);


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  (3)

Proposal No. 3—The NYSE Proposal—to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of shares of common stock pursuant to the Business Combination and the issuance of shares of common stock to certain accredited investors or qualified institutional buyers in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes—we refer to this proposal as the “NYSE proposal”;

 

  (4)

Proposal No. 4—The Director Election Proposal—to consider and vote upon a proposal to elect eleven (11) directors who, upon consummation of the Business Combination, will become the directors of the Combined Company—we refer to this proposal as the “director election proposal”;

 

  (5)

Proposal No. 5—The Incentive Plan Proposal—to consider and vote upon a proposal to approve the IronNet, Inc. 2021 Equity Incentive Plan, which is an incentive compensation plan for directors and employees of the Combined Company following the Business Combination—we refer to this proposal as the “incentive plan proposal”;

 

  (6)

Proposal No. 6 —The ESPP Proposal— to consider and vote upon a proposal to approve the IronNet, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), to assist the Combined Company in aligning the long-term financial interests of its employees with the financial interests of its stockholders, as well as attracting, retaining and motivating employees and encouraging them to devote their best efforts to the Combined Company’s business and financial success—we refer to this proposal as the “ESPP proposal”;

 

  (7)

Proposal No. 7—The Adjournment Proposal—to consider and vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of LGL’s board of directors or the officer presiding over the special meeting, for LGL to consummate the Business Combination (including to solicit additional votes in favor of any of the foregoing proposals)—we refer to this proposal as the “adjournment proposal.”

These items of business are described in the attached proxy statement/prospectus. We encourage you to read the attached proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS.

Only holders of record of LGL common stock at the close of business on July 19, 2021 (the “LGL Record Date”) are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. LGL stockholders may attend, vote and examine the list of LGL stockholders entitled to vote at the special meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice they receive.

After careful consideration, LGL’s board of directors has determined that each of the Business Combination proposal, the LGL charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal, the ESPP proposal and the adjournment proposal is fair to and in the best interests of LGL and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination proposal, “FOR” each of the LGL charter proposals, “FOR” the NYSE proposal, “FOR” the election of all of the persons nominated by LGL’s management for election as directors, “FOR” the incentive plan proposal, “FOR” the ESPP proposal and “FOR” the adjournment proposal, if presented. When you consider the recommendation of LGL’s board of directors, you should keep in mind that LGL’s directors and officers may have interests in the Business Combination that conflict with your interests as a stockholder. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of the Sponsor and LGL’s Directors and Officers in the Business Combination.”

Pursuant to the Existing Certificate, LGL is providing the holders of shares of LGL Class A common stock originally sold as part of the units issued in its initial public offering (the “IPO,” such shares, the “Public Shares,” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing, the


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Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit as of two business days prior to the closing, in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to LGL to pay its income taxes or any other taxes payable) from the IPO. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of July 19, 2021, the LGL Record Date, of approximately $173.0 million, the estimated per share redemption price would have been approximately $10.03. Public Stockholders may elect to redeem their shares whether or not they are holders as of the LGL Record Date and whether or not they vote for the Business Combination proposal. Holders of LGL’s outstanding warrants sold in the IPO, which are exercisable for shares of LGL common stock under certain circumstances, do not have redemption rights in connection with the Business Combination. LGL Systems Acquisition Holding Company, LLC, as the initial stockholder of LGL (the “Sponsor”) has agreed to waive its redemption rights in connection with the Closing with respect to its shares, and the Sponsor’s shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of the LGL Record Date, the Sponsor owned approximately 20% of outstanding LGL common stock.

Consummation of the Business Combination is conditioned on approval of the Business Combination proposal, the LGL charter proposals, the NYSE proposal and the director election proposal (and each such proposal is cross-conditioned on the approval of each such other proposal) (collectively, the “Required Proposals”). The incentive plan proposal and ESPP proposal are conditioned upon the approval of the Required Proposals. If any of the Required Proposals is not approved, the other proposals will not be presented to LGL stockholders for a vote.

All LGL stockholders are cordially invited to attend the special meeting which will be held in virtual format. You will not be able to physically attend the special meeting. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of LGL common stock, you may also cast your vote at the special meeting electronically by visiting             . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote electronically, obtain a proxy from your broker or bank.

A complete list of LGL stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of LGL for inspection by stockholders during business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Marc J. Gabelli

Chairman of the Board of Directors and Co-Chief Executive Officer

                    , 2021


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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL LGL PUBLIC STOCKHOLDERS HAVE THE RIGHT TO HAVE THEIR SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING SHARES OF LGL COMMON STOCK MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LGL’S TRANSFER AGENT, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR STOCK EITHER BY DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF LGL STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.


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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JULY 23, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF

LGL SYSTEMS ACQUISITION CORP.

 

 

PROSPECTUS FOR UP TO 86,340,000 SHARES OF COMMON STOCK

 

 

The board of directors of each of LGL Systems Acquisition Corp., a Delaware corporation (“LGL”), and IronNet Cybersecurity, Inc., a Delaware corporation (“IronNet”), has unanimously approved the Agreement and Plan of Reorganization and Merger, dated as of March 15, 2021 (as may from time to time be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among LGL, LGL Systems Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LGL (“Merger Sub”), and IronNet, pursuant to which Merger Sub will merge with and into IronNet, with IronNet surviving as a wholly owned subsidiary of LGL (the “Business Combination”, and the post-Business Combination entity being referred to as “LGL” or the “Combined Company”). Upon the closing of the Business Combination, LGL intends to change its name from “LGL Systems Acquisition Corp.” to “IronNet, Inc.”

Pursuant to the Merger Agreement, (i) each outstanding share of IronNet common stock and IronNet preferred stock (with each share of IronNet preferred stock being treated as if it were converted into ten (10) shares of IronNet common stock on the effective date of the Business Combination) will be converted into the right to receive (a) a number of shares of LGL common stock equal to the exchange ratio, the numerator of which is $863,400,000 divided by $10.00, and the denominator of which is equal to the number of shares of IronNet common stock on a fully-diluted basis as of immediately prior to the effective time of the Business Combination, including shares of IronNet common stock issuable upon conversion/exercise of outstanding IronNet options, IronNet warrants, IronNet restricted stock units and IronNet restricted stock awards (in each case, whether or not vested) and (b) a cash amount payable in respect of fractional shares of LGL common stock that would otherwise be issued in connection with the foregoing conversion, if applicable, and (ii) each IronNet option, IronNet restricted stock unit, IronNet restricted stock award or IronNet warrant that is outstanding immediately prior to the closing of the transactions (and by its terms will not terminate upon the closing of the transactions) will remain outstanding and thereafter (x) in the case of options, represent the right to purchase a number of shares of LGL common stock equal to the number of shares of IronNet common stock subject to such option multiplied by the same exchange ratio used for IronNet common stock (rounded down to the nearest whole share) at an exercise price per share equal to the current exercise price per share for such option divided by such exchange ratio (rounded up to the nearest whole cent), (y) in the case of warrants, represent the right to purchase a number of shares of LGL common stock equal to the number of shares of IronNet preferred stock subject to such warrant multiplied by such exchange ratio, multiplied by ten (10) at an exercise price equal to the current exercise price per share (rounded up to the nearest whole cent) for such warrant divided by such exchange ratio, divided by ten (10) (rounded down to the nearest whole share), and (z) in the case of stock units and restricted stock awards, represent a number of shares of LGL common stock equal to the number of shares of IronNet common stock subject to such stock unit or restricted stock award multiplied by such exchange ratio (rounded down to the nearest whole share). In addition, IronNet stockholders and eligible holders of options, warrants, restricted stock unit awards and restricted stock awards (as applicable, only to the extent time vested as of the closing of the Business Combination) may also receive as additional merger consideration a pro rata portion of 1,078,125 additional shares of LGL common stock if the volume weighted average share price for LGL’s 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 “Earnout Shares”).

If calculated based on the capitalization of IronNet as of July 23, 2021, the exchange ratio is approximately 0.8124 of a share of LGL common stock per fully-diluted share of IronNet common stock.

Proposals to approve and adopt the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented for approval by LGL stockholders at the special meeting of stockholders of LGL scheduled to be held on                 , 2021, in virtual format and approval by IronNet stockholders via written consent.

On March 15, 2021, LGL executed subscription agreements with certain investors for the sale of an aggregate of 12,500,000 shares of LGL common stock in a private placement transaction at a purchase price of $10.00 per share for aggregate gross cash proceeds of $125 million. The closing of the sale of these shares will occur concurrently with the consummation of the Business Combination. Of the amounts subscribed for in the private placement, the Sponsor has agreed to purchase 566,000 shares of Class A common stock for $5,660,000.

LGL’s Class A common stock, redeemable warrants exercisable for shares of Class A common stock at an exercise price of $11.50 per share, and units (each consisting of one share of Class A common stock and one-half of one redeemable warrant), are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols DFNS, DFNS.WS and DFNS.U, respectively. Upon the closing of the Business Combination, it is contemplated that LGL will have a single class of common stock. LGL intends to apply for listing on the NYSE, to be effective at the consummation of the Business Combination, of the common stock to be issued in connection with the Business Combination (including the common stock issued pursuant to the related private placement) together with the common stock previously issued in its initial public offering, the warrants issued in its initial public offering and simultaneous private placement, and the common stock underlying the warrants issued in its initial public offering and simultaneous private placement, under the proposed symbols IRNT, in the case of the common stock, and IRNT.WS, in the case of the warrants. LGL will not have units traded on the NYSE following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the LGL common stock is approved for listing on the NYSE (subject only to official notice of issuance thereof and public holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties to that agreement.

LGL is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and has elected to comply with certain reduced public company reporting requirements.

 

 

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of LGL stockholders and by IronNet stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 36. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                 , 2021, and is first being mailed to LGL stockholders on or about such date.


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TABLE OF CONTENTS

 

FREQUENTLY USED TERMS

     iii  

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

     1  

QUESTIONS AND ANSWERS

     3  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     14  

SELECTED HISTORICAL FINANCIAL INFORMATION OF IRONNET

     29  

SELECTED HISTORICAL FINANCIAL INFORMATION OF LGL

     30  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     31  

FORWARD-LOOKING STATEMENTS

     33  

RISK FACTORS

     36  

SPECIAL MEETING OF LGL STOCKHOLDERS

     87  

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

     94  

THE MERGER AGREEMENT

     112  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     120  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     128  

PROPOSAL NO. 2—THE LGL CHARTER PROPOSALS

     140  

PROPOSAL NO. 3—THE NYSE PROPOSAL

     146  

PROPOSAL NO. 4—THE DIRECTOR ELECTION PROPOSAL

     147  

PROPOSAL NO. 5—THE INCENTIVE PLAN PROPOSAL

     148  

PROPOSAL NO. 6—THE ESPP PROPOSAL

     157  

PROPOSAL NO. 7—THE ADJOURNMENT PROPOSAL

     161  

INFORMATION ABOUT IRONNET

     162  

OTHER INFORMATION RELATED TO LGL

     206  

LGL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     213  

IRONNET’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     220  

BENEFICIAL OWNERSHIP OF SECURITIES

     238  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     242  

MANAGEMENT OF THE COMBINED COMPANY

     248  

DESCRIPTION OF COMBINED COMPANY’S SECURITIES AFTER THE BUSINESS COMBINATION

     257  

INFORMATION ON LGL SECURITIES AND DIVIDENDS

     264  

APPRAISAL AND DISSENTERS’ RIGHTS

     265  

OTHER STOCKHOLDER COMMUNICATIONS

     270  

LEGAL MATTERS

     270  

EXPERTS

     270  

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

     271  

WHERE YOU CAN FIND MORE INFORMATION

     271  

INDEX TO FINANCIAL STATEMENTS

     F-1  

Annexes

  

ANNEX A: AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

     Annex A  

ANNEX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

     Annex B  

ANNEX C: PUBLIC COMPANY AMENDED AND RESTATED BYLAWS

     Annex C  

ANNEX D: IRONNET, INC. 2021 EQUITY INCENTIVE PLAN

     Annex D  

ANNEX E: IRONNET, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

     Annex E  

ANNEX F: SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

     Annex F  

 

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IMPORTANT NOTE ABOUT THIS PROXY STATEMENT/ PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by LGL (File No. 333-256129) (the “Registration Statement”), constitutes a prospectus of LGL under Section 5 of the Securities Act, with respect to the shares of LGL common stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the Exchange Act with respect to the special meeting of LGL stockholders at which LGL stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained in this proxy statement/prospectus in determining whether to vote in favor of the Business Combination and the other proposals. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated                     , 2021. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to LGL stockholders or IronNet stockholders nor the issuance by LGL of common stock in connection with the Business Combination will create any implication to the contrary.

 

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FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

2021 Plan” means the 2021 Equity Incentive Plan of the Combined Company after the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

Combined Company” means LGL Systems Acquisition Corp., a Delaware corporation, after the Business Combination, which is expected to be renamed “IronNet, Inc.” upon the consummation of the Business Combination.

DGCL” means the Delaware General Corporation Law, as amended.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Exchange Ratio” means a fraction, the numerator of which is equal to the quotient obtained by dividing $863,400,000 by $10.00, and the denominator of which is equal to the number of outstanding shares of IronNet common stock on a fully diluted basis, including shares issuable upon conversion/exercise of outstanding IronNet options, IronNet warrants, IronNet restricted stock units and IronNet restricted stock awards (in each case, whether or not vested).

Founder Shares” means the 4,312,500 shares of Class B common stock of LGL that were issued prior to the Initial Public Offering and, unless otherwise indicated, assumes conversion of those shares upon consummation of the Business Combination into LGL’s single class of common stock on a one-for-one basis.

GAAP” means generally accepted accounting principles in the United States.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Initial Public Offering” or “IPO” means LGL’s initial public offering, on November 12, 2019, of 17,250,000 units, at $10.00 per unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 2,250,000 units, generating gross proceeds of $172,500,000. Simultaneously with the closing of the IPO, we consummated the sale of 5,200,000 Private Warrants at a price of $1.00 per Private Warrant in a private placement to LGL Systems Acquisition Holding Company, LLC (the “Sponsor”), generating gross proceeds of $5,200,000.

IronNet” means IronNet Cybersecurity, Inc., a Delaware corporation.

IronNet certificate of incorporation” means IronNet’s Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 30, 2019, as amended by the Certificate of Amendment to Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 25, 2020.

IronNet common stock” means, collectively, IronNet’s (i) Class A Common Stock, par value $0.0001 per share, and (ii) Class B Common Stock, par value $0.0001 per share.

IronNet option” means an option to purchase shares of IronNet common stock.

IronNet preferred stock” means, collectively, IronNet’s (i) Series A Preferred Stock, par value $0.0001 per share, (ii) Series B-1 Preferred Stock, par value $0.0001 per share and (iii) Series B-2 Preferred Stock, par value $0.0001 per share.

IronNet Record Date” means March 15, 2021.

 

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IronNet Support Agreement” means the Support Agreement dated, March 15, 2021, by and among LGL, Merger Sub and the Supporting IronNet Stockholders.

IronNet warrant” means a warrant to purchase shares of IronNet common stock (which for the avoidance of doubt is not an IronNet option).

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

LGL” means LGL Systems Acquisition Corp., a Delaware corporation, both prior to and after the Business Combination, which is expected to be renamed “IronNet, Inc.” upon the consummation of the Business Combination. In some instances, LGL after the Business Combination is alternatively referred to as the “Combined Company”.

LGL common stock” means (i) prior to the Business Combination, LGL’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, collectively, and (ii) after the Business Combination, LGL’s single class of common stock.

LGL Record Date” means July 19, 2021.

LGL warrants” means the Public Warrants and the Private Warrants.

Marcum” means Marcum LLP, an independent registered public accounting firm, serving as LGL’s auditors.

Merger Agreement” means the Agreement and Plan of Reorganization and Merger, dated as of March 15, 2021, by and among LGL, Merger Sub and IronNet, as the same may from time to time be amended, restated, supplemented or otherwise modified.

Merger Sub” means LGL Systems Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of LGL.

NYSE” means the New York Stock Exchange.

Private Placement” or “PIPE” means the private placement of an aggregate of 12,500,000 shares of LGL Class A common stock with the Subscription Investors pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, for a purchase price of $10.00 per share to LGL, or an aggregate amount of $125 million in gross cash proceeds, pursuant to the Subscription Agreements.

Private Warrants” means the 5,200,000 warrants exercisable for LGL Class A common stock at an exercise price of $11.50 per share (subject to adjustment) issued to the Sponsor in a private placement at a price of $1.00 per private warrant simultaneously with the Initial Public Offering.

Public Shares” means the common stock included in the units issued in the Initial Public Offering.

Public Stockholders” means holders of Public Shares, including the Sponsor and LGL’s officers and directors to the extent they hold Public Shares; provided, that the holders of Founder Shares will be considered a “Public Stockholder” only with respect to any Public Shares held by them.

Public Warrants” means the warrants exercisable for LGL Class A common stock at an exercise price of $11.50 per share (subject to adjustment) included in the units issued in the Initial Public Offering.

Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into in connection with the consummation of the Business Combination among LGL, certain IronNet stockholders, the holders of the Founder Shares and certain other stockholders of the Combined Company.

SEC” means the Securities and Exchange Commission.

 

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Securities Act” means the Securities Act of 1933, as amended.

Special Meeting” means the special meeting of the stockholders of LGL that is the subject of this proxy statement/prospectus.

Sponsor” means LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company.

Sponsor Agreement” means that certain letter agreement, dated on or about November 6, 2019, by and among the Sponsor and LGL, as amended or modified from time to time, including, for the avoidance of doubt, by the Sponsor Agreement Amendment.

Sponsor Agreement Amendment” means that certain amendment, dated March 15, 2021, to the Sponsor Agreement, by and between LGL and the Sponsor, to shorten the duration of the lockup period to coincide with the post-combination 180-day lockup period agreed to by the IronNet stockholders and to provide relief from the lockup provisions to allow gifts to charitable organizations.

Sponsor Support Agreement” means that certain agreement, dated March 15, 2021, by and among the Sponsor, LGL and IronNet, pursuant to which the Sponsor agreed (i) that immediately prior to consummation of the Merger it will automatically be deemed to transfer to LGL, surrender and forfeit for no consideration 25.0% (or 1,078,125) of its Founder Shares and (ii) to vote all shares of LGL common stock beneficially owned by it in favor of the LGL charter proposals.

Subscription Agreements” means, collectively, the subscription agreements, dated March 15, 2021, by and between LGL and the Subscription Investors.

Subscription Investors” means the accredited investors or qualified institutional buyers with whom LGL entered into the Subscription Agreements.

Supporting IronNet Stockholders” means, collectively, each IronNet executive officer, director and stockholder that is a party to the IronNet Support Agreement.

 

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

 

   

The parties to the Business Combination are LGL, Merger Sub and IronNet. Pursuant to the Merger Agreement, Merger Sub will merge with and into IronNet, with IronNet surviving as a wholly owned subsidiary of LGL (the “Surviving Company”). See the section entitled “The Merger Agreement.”

 

   

Pursuant to the Merger Agreement, (i) if the Exchange Ratio were calculated based on capitalization of IronNet as of July 23, 2021, each outstanding share of IronNet common stock and IronNet preferred stock (with each share of IronNet preferred stock being treated as if it were converted into ten (10) shares of IronNet common stock on the effective date of the Business Combination) will be converted into the right to receive approximately 0.8124 of a share of LGL common stock, and (ii) each IronNet option, IronNet restricted stock unit, IronNet restricted stock award or IronNet warrant that is outstanding immediately prior to the closing of the transactions (and by its terms will not terminate upon the closing of the transactions) will remain outstanding and will be exercisable for or represent an underlying number of shares of LGL common stock correspondingly adjusted by the Exchange Ratio. IronNet stockholders and eligible holders of options, warrants, restricted stock unit awards and restricted stock awards (as applicable, only to the extent time vested as of the closing of the Business Combination) may also receive as additional merger consideration a pro rata portion of 1,078,125 shares of LGL common stock if the volume weighted average share price for LGL’s common stock equals or exceeds $13.00 for ten (10) consecutive trading days during the two year period following the closing of the Business Combination. See the section entitled “Proposal No. 1—The Business Combination Proposal—Structure of the Transactions.

 

   

Immediately following the closing of the Business Combination assuming no Public Stockholder exercises its redemption rights and further assuming the settlement of all Combined Company restricted stock units issued in exchange for IronNet restricted stock units and the exercise of all Combined Company stock options issued in exchange for IronNet options, IronNet securityholders will hold approximately 72.3% of the issued and outstanding Combined Company Common Stock (on account of Combined Company Common Stock issued in the Business Combination), current LGL Public Stockholders will hold approximately 14.5% of the issued and outstanding Combined Company Common Stock, the Sponsor will hold approximately 3.2% of the Combined Company Common Stock and the remaining 10.0% will be held by the Subscription Investors (other than the Sponsor) purchasing LGL common stock in the Private Placement (defined below), in each case, based on the number of shares of LGL common stock outstanding as of March 31, 2021 without regard to any shares issuable upon exercise of LGL warrants). See the section entitled “Proposal No. 1—The Business Combination Proposal—Structure of the Transactions.

 

   

The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of LGL and IronNet; (ii) by either LGL or IronNet if the transactions are not consummated on or before the later of November 12, 2021 or such later date as LGL stockholders may approve; (iii) by either LGL or IronNet if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, which order, decree, judgment, ruling or other action is final and non-appealable; (iv) by either LGL or IronNet if the other party has breached any of its covenants or representations and warranties in any material respect such that the closing conditions regarding the accuracy thereof would not be satisfied, and has not cured its breach within forty-five (45) days (or any shorter time period that remains prior to the termination date provided in item (ii) above) of the notice of an intent to terminate, provided that the terminating party is itself not in breach; (v) by LGL if IronNet stockholder approval of the Business Combination has not been obtained within three business days following the date that this proxy statement/prospectus is disseminated by IronNet to its stockholders; or (vi) by either LGL or IronNet if, at the LGL stockholder meeting, the Business Combination shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting). See the section entitled “The Merger Agreement—Termination.”

 

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In addition to voting on the Business Combination proposal, LGL stockholders will vote on separate proposals to approve amendments to LGL’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “IronNet, Inc.” as opposed to “LGL Systems Acquisition Corp.”; (ii) increase LGL’s capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 100,000,000 authorized shares of preferred stock, as opposed to LGL having 75,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; (iii) require that stockholders only act at annual and special meeting of the corporation and not by written consent; (iv) eliminate the current limitations in place on the corporate opportunity doctrine; (v) increase the required vote thresholds to 66 2/3% for stockholders to approve amendments to the bylaws and amendments to certain provisions of the certificate of incorporation; and (vi) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) that will no longer be relevant following the consummation of the Business Combination. The stockholders of LGL will also consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by LGL of shares of LGL Class A common stock pursuant to the Business Combination and the issuance by LGL of shares of LGL common stock to certain accredited investors, qualified institutional buyers and qualified purchasers in the Private Placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes. LGL stockholders will also vote on proposals (w) to elect eleven (11) directors who, upon consummation of the Business Combination, will become the directors of the Combined Company, (x) to approve the 2021 Plan, (y) to approve the ESPP and (z) to approve, if necessary, an adjournment of the special meeting. See the sections entitled “Proposal No. 2—The LGL Charter Proposals,” “Proposal No. 3—The NYSE Proposal,” “Proposal No. 4—The Director Election Proposal,” “Proposal No. 5—The Incentive Plan Proposal,” “Proposal No. 6—The ESPP Proposal” and “Proposal No. 7—The Adjournment Proposal.”

 

   

Upon completion of the Business Combination, if management’s nominees are elected, the directors of the Combined Company will be Gen. Keith B. Alexander (Ret.) (IronNet’s Co-Chief Executive Officer and Chairman), Donald R. Dixon (a current director of IronNet), Mary E. Gallagher (a current director of LGL), Gen. John M. Keane (Ret.) (a current director of IronNet), Robert V. “Rob” LaPenta Jr. (the current Co-Chief Executive Officer and Chief Financial Officer of LGL), Vadm. John M. McConnell (Ret.) (a current director of IronNet), André Pienaar (a current director of IronNet), Hon. Michael J. Rogers (a current director of IronNet), Theodore E. Schlein (a current director of IronNet) and Vadm. Jan E. Tighe (Ret.) (a current director of IronNet). See the section entitled “Proposal No. 4—The Director Election Proposal.”

 

   

Upon completion of the Business Combination, the executive officers of the Combined Company will include Gen. Keith B. Alexander (Ret.) (IronNet’s Co-Chief Executive Officer and Chairman), William E. Welch (IronNet’s Co-Chief Executive Officer), James C. Gerber (IronNet’s Chief Financial Officer), Sean Foster (IronNet’s Chief Revenue Officer), Russell Cobb (IronNet’s Chief Marketing Officer), Donald Closser (IronNet’s Chief Product Officer). See “Management of the Combined Company.”

 

   

Pursuant to the Registration Rights Agreement, certain IronNet stockholders, the Sponsor, the holders of the Founder Shares and certain other LGL stockholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of their securities of the Combined Company, subject to certain conditions set forth therein.

 

   

In connection with the execution of the Merger Agreement, certain of IronNet’s executive officers, directors and securityholders, who collectively hold securities constituting more than 80% of the voting power represented by the outstanding shares of IronNet common stock and IronNet preferred stock, have agreed to execute and deliver a written consent with respect to the outstanding shares of IronNet common stock and preferred stock held by such holders adopting the Merger Agreement and approving the Business Combination; accordingly, IronNet expects to have the required votes to approve the IronNet merger proposal.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to LGL stockholders and IronNet stockholders. Stockholders are urged to read this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

Q.

What is the Business Combination?

 

A:

LGL, Merger Sub, a wholly owned subsidiary of LGL, and IronNet have entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into IronNet, with IronNet surviving the merger as a wholly owned subsidiary of LGL. Upon the closing of the Business Combination, LGL intends to change its name to “IronNet, Inc.”

LGL will hold the special meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting. IronNet is also providing these materials to the holders of IronNet common stock and holders of IronNet preferred stock to solicit, among other things, the required written consent to adopt and approve in all respects the Merger Agreement and the transactions contemplated thereby (the “IronNet merger proposal”). See the section entitled “The Merger Agreement” beginning on page 103. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. LGL urges you to read carefully this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

 

Q.

Why am I receiving this proxy statement/prospectus?

 

A.

LGL and IronNet have agreed to a Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. LGL stockholders are being asked to consider and vote upon a proposal to approve the adoption of the Merger Agreement, which, among other things, provides for the Business Combination whereby Merger Sub will merge with and into IronNet, with IronNet surviving as a wholly owned subsidiary of LGL. IronNet is also providing these materials to the holders of IronNet common stock and holders of IronNet preferred stock in order to solicit such holders’ written consent to the IronNet merger proposal. See the section entitled “Proposal No. 1—The Business Combination Proposal.”

This document constitutes a proxy statement of LGL, and a prospectus of LGL. It is a proxy statement because the board of directors of LGL is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because LGL, in connection with the Business Combination, is offering shares of LGL common stock in exchange for the outstanding shares of IronNet common stock and IronNet preferred stock. See the section entitled “The Merger Agreement.”

 

Q:

What will IronNet stockholders and holders of IronNet options, IronNet warrants or IronNet restricted stock units or restricted stock awards receive in the Business Combination?

 

A:

If the Business Combination is completed, each share of each series of IronNet preferred stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by IronNet as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of LGL common stock (deemed to have a value of $10 per share) based on the number of shares of IronNet common stock into which such share of preferred stock is convertible immediately prior to the effective time of the Business Combination. All shares of IronNet preferred stock are convertible into ten

 

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  (10) shares of IronNet common stock. Each share of IronNet common stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by IronNet as treasury stock or dissenting shares) will be converted into the right to receive (i) a number of shares of LGL common stock (deemed to have a value of $10 per share) equal to the Exchange Ratio and (ii) a cash amount payable in respect of fractional shares of LGL common stock that would otherwise be issued in connection with the foregoing conversion, if applicable. If calculated based on the capitalization of IronNet as of July 23, 2021, the Exchange Ratio is 0.8124 of a share of LGL common stock per fully-diluted share of IronNet common stock.

The holders of IronNet options, IronNet warrants, IronNet restricted stock units and IronNet restricted stock awards will continue to hold such options, warrants, restricted stock units and restricted stock awards, as applicable, but such options, warrants, restricted stock units and restricted stock awards will be exercisable for or represent an underlying number of shares of LGL common stock that is correspondingly adjusted by the Exchange Ratio.

Based on the number of shares of IronNet common stock and IronNet preferred stock outstanding, and the number of shares of IronNet common stock underlying outstanding IronNet options (whether or not vested), IronNet warrants, IronNet restricted stock units and IronNet restricted stock awards, in each case as of March 15, 2021, the total number of shares of LGL common stock expected to be issued or become issuable upon exercise or settlement of IronNet options, IronNet warrants, IronNet restricted stock units and IronNet restricted stock awards assumed in connection with the Business Combination is approximately 19.6 million shares.

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of LGL stockholders, which is set for                 , 2021; however, such meeting could be adjourned, as described herein. Neither LGL nor IronNet can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. LGL must first obtain the approval of its stockholders for certain of the proposals set forth in this proxy statement/prospectus; IronNet must first obtain the written consent of its stockholders to approve and adopt the Merger Agreement and the Business Combination; and LGL and IronNet must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See the section entitled “The Merger Agreement—Conditions to the Closing of the Business Combination” beginning on page 108.

 

Q.

What happens if the Business Combination is not consummated?

 

A.

If LGL does not complete the Business Combination with IronNet, for whatever reason, LGL expects to search for another target business with which to complete a business combination. If LGL does not complete the Business Combination with IronNet or another business combination by November 12, 2021 (or such later date as may be approved by LGL stockholders in an amendment to its amended and restated certificate of incorporation), LGL must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to LGL to pay its franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. Pursuant to the terms of LGL’s Existing Certificate, there are no redemption rights with respect to Founder’s Shares. In addition, the Sponsor and LGL’s officers and directors have waived any claim they may have to the trust account with respect to their Founder Shares. Accordingly, the Founder Shares held by them will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to LGL’s outstanding warrants. Accordingly, the warrants will expire worthless.

 

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If the Business Combination is not completed, IronNet stockholders will not receive any consideration for their shares of IronNet capital stock. Instead, IronNet will remain an independent company. See the sections entitled “The Merger Agreement—Termination” and “Risk Factors” beginning on page 109 and page 34, respectively.

 

Q.

What equity stake will current LGL stockholders and current IronNet stockholders hold in the Combined Company immediately after the consummation of the Business Combination?

 

A.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions set forth below and without regard to any shares issuable upon exercise of LGL warrants:

 

     Pro Forma Combined
(Assuming No Redemptions)
    Pro Forma Combined
(Assuming 50%
Redemptions)(1)
    Pro Forma Combined
(Assuming Maximum
Redemptions)(2)
 
     Number of
Shares
     %
Ownership
    Number of
Shares
     %
Ownership
    Number of
Shares
     %
Ownership
 

IronNet securityholders(3)

     86,340,000        72.3     86,340,000        78.0     86,340,000        84.6

LGL Public Stockholders

     17,250,000        14.5     8,625,000        7.8     —          0.0

Sponsor(4)

     3,800,375        3.2     3,800,375        3.4     3,800,375        3.7

Subscription Investors other than Sponsor(4)

     11,934,000        10.0    
11,934,000
 
     10.8     11,934,000        11.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

     119,324,075        100.0     110,699,375        100.0     102,074,375        100.0

 

  (1)

Assumes redemptions of 8,625,000 Public Shares of LGL’s Class A common stock in connection with the Business Combination.

  (2)

Assumes maximum redemptions of 17,250,000 public shares of LGL’s Class A common stock in connection with the Business Combination.

  (3)

Assumes the settlement of all Combined Company restricted stock units issued in exchange for IronNet restricted stock units and the exercise of all Combined Company stock options issued in exchange for IronNet options.

  (4)

Reflects the sale and issuance of 12,500,000 shares of LGL Class A common stock to the Subscription Investors in the Private Placement at $10.00 per share, of which the Sponsor has agreed to purchase 566,000 of such shares.

The ownership percentages set forth in the table above will vary on a linear basis between the three scenarios. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

Q.

How much dilution may LGL Public Stockholders that elect not to redeem their shares experience in connection with the Business Combination?

 

A.

LGL’s Public Stockholders that do not elect to redeem their Public Shares will experience significant dilution as a result of Business Combination. LGL’s Public Stockholders currently own 80% of the LGL common stock. As noted in the immediately preceding question and answer, assuming no Public Stockholders redeem their Public Shares in the Business Combination, the Public Stockholders will go from owning 80% of the LGL common stock prior to the Business Combination to owning 14.5% and 7.8%, assuming no redemptions by the Public Stockholders and assuming 50% of the Public Shares are redeemed in connection with the Business Combination (“50% Redemptions”), respectively. The table below shows the further dilution that will be experienced by the holders of Public Shares assuming no new issuances of securities by the Combined Company after the Business Combination in the following scenarios:

 

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     Percentage of all LGL
Common Stock Made up of
Public Shares After Business
Combination
     No
Redemptions
  50%
Redemptions
Assuming all of the Public Warrants are exercised for cash after the Business Combination (“Full Public Warrant Exercise”)    13.5%   7.2%

Assuming Full Public Warrant Exercise and all the Private Warrants are exercised for cash after the Business Combination (“Full Private Warrant Exercise”)

   13.0%   6.9%
Assuming Full Public Warrant Exercise and Full Private Warrant Exercise and the exercise or vesting of all Combined Company equity awards received in exchange for all IronNet options and IronNet restricted stock units, outstanding as of April 30, 2021    11.9%   6.3%

 

Q:

How will the effective rate of underwriting discounts and commissions paid on capital raised in the Initial Public Offering and retained after the Business Combination be effected by redemptions?

 

A:

LGL sold 17,250,000 units in the Initial Public Offering, with investors paying $10 for a unit consisting of one share of Class A common stock and one half of one Public Warrant. The underwriters received $3,450,000 upon completion of the Initial Public Offering and will receive an additional $6,037,500 upon consummation of the Business Combination, resulting in a 5.5% rate of underwriting discounts and commissions with respect to the capital raised by the underwriters. However, to the extent there are redemptions, the effective rate of underwriting discounts and commissions paid by the LGL and borne indirectly by its non-redeeming stockholders will be higher as measured against the offering proceeds retained post-redemption. For example, attributing no value to the Public Warrants, which will remain outstanding regardless of redemptions and may or may not be exercised, (i) assuming 50% Redemptions, the effective rate of underwriting discounts and commissions paid by LGL on retained offering proceeds will increase to 11% and (ii) assuming all 17,250,000 Public Shares are redeemed, LGL will have paid the underwriters $9,487,500 of discounts and commissions but will retain none of the $172,500,000 offering proceeds raised in the Initial Public Offering.

 

Q:

What interests do LGL’s current officers and directors have in the Business Combination?

 

A:

LGL’s directors and executive officers may have interests in the Business Combination that are different from, or in addition to or in conflict with, yours. These interests include the continued service of certain directors of LGL as directors of the Combined Company, and the indemnification of former LGL directors and officers by the Combined Company.

In addition, certain of LGL’s current executive officers and directors have financial interests in the Business Combination that are different from, or in addition to, the interests of LGL’s stockholders, other than LGL’s initial stockholders. With respect to LGL’s executive officers and directors, these interests include, among other things:

 

   

Each of LGL’s executive officers and directors has an economic interest in the Founder Shares and Private Warrants purchased by the Sponsor as a result of his or her membership interest in the Sponsor;

 

   

LGL’s amended and restated certificate of incorporation provides that if a definitive agreement to consummate a Business Combination has been executed but no Business Combination is consummated by November 12, 2021 (or such later date as may be approved by LGL stockholders), LGL is required to begin the dissolution process provided for in LGL’s amended and restated articles of incorporation. In the event of a dissolution,

 

   

the 4,312,500 Founder Shares held by the Sponsor that were purchased prior to LGL’s initial public offering for a purchase price of approximately $0.006 per share would become worthless, as the holders have waived any right to receive liquidation distributions with respect to these shares. After the forfeiture of 25% (1,078,125) of its Founder Shares pursuant to the Sponsor Support Agreement as

 

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discussed below, the 3,234,375 Founder Shares that the Sponsor will retain had an aggregate market value of approximately $32.5 million, based upon the closing price of $10.04 of the LGL common stock on the NYSE on July 19, 2021, the LGL Record Date.

 

   

all of the 5,200,000 Private Warrants purchased by the Sponsor at a price of $1.00 per warrant for an aggregate purchase price of approximately $5,200,000 would expire and become worthless. Such warrants had an aggregate value of approximately $8.8 million, based on the closing price of the Public Warrants of $1.70 on the NYSE on July 19, 2021, the LGL Record Date.

The members of LGL’s board of directors were aware of and considered the interests summarized above, among other matters, in evaluating and negotiating the Merger Agreement and the Business Combination and in recommending to LGL stockholders, that the Merger Agreement be approved and adopted. These interests are described in more detail in the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of the Sponsor and LGL’s Directors and Officers in the Business Combination” beginning on page 97. You should be aware of these interests when you consider LGL’s board of directors recommendation that you vote in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

QUESTIONS AND ANSWERS ABOUT LGL’S SPECIAL MEETING

 

Q.

Are there any other matters, other than the Business Combination proposal, being presented to LGL stockholders at the special meeting?

 

A.

In addition to voting on the Business Combination, LGL stockholders will vote on the following:

 

  1.

Separate proposals to approve amendments to LGL’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “IronNet, Inc.” as opposed to “LGL Systems Acquisition Corp.”; (ii) increase LGL’s capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to LGL having 75,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; (iii) require that stockholders only act at annual and special meeting of the corporation and not by written consent; (iv) eliminate the current limitations in place on the corporate opportunity doctrine; (v) increase the required vote thresholds to 66 2/3% for stockholders to approve amendments to the bylaws and amendments to certain provisions of the certificate of incorporation; and (vi) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) that will no longer be relevant following the consummation of the Business Combination. See the section entitled “Proposal No. 2—The LGL Charter Proposals.” A copy of LGL’s proposed second amended and restated certificate of incorporation effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex B.

 

  2.

A proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by LGL of shares of LGL common stock pursuant to the Business Combination and the issuance by LGL of shares of LGL common stock to certain accredited investors, qualified institutional buyers and qualified purchasers in the Private Placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith and any balance used for working capital purposes. See the section entitled “Proposal No. 3—The NYSE Proposal.

 

  3.

A proposal to approve the election of eleven (11) directors who, upon consummation of the Business Combination, will become the directors of the Combined Company. See the section entitled “Proposal No. 4—The Director Election Proposal.”

 

  4.

A proposal to approve the 2021 Plan. See the section entitled “Proposal No. 5—The Incentive Plan Proposal.” A copy of the 2021 Plan is attached to this proxy statement/prospectus as Annex D.

 

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  5.

A proposal to approve the ESPP. See the section entitled “Proposal No. 6—The ESPP Proposal.” A copy of the ESPP is attached to this proxy statement/prospectus as Annex E.

 

  6.

A proposal to adjourn the meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of LGL’s board of directors or the officer presiding over the special meeting, for LGL to consummate the Business Combination (including to solicit additional votes in favor of any of the foregoing proposals). See the section entitled “Proposal No. 7—The Adjournment Proposal.”

LGL will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. LGL stockholders should read it carefully.

Consummation of the Business Combination is conditioned on approval of the Business Combination proposal, the LGL charter proposals, the NYSE proposal and the director election proposal (and each such proposal is cross-conditioned on the approval of each such other proposal) (collectively, the “Required Proposals”). The incentive plan proposal and ESPP proposal are conditioned upon the approval of the Required Proposals. If any of the Required Proposals is not approved, the other proposals will not be presented to LGL stockholders for a vote.

The vote of stockholders is important. LGL stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q.

I am an LGL warrant holder. Why am I receiving this proxy statement/prospectus?

 

A.

The holders of LGL warrants are entitled to purchase LGL common stock at a purchase price of $11.50 per share beginning 30 days after the consummation of the Business Combination. This proxy statement/prospectus includes important information about LGL and the business of LGL and its subsidiaries following the consummation of the Business Combination. Because holders of LGL warrants will be entitled to purchase LGL common stock beginning 30 days after the consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

 

Q.

What will happen to LGL’s securities upon consummation of the Business Combination?

 

A.

LGL’s units, Class A common stock and warrants are currently listed on the NYSE under the symbols DFNS.U, DFNS, and DFNS. WS, respectively. Upon consummation of the Business Combination, LGL will have one class of common stock which will be listed on the NYSE under the symbol IRNT, and its Public Warrants will be listed on the NYSE under the symbol IRNT.WS. LGL will not have units traded on the NYSE following consummation of the Business Combination, and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. LGL warrant holders and those stockholders who do not elect to have their shares of LGL common stock redeemed for a pro rata share of the trust account need not submit their Class A common stock or warrant certificates, and such shares of stock and warrants will remain outstanding.

 

Q.

Why is LGL proposing the Business Combination?

 

A.

LGL was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On November 12, 2019, LGL completed its Initial Public Offering of units, with each unit consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock at a price of $11.50, raising total gross proceeds of $172,500,000. Since its Initial Public Offering, LGL’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations of IronNet and the industry in which it operates, including the financial and other information provided by IronNet in the course of the negotiations in connection with the

 

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Merger Agreement, LGL believes that IronNet has an appealing market opportunity and growth profile, strong position in its industry and a compelling valuation. As a result, LGL believes that the Business Combination with IronNet will provide LGL stockholders with an opportunity to participate in the ownership of a company with significant value. See the section entitled “Proposal No. 1—The Business Combination Proposal—LGL’s Board of Directors’ Reasons for Approval of the Business Combination.

 

Q:

What factors did LGL’s board of directors consider in connection with its decision to recommend voting in favor of the Business Combination?

 

A:

LGL’s board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. These factors included, but were not limited to, the following:

 

   

IronNet’s large and growing addressable market;

 

   

IronNet’s technology and business model;

 

   

IronNet’s experienced management team;

 

   

IronNet’s potential as a public company;

 

   

the terms and conditions of the Merger Agreement;

 

   

the financial involvement and commitment of the Subscription Investors;

 

   

IronNet’s attractiveness as a target; and

 

   

an evaluation of the alternative targets available to LGL.

In addition to the various risks associated with the business of IronNet, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, LGL’s board of directors also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the following:

 

   

IronNet’s future financial performance may be impacted by factors outside its control, including macroeconomic factors;

 

   

that IronNet’s business plan and projections may not be achieved;

 

   

that the benefits of the Business Combination may not be achieved or achieved within the expected timeframe;

 

   

that IronNet’s growth initiatives may not be achieved;

 

   

that LGL did not obtain a fairness opinion in connection with the Business Combination;

 

   

the liquidation risk to LGL if the Business Combination is not completed;

 

   

the failure to obtain the stockholder vote required for the Business Combination;

 

   

LGL’s exclusivity obligations prohibit the pursuit of an alternative business combination;

 

   

the risk that certain closing conditions are out of LGL’s control;

 

   

that LGL stockholders will hold a minority position in the Combined Company;

 

   

litigation risk with respect to the Business Combination;

 

   

fees and expenses of the Business Combination;

 

   

potential redemptions by LGL stockholders;

 

   

potential inability to retain the Combined Company’s NYSE listing following the Business Combination;

 

   

valuation risk;

 

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potential conflicts of interests; and

 

   

potential distraction to IronNet’s operations.

After considering the foregoing, LGL’s board of directors concluded, in its business judgment, that the potential benefits to LGL and its stockholders relating to the Business Combination outweighed the potentially negative factors relating to the Business Combination. LGL’s board of directors did not attempt to quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision.

For more information about the factors considered by LGL’s board of directors, see the section entitled “Proposal No. 1—The Business Combination Proposal—LGL’s Board of Directors’ Reasons for the Approval of the Business Combination.”

 

Q.

Do I have redemption rights?

 

A.

If you are a Public Stockholder, you have the right to demand that LGL redeem your shares for a pro rata portion of the cash held in LGL’s trust account. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under LGL’s current amended and restated certificate of incorporation, the Business Combination may be consummated only if LGL has at least $5,000,001 of net tangible assets after giving effect to the redemption of all public shares properly demanded to be so redeemed by Public Stockholders (the “Net Tangible Assets Condition”). This means that a substantial number of public shares may be redeemed and LGL can still consummate the Business Combination, even without taking into consideration the expected $125 million in expected gross cash proceeds from the Private Placement. In addition, IronNet is not required to consummate the Business Combination if there is not at least $125 million of cash available to LGL (inclusive of the cash available in LGL’s trust account (net of amounts paid to redeeming stockholders upon consummation of the Business Combination) and the $125 million of cash proceeds received from the Private Placement). Given the amount of proceeds expected to be received from the Private Placement, this condition and the Net Tangible Assets Condition would be satisfied even if all of the Public Stockholders seek redemption of their public shares.

 

Q.

How do I exercise my redemption rights?

 

A.

A Public Stockholder may exercise redemption rights regardless of whether it votes on the Business Combination proposal or if it is a Public Stockholder on the LGL Record Date. If you are a Public Stockholder and wish to exercise your redemption rights, you must demand by written request that LGL redeem your public shares for cash and deliver your public shares (physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (“DWAC”) System) to LGL’s transfer agent, Continental Stock Transfer & Trust Company, at the address listed at the end of this section no later than two business days prior to the special meeting. Any Public Stockholder seeking redemption will be entitled to a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $173.0 million, or $10.03 per share, as of the LGL Record Date), less any owed but unpaid taxes on the funds in the trust account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account.

Any written demand of redemption rights must be received by LGL’s transfer agent at least two business days prior to the vote taken on the Business Combination proposal at the special meeting. No demand for

 

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redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

 

Q.

Do I have appraisal rights if I object to the proposed Business Combination?

 

A.

No. Neither LGL stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under Delaware law. See the section entitled “Appraisal and Dissenters’ Rights.

 

Q.

What happens if a substantial number of Public Stockholders vote in favor of the Business Combination proposal and exercise redemption rights?

 

A.

Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way or to vote at all to exercise redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Public Stockholders are substantially reduced as a result of redemption by Public Stockholders. IronNet is not required to consummate the Business Combination if there is not at least $125 million of cash available to LGL (inclusive of the cash available in LGL’s trust account (net of amounts paid to redeeming stockholders upon consummation of the Business Combination) and the $125 million of cash proceeds received from the Private Placement). IronNet also is entitled to waive this requirement in its sole discretion. The condition requiring that LGL have at least $5,000,001 of net tangible assets may not be waived, although this condition as well as the $125 million minimum cash condition are expected to be satisfied due to the expected proceeds from the Private Placement. Also, with fewer public shares and Public Stockholders, the trading markets for LGL common stock and LGL warrants following the closing of the Business Combination may be less liquid than the market for LGL common stock and LGL warrants were prior to the Business Combination and LGL may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into IronNet’s business will be reduced and IronNet may not be able to achieve its business plans.

 

Q.

How do the Sponsor and the officers and directors of LGL intend to vote on the proposals?

 

A.

The Sponsor, as well as LGL’s officers and directors, beneficially own and are entitled to vote an aggregate of 20% of the outstanding LGL common stock. Each of these persons have agreed to vote their shares in favor of the Business Combination proposal and the LGL charter proposals and have also indicated that they intend to vote their shares in favor of all other proposals being presented at the special meeting.

 

Q.

What do I need to do now?

 

A.

LGL urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of LGL. LGL stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q.

How do I vote?

 

A.

If you are a holder of record of LGL common stock on the LGL Record Date, you may vote in person (which would include presence at a virtual meeting) at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee.

 

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After obtaining a valid legal proxy from your broker, bank or other agent, to register to attend the special meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental Stock Transfer & Trust Company. Requests for registration should be directed to mzimkind@continentalstock.com. Written requests can be mailed to: Mark Zimkind 1 State Street 30th Floor New York, NY 10004-1561.

 

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.

No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

 

Q.

May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. LGL stockholders may send a later-dated, signed proxy card to LGL’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or attend the special meeting in person (which would include presence at a virtual meeting) and vote. LGL stockholders also may revoke their proxy by sending a notice of revocation to LGL’s transfer agent, which must be received prior to the vote at the special meeting.

 

Q.

What happens if I fail to take any action with respect to the special meeting?

 

A.

If you fail to take any action with respect to the special meeting and the Business Combination is approved by LGL stockholders and consummated, you will continue to be a holder of LGL common stock or LGL warrants, as applicable. As a corollary, failure to deliver your stock certificate(s) to LGL’s transfer agent (either physically or electronically) no later than two business days prior to the special meeting means you will not have any right in connection with the Business Combination to exchange your shares for a pro rata share of the funds held in LGL’s trust account.

 

Q.

What should I do with my stock and/or warrant certificates?

 

A.

Warrant holders and those stockholders who do not elect to have their shares of LGL common stock redeemed for a pro rata share of the trust account need not submit their certificates. LGL stockholders who exercise their redemption rights must deliver their shares to LGL’s transfer agent (either physically or electronically) no later than two business days prior to the special meeting as described above.

 

Q.

What should I do if I receive more than one set of voting materials?

 

A.

LGL stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your LGL shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your LGL shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your LGL shares.

 

Q.

Who can help answer my questions?

 

A.

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or a replacement proxy card, you should contact:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200 (banks and brokers can call collect at (203) 658-9400)

Email: DFNS.info@investor.morrowsodali.com

 

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You may also obtain additional information about LGL from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a Public Stockholder and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to LGL’s transfer agent at the address below at least two business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the Business Combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

LGL

LGL Systems Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. LGL was incorporated under the laws of the State of Delaware on April 30, 2019.

On November 12, 2019, LGL closed its Initial Public Offering of 17,250,000 units and consummated the full exercise of the underwriters’ 2,250,000 unit over-allotment option, with each unit consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock at a price of $11.50 commencing 30 days after the consummation of an initial business combination. The units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $172,500,000. Simultaneously with the consummation of its Initial Public Offering and the exercise of the underwriters’ over-allotment option, LGL consummated the sale of 5,200,000 warrants at a price of $1.00 per Private Warrant in a private placement to the Sponsor, generating gross proceeds of $5,200,000. A total of $ 172,500,000 was deposited into the trust account, and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-234124). As of July 19, 2021, the LGL Record Date, there was approximately $173.0 million held in the trust account.

LGL’s units, Class A common stock and warrants are listed on the NYSE under the symbols DFNS.U, DFNS, and DFNS.WS, respectively.

The mailing address of LGL’s principal executive office is 165 W. Liberty St., Suite 220, Reno, NV 89501, and its telephone number is (705) 393-9113. After the consummation of the Business Combination, LGL’s principal executive office will be that of IronNet at 7900 Tysons One Place, Suite 400, McLean, Virginia, 22102, and its telephone number is (443) 300-6761.

Merger Sub

LGL Systems Merger Sub Inc. (“Merger Sub”) is a wholly owned subsidiary of LGL formed solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on March 12, 2021. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 165 W. Liberty St., Suite 220, Reno, NV 89501, and its telephone number is (705) 393-9113. After the consummation of the Business Combination, Merger Sub will cease to exist.


 

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IronNet

IronNet, incorporated in the state of Delaware, combines its innovative cybersecurity products with expert services to create a platform designed to deliver the most advanced, real-time cyber defense globally, protecting both private and public sectors. IronNet’s Collective Defense platform, which features proprietary and patented technology, detects cyber anomalies, and shares anonymized threat data in real time within a secure ecosystem, providing all Collective Defense members with a previously unachievable level of visibility into potential incoming threats.

The mailing address of IronNet’s principal executive office is 7900 Tysons One Place, Suite 400, McLean, Virginia, 22102, and its telephone number is (443) 300-6761.

Implications of LGL’s Status as an Emerging Growth Company and Smaller Reporting Company

As a company with less than $1.07 billion in revenue during its last fiscal year, LGL qualifies as an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, LGL is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

LGL will remain an emerging growth company until the earlier of (1) December 31, 2024 (the last day of the fiscal year following the fifth anniversary of the consummation of the Initial Public Offering), (2) the last day of the fiscal year in which LGL has total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which LGL is deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act, and (4) the date on which LGL has, during the previous three year period, issued more than $1.0 billion in nonconvertible debt.

The JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, until those standards apply to private companies. LGL has elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it is are no longer an emerging growth company or affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. LGL will remain an emerging growth company following the Business Combination. As a result, following the Business Combination, the financial statements of the Combined Company may not be comparable to companies that comply with such new or revised accounting standards. Until the date that the Combined Company is no longer an emerging growth company or affirmatively and irrevocably opts out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that applies to its financial statements and that has a different effective date for public and private companies, the Combined Company will disclose the date on which adoption is required for non-emerging growth companies and the date on which it will adopt the recently issued accounting standard.

LGL is also a “smaller reporting company,” meaning that the market value of its capital stock held by non-affiliates plus the proposed aggregate amount of gross proceeds as a result of the Private Placement is less than $700.0 million and its annual revenue is less than $100.0 million during the most recently completed fiscal year. The Combined Company may continue to be a smaller reporting company after the Business Combination if either (i) the market value of its capital stock held by nonaffiliates is less than $250.0 million or (ii) its annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of its capital stock held by non-affiliates is less than $700.0 million. If the Combined Company is a smaller reporting


 

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company at the time it ceases to be an emerging growth company, it may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company the Combined Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Reports on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

The Business Combination Proposal

Pursuant to the Merger Agreement, a business combination between LGL and IronNet will be effected whereby Merger Sub will merge with and into IronNet, with IronNet surviving as a wholly owned subsidiary of LGL.

After consideration of the factors identified and discussed in the section entitled “Proposal No. 1—The Business Combination Proposal—LGL’s Board of Directors’ Reasons for Approval of the Business Combination,” LGL’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for its Initial Public Offering, including that IronNet has a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of the Merger Agreement. See the section entitled “Proposal No. 1—The Business Combination Proposal—Structure of the Transactions” for more information.

Consideration to IronNet Stockholders

Pursuant to the Merger Agreement and excluding any Earnout Shares that may be issued, IronNet stockholders will receive an aggregate of approximately 66.7 million shares of LGL common stock. Holders of IronNet options and holders of IronNet warrants will continue to hold such options or warrants, as applicable, but such options and warrants will be exercisable to purchase an aggregate of approximately 1.9 million shares of LGL common stock. Holders of IronNet restricted stock units and restricted stock awards will continue to hold such units and awards, but such units and awards will represent an aggregate of approximately 17.7 million shares of LGL common stock.

Additional Matters Being Voted On By LGL Stockholders

The LGL Charter Proposals

In addition to voting on the Business Combination proposal, LGL stockholders will vote on separate proposals to approve amendments to LGL’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “IronNet, Inc.” as opposed to “LGL Systems Acquisition Corp.”; (ii) increase LGL’s capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 100,000,000 authorized shares of preferred stock, as opposed to LGL having 75,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; (iii) require that stockholders only act at annual and special meeting of the corporation and not by written consent; (iv) eliminate the current limitations in place on the corporate opportunity doctrine; (v) increase the required vote thresholds to 66 2/3% for stockholders to approve amendments to the bylaws and amendments to certain provisions of the certificate of incorporation; and (vi) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) that will no longer be relevant following the consummation of the Business Combination. See the section entitled “Proposal No.2—The LGL Charter Proposals.” A copy of LGL’s proposed second amended and restated certificate of incorporation effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex B.


 

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The NYSE Proposal

LGL stockholders will consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by LGL of shares of LGL common stock pursuant to the Business Combination and the issuance by LGL of shares of LGL common stock to certain accredited investors, qualified institutional buyers and qualified purchasers in the Private Placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes. See the section entitled “Proposal No. 3—The NYSE Proposal.”

The Director Election Proposal

LGL stockholders will vote to elect eleven (11) directors who, upon consummation of the Business Combination, will become the directors of the Combined Company. See the section entitled “Proposal No. 4—The Director Election Proposal.”

The Incentive Plan Proposal

LGL stockholders will vote upon a proposal to approve the 2021 Plan. The proposed 2021 Plan will reserve up to                  shares (plus the number of shares subject to outstanding awards under the 2014 Plan (as defined below) that are subsequently terminated, forfeited, cancelled or expire unexercised) of LGL common stock for issuance in accordance with the 2021 Plan’s terms, subject to certain adjustments. The purpose of the 2021 Plan is to provide the Combined Company’s and its subsidiaries’ officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to the Combined Company’s growth and profitability, with an incentive to assist the Combined Company in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence, and to provide such persons with an opportunity to acquire an equity interest in the Combined Company. The proposed 2021 Plan is attached as Annex D to this proxy statement/prospectus. You are encouraged to read the proposed 2021 Plan in its entirety. See the section entitled “Proposal No. 5—The Incentive Plan Proposal.”

The ESPP Proposal

LGL stockholders will vote upon a proposal to approve the ESPP. The proposed ESPP will reserve up to                shares LGL common stock for issuance in accordance with the ESPP’s terms, subject to certain adjustments. The purpose of the ESPP is to align the long-term financial interests of the Combined Company’s employees with the financial interests of its stockholders, as well as attracting, retaining and motivating employees and encouraging them to devote their best efforts to the Combined Company’s business and financial success. The proposed ESPP is attached as Annex E to this proxy statement/prospectus. You are encouraged to read the proposed ESPP in its entirety. See the section entitled “Proposal No. 6—The ESPP Proposal.”

The Adjournment Proposal

If LGL is unable to consummate the Business Combination for any reason, LGL’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section entitled “Proposal No. 7—The Adjournment Proposal.”

LGL Sponsor and Officers and Directors

As of July 19, 2021, the LGL Record Date for the special meeting, the Sponsor and LGL’s officers and directors beneficially owned and were entitled to vote an aggregate of 4,312,500 Founder Shares (these shares are currently held by the Sponsor, in which each of LGL’s directors and executive officers has an economic interest).


 

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The Founder Shares held by the Sponsor and LGL’s officers and directors currently constitute an aggregate of 20% of LGL’s outstanding common stock. The Sponsor also purchased an aggregate of 5,200,000 Private Warrants simultaneously with the consummation of the Initial Public Offering.

In connection with the Initial Public Offering, the Sponsor and each of LGL’s officers and directors agreed to vote their Founder Shares, as well as any LGL common stock acquired in the aftermarket, in favor of the Business Combination proposal. The Sponsor and each of LGL’s officers and directors has also indicated that he, she or it intends to vote his, her or its shares in favor of all other proposals being presented at the meeting.

In connection with the Initial Public Offering, the Sponsor entered into the Sponsor Agreement pursuant to which, it agreed not to transfer the Founder Shares (subject to limited exceptions) until the earlier of (i) one year after the consummation of an initial business combination; or (ii) the date following the completion of the LGL’s initial business combination on which LGL completes a liquidation, merger, share exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Sponsor Agreement further provided that, notwithstanding the above, if the closing price of the common stock of the Combined Company (the “Combined Company Common Stock” or “LGL Common Stock”) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after LGL’s initial business combination, the Founder Shares would be released from the above transfer restrictions.

In connection with the entering into the Merger Agreement, the Sponsor and LGL entered into the Sponsor Agreement Amendment, which shortens the duration of the lockup period for the Sponsor to six months to coincide with the post-Businsess Combination 180-day lockup period agreed to by the IronNet stockholders and provides relief from the lockup provisions to allow gifts to charitable organizations. All of LGL’s executive officers and directors entered into agreements similar to the Sponsor Agreement, and, in connection with the Merger Agreement, they entered into amendments to those agreements that are similar to the Sponsor Agreement Amendment. These amended agreements provide LGL’s executive officers and directors with the same six-month post-Business Combination lock-up restriction and the same relief from the lockup provisions to allow gifts to charitable organizations as provided for in the Sponsor Agreement, as amended by the Sponsor Agreement Amendment. Further, the Sponsor, as the holder of the Private Warrants, entered into a lock-up agreement pursuant to which it agreed not to transfer the Private Warrants or common stock underlying the Private Warrants (subject to limited exceptions) until thirty days after the consummation of an initial business combination.

In connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Support Agreement with LGL and IronNet pursuant to which the Sponsor agreed (i) that immediately prior to consummation of the Merger it will automatically be deemed to transfer to LGL, surrender and forfeit for no consideration 25.0% (or 1,078,125) of its Founder Shares and (ii) to vote all shares of LGL common stock beneficially owned by it in favor of the LGL charter proposals.

Date, Time and Place of Special Meeting of LGL Stockholders

The special meeting of stockholders will be held virtually on                 , 2021, at    :00 a.m., Eastern Time. LGL stockholders may attend, vote and examine the list of LGL stockholders entitled to vote at the special meeting by visiting [URL] and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), the special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically.


 

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Voting Power; Record Date

LGL stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned LGL common stock at the close of business on July 19, 2021, which is the LGL Record Date for the special meeting. LGL stockholders will have one vote for each share of LGL common stock owned at the close of business on the LGL Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your bank, broker or other nominee or intermediary to ensure that votes related to the shares you beneficially own are properly counted. LGL warrants do not have voting rights. On the LGL Record Date, there were 21,562,500 shares of LGL common stock entitled to vote at the special meeting, of which 17,250,000 were public shares and 4,312,500 were Founder Shares.

Quorum and Vote of LGL Stockholders

A quorum of LGL stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the outstanding shares of LGL common stock entitled to vote at the meeting is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The proposals presented at the special meeting will require the following votes:

 

   

The approval of the Business Combination proposal will require the affirmative vote of the holders of a majority of the outstanding LGL common stock (voting together as a single class) that are present (which would include presence at a virtual meeting) and entitled to vote at the special meeting. The Sponsor owns an aggregate of 4,312,500 Founder Shares, representing 20% of the outstanding LGL common stock. The Sponsor has agreed to vote its LGL common stock (including the Founder Shares) in favor of the Business Combination proposal.

 

   

The approval of each of the LGL charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of LGL common stock (voting together as a single class) on the LGL Record Date and the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock on the LGL Record Date.

 

   

The approval of the NYSE proposal will require the affirmative vote of a majority of the votes cast on the NYSE proposal by the holders of LGL common stock (voting together as a single class) (which would include votes cast by persons present at a virtual meeting).

 

   

The election of directors requires a plurality of the votes of the LGL common stock (voting together as a single class) cast (which would include votes cast by persons present at a virtual meeting). “Plurality” means that the eleven (11) individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

 

   

The approval of the incentive plan proposal will require the affirmative vote of a majority of the votes cast on the incentive plan proposal by the holders of LGL common stock (voting together as a single class) (which would include votes cast by persons present at a virtual meeting).

 

   

The approval of the ESPP proposal will require the affirmative vote of a majority of the votes cast on the ESPP proposal by the holders of LGL common stock (voting together as a single class) (which would include votes cast by persons present at a virtual meeting).

 

   

The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of LGL common stock (voting together as a single class) represented in person (which would include presence at a virtual meeting) or by proxy at the special meeting and entitled to vote thereon.


 

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Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Business Combination proposal, the LGL charter proposals, the NYSE proposal, the incentive plan proposal, the ESPP proposal and the adjournment proposal, if presented. Abstentions will have no effect on the director election proposal. Broker non-votes will have no effect on the Business Combination proposal, the NYSE proposal, the director election proposal, the incentive plan proposal, the ESPP proposal and the adjournment proposal, if presented, and will have the same effect as a vote “AGAINST” the LGL charter proposals.

As of the date of the proxy statement prospectus, the Sponsor and LGL’s officers and directors currently beneficially own an aggregate of approximately 20% of the outstanding LGL common stock in the form of Founder Shares held by the Sponsor. Each of these persons have agreed to vote the Founder Shares and any other shares of LGL common stock such person beneficially owns in favor of the Business Combination proposal and the LGL charter proposals and have also indicated that they intend to vote their shares in favor of all other proposals being presented at the special meeting. The table below shows hypothetical calculations of the remaining votes needed to approve each of the Business Combination proposal, the NYSE Proposal, the incentive plan proposal, the ESPP proposal and the adjournment at assumed percentages (50.1%, 60.0% and 70.0%) of the outstanding shares of outstanding LGL common stock (i) present at the special meeting and entitled to vote or (ii) casting votes, in light of the fact that the Founder Shares will be voted in favor of each of these proposals.

 

Hypothetical Calculations of Remaining Number of Votes Needed
to Approve the Business Combination Proposal, the NYSE Proposal,
the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal
Assumed
Percentage of
Outstanding LGL
Common

Stock (i) Present
and Entitled
to Vote or (ii)
Casting Votes(1)
   Hypothetical
Number of

(i) Shares
Present and
Entitled to
Vote or (ii) Votes
Cast(1)
   Hypothetical
Total

Votes Required
to Approve
   Founder
Shares
Voting in
Favor
   Hypothetical
Remaining

Number of
Votes
Needed
50.1%    10,802,813    5,401,407    4,312,500    1,088,907
60.0%    12,937,500    6,468,751    4,312,500    2,156,251
70.0%    15,093,750    7,546,876    4,312,500    3,234,376

 

(1)

Pursuant to NYSE policy, abstentions will count as votes cast with respect to the NYSE proposal, the incentive plan proposal and the ESPP proposal.

The table below shows the calculation of the remaining number of votes needed to vote in favor of each of the LGL charter proposals for such proposals to be approved, in light of the fact that the Founder Shares will be voted in favor of each of these proposals.

 

Calculation of Remaining Number of Votes Needed to Approve the LGL Charter Proposals

Total Votes Required to Approve

   Founder Shares Voting in Favor    Remaining Number of
Votes Needed

10,781,251

   4,312,500    6,468,751

Consummation of the Business Combination is conditioned on approval of Required Proposals (and each such Required Proposal is cross-conditioned upon the approval of each such other Required Proposal). The plan proposal and ESPP proposal are conditioned upon the approval of the Required Proposals. If any of the Required Proposals is not approved, the other proposals will not be presented to LGL stockholders for a vote.

Redemption Rights of LGL Stockholders

Pursuant to LGL’s amended and restated certificate of incorporation, a Public Stockholder may demand that LGL redeem such shares for cash if the Business Combination is consummated. Public Stockholders will be


 

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entitled to receive cash for these shares only if they deliver their stock to LGL’s transfer agent no later than two business days prior to the special meeting. Public Stockholders do not need to affirmatively vote on the Business Combination proposal or be a holder of such public shares as of the LGL Record Date to exercise redemption rights. If the Business Combination is not completed, no shares will be redeemed for cash. If a Public Stockholder properly demands redemption, LGL will redeem each public share for a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to LGL to pay its tax obligations. As of July 19, 2021, the LGL Record Date, this would amount to approximately $10.03 per share. If a Public Stockholder exercises its redemption rights, then it will be exchanging its shares of LGL common stock for cash and will no longer own the shares. See the section entitled “Special Meeting of LGL Stockholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to exercise redemption rights.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a Public Stockholder will not be redeemed for cash.

The Business Combination will not be consummated if LGL has net tangible assets of less than $5,000,001 after taking into account the redemption for cash of all public shares properly demanded to be redeemed by Public Stockholders. This means that a substantial number of public shares may be redeemed and LGL can still consummate the Business Combination. In addition, the Merger Agreement provides that IronNet is not required to consummate the Business Combination if immediately prior to the consummation of the Business Combination, LGL does not have at least $125 million of cash available to LGL (inclusive of the cash available in LGL’s trust account (net of amounts paid to redeeming stockholders upon consummation of the Business Combination) and the cash proceeds received from $125 million Private Placement). Although unlikely, if this condition is not satisfied or waived by IronNet, the Business Combination will not be consummated.

Holders of LGL warrants will not have redemption rights with respect to such securities.

Tax Consequences of the Business Combination

For a description of the material U.S. federal income tax consequences of the Business Combination to U.S. holders of IronNet capital stock, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations—Material Tax Considerations of the Business Combination to U.S. Holders of IronNet Capital Stock.”

For a description of the material U.S. federal income tax consequences of the exercise of redemption rights, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations—Material Tax Considerations Related to a Redemption of LGL Class A Common Stock.”

Appraisal and Dissenters’ Rights

None of LGL’s stockholders, unitholders or warrant holders have appraisal rights in connection with the Business Combination under Delaware law.

Under Section 262 of the DGCL, holders of shares of IronNet common stock or IronNet preferred stock who do not consent to the adoption of the Merger Agreement and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid on the amount determined to be “fair value.” IronNet stockholders considering seeking appraisal should be aware that the “fair


 

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value” of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Any holder of shares of IronNet common stock or IronNet preferred stock wishing to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of such IronNet stockholder’s shares to IronNet (as the surviving corporation in the Business Combination), and such IronNet stockholder must not submit a written consent approving the adoption of the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See the section entitled “Appraisal and Dissenters’ Rights” beginning on page 246 and Section 262 of the DGCL attached to this proxy statement/prospectus as Annex F.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person (which would include presence at a virtual meeting). LGL has engaged Morrow Sidali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at a virtual meeting) if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of LGL Stockholders—Revoking Your Proxy.”

Interests of the Sponsor and LGL’s Directors and Officers in the Business Combination

In considering the recommendation of LGL’s board of directors for LGL stockholders to vote in favor of approval of the Business Combination proposal, the LGL charter proposals and the other proposals, LGL stockholders should keep in mind that the Sponsor (in which each of LGL’s directors and executive officers has an economic interest) and LGL’s directors and officers have interests in such proposals that are different from, or in addition to, your interests as a LGL stockholder or warrant holder. These interests include, among other things:

 

   

If the Business Combination with IronNet or another business combination is not consummated by November 12, 2021 (or such later date as may be approved by LGL stockholders) (the “Combination Period”), LGL will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 4,312,500 Founder Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.006 per share prior to the Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. After the forfeiture of 25% (1,078,125) of its Founder Shares pursuant to the Sponsor Support Agreement, the 3,234,375 Founder Shares that the Sponsor will retain had an aggregate market value of approximately $32.5 million based upon the closing price of $10.04 per share on NYSE on July 19, 2021, the LGL Record Date.

 

   

The Sponsor purchased an aggregate of 5,200,000 Private Warrants from LGL for an aggregate purchase price of approximately $5.2 million (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering. All of the proceeds LGL received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $8.8 million based upon the closing price of $1.70 per Public Warrant on NYSE on July 19, 2021, the LGL Record Date. The Private Warrants will become worthless if LGL does not consummate a business combination by November 12, 2021 (or such later date as may be approved by LGL stockholders in an amendment to its amended and restated certificate of incorporation).

 

   

If LGL is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities


 

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that are owed money by LGL for services rendered or contracted for or products sold to LGL. If LGL consummates a business combination, on the other hand, LGL will be liable for all such claims.

 

   

The Sponsor and LGL’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on LGL’s behalf, such as identifying and investigating possible business targets and business combinations. However, if LGL fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, LGL may not be able to reimburse these expenses if the Business Combination with IronNet or another business combination is not completed by November 12, 2021 (or such later date as may be approved by LGL stockholders in an amendment to its amended and restated certificate of incorporation). As of July 19, 2021, the LGL Record Date, the Sponsor and LGL’s officers, directors and their affiliates had incurred less than $225,000 of unpaid reimbursable expenses.

 

   

The Merger Agreement provides for the continued indemnification of LGL’s current directors and officers and the continuation of directors and officers liability insurance covering LGL’s current directors and officers.

 

   

LGL’s officers and directors (or their affiliates) may make loans from time to time to LGL to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to LGL outside of the trust account. Up to $1,500,000 of such loans may be convertible into warrants of the Combined Company at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.

 

   

The Subscription Investors have entered into the Subscription Agreements with LGL, pursuant to which the Subscription Investors (including the Sponsor) have agreed to purchase an aggregate of 12,500,000 shares of LGL Class A common stock for a purchase price of $10.00 per share in the Private Placement. Of the amounts subscribed for in the Private Placement, the Sponsor has agreed to purchase 566,000 shares of Class A common stock for $5,660,000.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding LGL or its securities, the Sponsor, LGL’s officers and directors, IronNet or IronNet stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of LGL common stock or vote their shares in favor of the Business Combination proposal and the other proposals to be presented at the special meeting. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the voting requirements for each of the proposals to be presented at the special meeting and to help ensure that LGL has in excess of the required dollar amount to consummate the Business Combination under the Merger Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the LGL initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on LGL common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.


 

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If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that LGL will have in excess of the required amount of cash available to consummate the Business Combination as described above.

In addition, with the agreement of IronNet, LGL may seek to accomplish the Business Combination with IronNet through the use of a tender offer that conforms to the requirements of LGL’s amended and restated certificate of incorporation and otherwise complies with applicable tender offer regulations. The identity of the bidder and the terms of any such tender offer would be determined at that time. In such instance, that number of shares acquired coupled with the shares of the Sponsor and affiliates and associates of Sponsor may have sufficient voting power to approve a second step merger to effectuate a complete acquisition of IronNet.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into. LGL will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Interests of IronNet’s Directors and Executive Officers in the Business Combination

Certain of IronNet’s directors and executive officers may have interests in the Business Combination that may be different from, or in addition to, the interests of IronNet stockholders. The members of IronNet’s board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Merger Agreement and recommended that IronNet stockholders approve the IronNet merger proposal. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of IronNet’s Directors and Executive Officers in the Business Combination” beginning on page 101.

Recommendation to LGL Stockholders

LGL’s board of directors believes that the Business Combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of LGL stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination proposal, “FOR” each of the LGL charter proposals, “FOR” the NYSE proposal, “FOR” the director election proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal and “FOR” the adjournment proposal, if presented.

Recommendation to IronNet Stockholders

After consideration, IronNet’s board of directors adopted resolutions determining that the Merger Agreement, the Business Combination contemplated by the Merger Agreement, and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of IronNet and its stockholders, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and directing that the Merger Agreement be submitted to the holders of IronNet common stock and holders of IronNet preferred stock for consideration. IronNet’s board of directors recommends that the holders of IronNet common stock and holders of IronNet preferred stock approve the IronNet merger proposal (which includes the adoption of the Merger Agreement), by executing and delivering the written consent furnished with this proxy statement/prospectus.


 

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For a description of various factors considered by IronNet’s board of directors in reaching its decision to adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement, see the sections entitled “Proposal No. 1—The Business Combination Proposal—IronNet’s Board of Directors’ Reasons for Approval of the Business Combination” and “—Recommendation of IronNet’s Board of Directors” beginning on page 99 and page 101, respectively.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Business Combination is conditioned upon, among other things: (i) all necessary permits, approvals, clearances, and consents of or filings with regulatory authorities, or as specified in the agreement being procured or made, as applicable; (ii) no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Business Combination; (iii) LGL having provided an opportunity to the holders of Public Shares to redeem such shares; (iv) LGL having at least $5,000,001 of net tangible assets remaining prior to the Business Combination after taking into account the holders of public shares that properly demanded that LGL redeem their public shares for their pro rata share of the trust account; (v) the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Form S-4, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending; (vi) approval of the Business Combination proposal, the LGL charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal and the ESPP proposal (and each such proposal is cross-conditioned on the approval of all proposals) and (vii) approval of the Merger Agreement and the Business Combination by IronNet stockholders. For more information, please see the section entitled “Proposal No. 1—The Business Combination ProposalThe Merger AgreementConditions to the Closing of the Business Combination.”

IronNet’s Conditions to Closing

The obligations of IronNet to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of LGL and Merger Sub (subject to certain bring-down standards); (ii) performance of the covenants of LGL and Merger Sub to be performed as of or prior to the closing; (iii) LGL filing an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopting amended and restated bylaws (the “Combined Company’s bylaws”), each in substantially the form as attached to the Merger Agreement; (iv) LGL executing the Registration Rights Agreement; (v) the covenants of the Sponsor contained in that Sponsor Support Agreement and the Sponsor Agreement Amendment having been performed; (vi) the LGL common stock to be issued pursuant to the Merger Agreement and underlying the exchanged IronNet options and IronNet restricted stock units and restricted stock awards shall have been approved for listing on the NYSE, the Nasdaq or any other national securities exchange that be agreed upon by the parties to the Merger Agreement; and (vii) the amount of cash available to LGL shall not be less than $125 million after giving effect to payment of amounts that LGL will be required to pay to redeeming stockholders upon consummation of the Business Combination and the cash proceeds received from $125 million Private Placement. For more information, please see the section entitled “Proposal No. 1—The Business Combination ProposalThe Merger AgreementConditions to the Closing of the Business Combination.”

LGL’s and Merger Sub’s Conditions to Closing

The obligation of LGL to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of IronNet (subject to customary materiality qualifiers except for certain fundamental representations), (ii) IronNet performing in all material respects each of


 

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the covenants to be performed by it as of or prior to the closing and (iii) letters of resignation from the directors of IronNet. For more information, please see the section entitled “Proposal No. 1—The Business Combination ProposalThe Merger AgreementConditions to the Closing of the Business Combination.”

Termination

The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of LGL and IronNet; (ii) by either LGL or IronNet if the transactions are not consummated on or before the later of November 12, 2021 or such later date as LGL stockholders may approve; (iii) by either LGL or IronNet if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable; (iv) by either LGL or IronNet if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within forty-five (45) days of the notice of an intent to terminate, provided that the terminating party is itself not in breach; (v) by LGL if IronNet stockholder approval of the Business Combination has not been obtained within three business days following the date that this proxy statement/prospectus is disseminated by IronNet to its stockholders; or (vi) by either LGL or IronNet if, at the LGL stockholder meeting, the Business Combination shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting).

Stockholder Support Agreement

In connection with the execution of the Merger Agreement, certain of IronNet’s executive officers, directors and securityholders, who collectively hold securities constituting more than 80% of the voting power represented by the outstanding shares of IronNet common stock and IronNet preferred stock and (ii) more than 80% of the outstanding shares of IronNet preferred stock as a separate class, have agreed to execute and deliver a written consent with respect to the outstanding shares of IronNet common stock and preferred stock held by such holders adopting the Merger Agreement and approving the Business Combination; accordingly, IronNet expects to have the required votes to approve the IronNet merger proposal.

Anticipated Accounting Treatment of the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LGL will be treated as the “acquired” company for financial reporting purposes, and IronNet will be treated as the accounting acquiror. In accordance with this accounting method, the Business Combination will be treated as the equivalent of IronNet issuing stock for the net assets of LGL, accompanied by a recapitalization. The net assets of LGL will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of IronNet. IronNet has been deemed the accounting acquiror for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

 

   

IronNet’s existing stockholders will hold a majority ownership interest in the Combined Company, irrespective of whether existing stockholders of LGL exercise their right to redeem their shares of LGL common stock;

 

   

IronNet’s existing senior management team will comprise senior management of the Combined Company;

 

   

IronNet is the larger of the companies based on historical operating activity and employee base; and

 

   

IronNet’s operations will comprise the ongoing operations of the Combined Company.


 

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Regulatory Matters

The Business Combination is not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware necessary to effectuate the Business Combination and the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act.

Summary Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to IronNet’s business and industry, and risks of the Combined Company, are summarized below.

 

   

IronNet has experienced rapid growth in recent periods, and if the Combined Company does not manage its future growth, its business and results of operations will be adversely affected.

 

   

IronNet has a history of losses and the Combined Company may not be able to achieve or sustain profitability in the future.

 

   

If organizations do not adopt cloud-enabled, and/or SaaS-delivered cybersecurity solutions that may be based on new and untested security concepts, the Combined Company’s ability to grow its business and results of operations may be adversely affected.

 

   

Competition from existing or new companies could cause the Combined Company to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and loss of market share.

 

   

If IronNet’s solutions fail or are perceived to fail to detect or prevent incidents or have or are perceived to have defects, errors, or vulnerabilities, its brand and reputation would be harmed, which would adversely affect the Combined Company’s business and results of operations.

 

   

IronNet relies on third-party data centers and its own colocation data centers to host and operate its platform, and any disruption of or interference with its use of these facilities may negatively affect its ability to maintain the performance and reliability of its platform, which could cause its business to suffer.

 

   

The Combined Company’s future success will be substantially dependent on its ability to attract, retain, and motivate the members of its management team and other key employees throughout its organization, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could harm the Combined Company’s business.

 

   

If the Combined Company is unable to maintain successful relationships with IronNet’s distribution partners, or if its distribution partners fail to perform, the Combined Company’s ability to market, sell and distribute IronNet’s platform and solutions efficiently will be limited, and its business, financial position and results of operations will be harmed.

 

   

IronNet’s business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could have an adverse effect on the Combined Company’s business and results of operations.

 

   

The success of the Combined Company’s business will depend in part on its ability to protect and enforce its intellectual property rights.

 

   

IronNet is subject to laws and regulations, including governmental export and import controls, sanctions, and anti-corruption laws, that could impair the Combined Company’s ability to compete in its markets and subject it to liability it if is not in full compliance with applicable laws.


 

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IronNet’s management has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of the Combined Company’s financial statement or cause it to fail to meet its periodic reporting obligations.


 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF IRONNET

IronNet is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The selected consolidated statement of operations data and consolidated statement of cash flows data for the years ended January 31, 2021 and 2020 and the selected consolidated balance sheet data as of January 31, 2021 and 2020 are each derived from IronNet’s audited consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The selected consolidated statement of operations data for the three months ended April 30, 2021 and 2020 and the selected consolidated balance sheet data as of April 30, 2021 are derived from IronNet’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. In the opinion of IronNet’s management, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly IronNet’s financial position as of April 30, 2021 and the results of operations for the three months ended April 30, 2021 and 2020. The historical results are not necessarily indicative of the results to be expected in the future.

The following selected historical financial information for IronNet set forth below is only summary and should be read in conjunction with “IronNet Management’s Discussion and Analysis of Financial Condition and Reults of Operations” and IronNet’s consolidated historical financial statements and the related notes thereto contained elsewhere in this proxy statement/prospectus.

IronNet’s Selected Historical Financial Information

 

     Three Months Ended
April 30,
     Year Ended
January 31,
2021
     Year Ended
January 31,
2020
 
     2021      2020  
    

(in thousands, except
per share data)

     (in thousands, except per share data)  

Income Statement Data

           

Revenues

   $ 6,377      $ 6,869      $ 29,227      $ 23,162  

Loss from operations

     (15,321      (16,423      (55,277      (48,425

Other (expense) income, net

     (121      25        (19      567  

Net loss

     (15,500      (16,417      (55,373      (47,869

Basic and diluted net loss per common share

   $ (0.28    $ (0.31    $ (1.03    $ (0.89

 

     As of April 30,
2021
     As of January 31,
2021
     As of January 31,
2020
 
     (in thousands)      (in thousands)      (in thousands)  

Balance Sheet Data

        

Total assets

   $ 40,781      $ 51,691      $ 28,090  

Total long-term liabilities

     23,632        25,273        13,492  

Total liabilities

     50,969        46,665        25,004  

Total preferred stock

     178,598        178,598        121,211  

Total stockholders’ equity (deficit)

     (188,786      (173,572      (118,125

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF LGL

LGL is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

LGL has neither engaged in any operations nor generated any revenue to date. LGL’s only activities from inception through December 31, 2020 were organizational activities, those necessary to complete its initial public offering and identify a target company for its qualifying acquisition. LGL does not expect to generate any operating revenue until after the completion of the Business Combination.

LGL’s balance sheet data as of December 31, 2020 and 2019 and statement of operations data for fiscal year end December 31, 2020 and the period from April 30, 2019 (inception) through December 31, 2019 are derived from LGL’s audited financial statements (As Restated), included elsewhere in this proxy statement/prospectus. LGL’s balance sheet data as of March 31, 2021 and statement of operations data for the three months ended March 31, 2021 and 2020 are derived from LGL’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. In the opinion of LGL’s management, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly LGL’s financial position as of March 31, 2021 and the results of operations for the three months ended March 31, 2021 and 2020.

This information is only a summary and should be read in conjunction with LGL’s consolidated financial statements and related notes and the sections entitled “Other Information Related to LGL—LGL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of LGL. All amounts are in U.S. dollars.

LGL’s Selected Historical Financial Information

 

     Three Months Ended      Year Ended
December 31,
2020
(As Restated)
     Period from
April 30, 2019
(inception) to
December 31, 2019
(As Restated)
 
     March 31,  
     2021      2020  

Income Statement Data

           

Loss from operations

   $ 1,133,877      $ 176,292      $ (629,651    $ (724,568

Interest income

     2,558        608,661        808,527        126,688  

Net income (loss)

     4,783,501        1,465,321        (8,829,688      (1,079,160

Basic and diluted net income (loss) per common share(1)

   $ 0.62      $ 0.16      $ (1.39    $ (0.25

 

       As of March 31,        As of December 31, 2020
(As Restated)
     As of December 31, 2019
(As Restated)
 
     2021  

Balance Sheet Data

        

Cash

   $ 659,089      $ 789,497      $ 1,021,216  

Marketable Securities held in Trust Account

     173,102,474        173,192,131        172,626,688  

Total assets

     173,887,999        174,077,031        173,902,304  

Total liabilities

     24,748,953        29,721,485        20,717,071  

Total stockholders’ equity

     5,000,001        5,000,001        5,000,004  

 

(1)

Excludes income attributable to common stock subject to possible redemption of $5,313 for the three months ended March 31, 2021, $404,747 for the three months ended March 31, 2020, $459,686 for the year ended December 31, 2020 and $16,423 for the period from April 30, 2019 (inception) through December 31, 2019.


 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information (the “selected pro forma information”) gives effect to the Business Combination described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization under GAAP. Under this method of accounting, LGL is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company will represent a continuation of the financial statements of IronNet with the Business Combination being treated as the equivalent of IronNet issuing stock for the net assets of LGL, accompanied by a recapitalization. The net assets of LGL will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of IronNet in future reports of the Combined Company.

The selected unaudited pro forma condensed combined balance sheet data as of April 30, 2021 gives pro forma effect to the Business Combination as if it had occurred on April 30, 2021. The selected unaudited pro forma condensed combined statement of operations data for the three months ended April 30, 2021 and year ended January 31, 2021 gives pro forma effect to the Business Combination as if it had occurred on February 1, 2020.

The selected pro forma information has been derived from, and should be read in conjunction with, the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the historical financial statements of LGL and IronNet and related notes included elsewhere in this proxy statement/prospectus. The selected pro forma information is not necessarily indicative of what the Combined Company’s financial position or result of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of the Combined Company.

The following tables present selected pro forma Combined Company common stock issued and outstanding and pro forma combined balance sheet and statement of operations data immediately after giving effect to the Business Combination and assuming the settlement of all Combined Company restricted stock units issued in exchange for IronNet restricted stock units and the exercise of all Combined Company stock options issued in exchange for IronNet options, presented under two scenarios:

 

   

Assuming No Redemptions Scenario – this scenario assumes that no shares of Common Stock are redeemed; and

 

   

Assuming Maximum Redemptions Scenario – this scenario assumes that 17,250,000 Public Shares of LGL Class A common stock are redeemed for an aggregate payment of approximately $173.1 million. The maximum redemption amount is derived from the closing condition in the Merger Agreement that there be $125.0 million of cash available to LGL (inclusive of the cash available in LGL’s trust account (net of amounts paid to redeeming stockholders upon consummation of the Business Combination) and the $125.0 million of cash proceeds received from the Private Placement), which condition is expected to be satisfied given the expected proceeds from the Private Placement.


 

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     Pro Forma Combined
(Assuming No Redemption)
    Pro Forma Combined
(Assuming Maximum
Redemption)
 
           Shares                  %           Shares      %  

IronNet Securityholders

     86,340,000        72.3     86,340,000        84.6

LGL Public Stockholders

     17,250,000        14.5     —          0.0

Sponsor(1)

     3,800,375        3.2     3,800,375        3.7

Subscription Investors, other than Sponsor(1)

     11,934,000        10.0     11,934,000        11.7
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     119,324,375        100     102,074,375        100
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

Reflects the sale and issuance of 12,500,000 shares of LGL Class A common stock to the Subscription Investors in the Private Placement at $10.00 per share, of which the Sponsor has agreed to purchase 566,000 of such shares.

 

    Pro Forma Combined
(Assuming No Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
    Pro Forma Combined
(Assuming No Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
 
    For the three
months ended
April 30, 2021
    For the three
months ended
April 30, 2021
    For the year
ended January 31, 2021
    For the year
ended January 31, 2021
 
    (in thousands, except share and per share data)     (in thousands, except share and per share data)  

Selected Unaudited Pro Forma Condensed Combined Statement of Operations

       

Revenue

  $ 6,377     $ 6,377     $ 29,227     $ 29,227  

Net loss

  $ (10,773   $ (10,773   $ (64,974   $ (64,974

Net loss per share—Class A—basic and diluted

  $ (0.09   $ (0.11   $ (0.54   $ (0.64

Weighted-average Class A shares outstanding—basic and diluted

    119,324,375       102,074,375       119,324,375       102,074,375  

Selected Unaudited Pro Forma Condensed Combined Balance Sheet

       

Total assets

  $ 308,997     $ 135,895      

Total liabilities

  $ 69,681     $ 69,681      

Total stockholders’ equity

  $ 239,316     $ 66,214      

If the facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different, and those differences could be material.


 

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FORWARD-LOOKING STATEMENTS

LGL believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that LGL is not able to predict accurately or over which it has no control. Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. LGL’s forward-looking statements include, but are not limited to, statements regarding LGL, LGL’s management team’s, IronNet’s and IronNet’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

our ability to consummate the Business Combination;

 

   

the anticipated timing of the Business Combination;

 

   

the expected benefits of the Business Combination;

 

   

the Combined Company’s financial and business performance following the Business Combination, including financial projections and business metrics;

 

   

changes in the Combined Company’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;

 

   

the implementation, market acceptance and success of the Combined Company’s business model and growth strategy;

 

   

IronNet’s expectations and forecasts with respect to the size and growth of the cybersecurity industry and IronNet’s products and services in particular;

 

   

the ability of IronNet’s products and services to meet customers’ needs;

 

   

IronNet’s ability to compete with others in the cybersecurity industry;

 

   

IronNet’s ability to retain pricing power with its products;

 

   

IronNet’s ability to grow its market share;

 

   

the Combined Company’s ability to attract and retain qualified employees and management;

 

   

the Combined Company’s ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand its product offerings and gain market acceptance of its products, including in new geographies;

 

   

the Combined Company’s ability to develop and maintain IronNet’s brand and reputation;

 

   

developments and projections relating to IronNet’s competitors and industry;

 

   

the impact of the COVID-19 pandemic on IronNet’s business and on the economy in general;

 

   

IronNet’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

 

   

expectations regarding the time during which the Combined Company will be an emerging growth company and a smaller reporting company under SEC rules;

 

   

the Combined Company’s future capital requirements and sources and uses of cash;

 

   

the Combined Company’s ability to obtain funding for its operations and future growth; and

 

   

the Combined Company’s business, expansion plans and opportunities.

 

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These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

   

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

 

   

the outcome of any legal proceedings that may be instituted against LGL or IronNet following announcement of the proposed Business Combination and transactions contemplated thereby;

 

   

the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of LGL or to satisfy other conditions to the closing of the proposed Merger in the Business Combination Agreement;

 

   

the ability to obtain or maintain the listing of LGL’s securities on the NYSE following the Business Combination;

 

   

the risk that the proposed Business Combination disrupts current plans and operations of IronNet as a result of the consummation of the transactions described herein;

 

   

the potential liquidity and trading of LGL’s public securities;

 

   

the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemption of public shares by LGL stockholders;

 

   

the ability of the Combined Company to execute its business model and operate in highly competitive markets, and potential adverse effects of this competition;

 

   

risk of decreased revenues due to pricing pressures;

 

   

the Combined Company’s ability to attract, motivate and retain qualified employees, including members of its senior management team;

 

   

the Combined Company’s ability to maintain a high level of client service and expand operations;

 

   

potential failure to comply with privacy and information security regulations governing the client datasets IronNet processes and stores;

 

   

the risk that IronNet or the Combined Company is unsuccessful in integrating potential acquired businesses and product lines;

 

   

potential issues with IronNet’s product offerings that could cause legal exposure, reputational damage and an inability to deliver products or services;

 

   

the ability of the Combined Company to develop new products, improve existing products and adapt its business model to keep pace with industry trends;

 

   

the risk that IronNet’s products and services fail to interoperate with third-party systems;

 

   

the ability to maintain effective controls over disclosure and financial reporting that enable the Combined Company to comply with regulations and produce accurate financial statements;

 

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the potential disruption of IronNet’s products, offerings, website and networks;

 

   

the ability to deliver products and services following a disaster or business continuity event;

 

   

increased risks resulting from IronNet’s international operations;

 

   

potential unauthorized use of IronNet’s products and technology by third parties;

 

   

global economic conditions;

 

   

the impact of health epidemics, including the COVID-19 pandemic, on IronNet’s business and the actions IronNet or the Combined Company may take in response thereto;

 

   

exchange rate fluctuations and volatility in global currency markets;

 

   

changes in applicable laws or regulations;

 

   

the ability to comply with various trade restrictions, such as sanctions and export controls;

 

   

potential intellectual property infringement claims;

 

   

the ability to comply with the anti-corruption laws of the United States and various international jurisdictions;

 

   

potential impairment charges related to goodwill, identified intangible assets and fixed assets;

 

   

potential litigation involving LGL or IronNet following the consummation of the Business Combination;

 

   

costs related to the Business Combination;

 

   

the Combined Company’s ability to raise capital; and

 

   

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.

Before you grant your proxy or instruct your bank or broker how to vote, or vote on the Business Combination proposal, the LGL charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal, the ESPP proposal or the adjournment proposal, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus may adversely affect LGL and/or IronNet.

 

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RISK FACTORS

The Combined Company will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment in the Combined Company following consummation of the Business Combination will be subject to the significant risks affecting IronNet and inherent to the industry in which it operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, the Combined Company’s business and financial results could be adversely affected in a material way. This could cause the trading price of its common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment.

Risks Related to IronNet’s Business and Industry

IronNet has experienced rapid growth in recent periods, and if the Combined Company does not manage its future growth, its business and results of operations will be adversely affected.

IronNet has experienced rapid revenue growth in recent periods, and following the Business Combination the Combined Company expects to continue to invest broadly across its organization to support its growth. For example, IronNet’s headcount grew from 196 full-time employees as of January 31, 2019 to 246 full-time employees as of January 31, 2021 and 270 full-time employees as of April 30, 2021. Although IronNet has experienced rapid growth historically, following the Business Combination, the Combined Company may not be able sustain IronNet’s current growth rates, nor can we assure you that the Combined Company’s investments to support its growth will be successful. The growth and expansion of the Combined Company’s business will require it to invest significant financial and operational resources and the continuous dedication of its management team. IronNet has encountered, and the Combined Company will continue to encounter, risks and difficulties frequently experienced by rapidly growing companies in evolving industries, including market acceptance of its products, adding new customers, intense competition, and its ability to manage its costs and operating expenses. The Combined Company’s future success will depend in part on its ability to manage its growth effectively, which will require the Combined Company to, among other things:

 

   

effectively attract, integrate and retain a large number of new employees, particularly members of its sales and marketing, data science, and research and development teams;

 

   

further improve its platform and products, including its cloud modules and security capabilities, analytics, collective defense capabilities, and visualizations, and IT infrastructure, including expanding and optimizing its data centers, collection, and analytic capabilities, to support its business needs;

 

   

enhance its information and communication systems to ensure that its employees and offices around the world are well coordinated and can effectively communicate with each other and its growing base of customers and partners; and

 

   

improve its financial, management, and compliance systems and controls.

If the Combined Company fails to achieve these objectives effectively, its ability to manage its expected growth, ensure uninterrupted operation of its platform and key business systems, and comply with the rules and regulations applicable to its business could be impaired. Additionally, the quality of its platform and services could suffer and it may not be able to adequately address competitive challenges. Any of the foregoing could adversely affect the Combined Company’s business, results of operations, and financial condition.

 

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IronNet has a history of losses and the Combined Company may not be able to achieve or sustain profitability in the future.

IronNet has incurred net losses in all periods since its inception. IronNet experienced net losses of $55.4 million and $47.9 million for fiscal 2021 and fiscal 2020, respectively, and $15.5 million and $16.4 million for the three months ended April 30, 2021 and 2020, respectively. As of April 30, 2021, IronNet had an accumulated deficit of $188.8 million. While IronNet has experienced significant growth in revenue in recent periods, we cannot predict when or whether the Combined Company will reach or maintain profitability. We also expect the Combined Company’s operating expenses to increase over IronNet’s historical expenses in the future as the Combined Company continues to invest for future growth, which will negatively affect its results of operations if its total revenue does not increase. We cannot assure you that these investments will result in substantial increases in its total revenue or improvements in its results of operations. In addition to the anticipated costs to grow the Combined Company’s business, we also expect to incur significant additional legal, accounting, and other expenses as a newly public operating company. Any failure to increase the Combined Company’s revenue as it invests in its business or to manage its costs could prevent it from achieving or maintaining profitability or positive cash flow.

IronNet’s limited operating history makes it difficult to evaluate its current business and the Combined Company’s future prospects and may increase the risk of your investment.

IronNet was founded in 2014 and launched its first cybersecurity network detection and response product in 2016 (IronDefense) and its first collective defense product in 2018 (IronDome). IronNet’s limited operating history makes it difficult to evaluate its current business, the Combined Company’s future prospects, and other trends, including its ability to plan for and model future growth. IronNet has encountered, and the Combined Company will continue to encounter, risks, uncertainties, and difficulties frequently experienced by rapidly growing companies in evolving industries, including its ability to achieve broad market acceptance of cloud-enabled, and/or software as a service (“SaaS”) delivered cybersecurity solutions and its platform, attract additional customers, grow partnerships, compete effectively, build and maintain effective compliance programs, and manage increasing expenses as it continues to invest in its business. If the Combined Company does not address these risks, uncertainties and difficulties successfully, its business, and results of operations will be harmed. Further, IronNet has limited historical financial data and operates in a rapidly evolving market. As a result, any predictions about the Combined Company’s future revenue and expenses may not be as accurate as they would be if IronNet had a longer operating history or operated in a more predictable market.

The COVID-19 pandemic could adversely affect the Combined Company’s business, operating results and future revenue.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak has spread across the globe and is impacting worldwide economic activity and financial markets. In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, IronNet has taken precautionary measures intended to mitigate the spread of the virus and minimize the risk to its employees, customers, partners, and the communities in which it operates. These measures include transitioning its employee population to work remotely from home, imposing travel restrictions for its employees, shifting customer, partner and investor events to virtual-only formats, and limiting capacity at any of its offices which have reopened or may reopen during the pandemic’s duration. These precautionary measures, many of which IronNet has now made largely permanent and sustainable, and associated economic issues, both in the United States and across the globe, could negatively affect IronNet’s CS efforts, significantly delay and lengthen its sales cycles, impact its sales and marketing efforts, reduce employee efficiency and productivity, slow its international expansion efforts, increase cybersecurity risks, and create operational or other challenges, any of which could harm its business and results of operations. Moreover, due to IronNet’s subscription-based business model, the effect of the COVID-19 pandemic may not be fully reflected in the Combined Company’s results of operations until future periods, if at all.

 

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In addition, the COVID-19 pandemic may disrupt the operations of IronNet’s prospective clients, customers, and partners for an indefinite period of time. Some of its customers have been negatively impacted by the COVID-19 pandemic, which could result in delays in accounts receivable collection, or result in decreased technology spending, including spending on cybersecurity, which could negatively affect the Combined Company’s revenues. Some of its prospective clients have also been negatively impacted by the COVID-19 pandemic, which could result in delays in sales or lengthen purchasing decisions.

More generally, the COVID-19 pandemic has adversely affected economies and financial markets globally, and continued uncertainty could lead to a prolonged economic downturn, which could result in a larger customer turnover than is currently anticipated, reduced demand for IronNet’s products and services, and increased length of sales cycles, in which case the Combined Company’s revenues could be significantly impacted. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this “Risk Factors” section and elsewhere in this proxy statement/prospectus. It is not possible at this time to estimate the impact that the COVID-19 pandemic could have on the Combined Company’s business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

If organizations do not adopt cloud-enabled, and/or SaaS-delivered cybersecurity solutions that may be based on new and untested security concepts, the Combined Company’s ability to grow its business and results of operations may be adversely affected.

The Combined Company’s future success depends on the growth in the market for cloud-enabled and/or SaaS-delivered cybersecurity solutions. The use of SaaS solutions to manage and automate security and IT operations is rapidly evolving. As such, it is difficult to predict its potential growth, customer adoption and retention rates, customer demand for IronNet’s solutions, or the success of existing or future competitive products. Any expansion in IronNet’s market depends on a number of factors, including the cost, performance and perceived value associated with its solutions and those of its competitors. If IronNet’s solutions do not achieve widespread adoption or there is a reduction in demand for its solutions due to a lack of customer acceptance, technological challenges, competing products, privacy or other liability concerns, decreases in corporate spending, weakening economic conditions, or otherwise, it could adversely affect the Combined Company’s business, results of operations and financial results, resulting from such things as early terminations, reduced customer retention rates, or decreased sales. We do not know whether the trend in adoption of cloud-enabled and/or SaaS-delivered cybersecurity solutions that IronNet has experienced in the past will continue in the future. Furthermore, if IronNet or other SaaS security providers experience security incidents, loss, or disclosure of customer data, disruptions in delivery, or other problems, the market for SaaS solutions as a whole, including IronNet’s security solutions, could be negatively affected.

In addition to reliance on a cloud-enabled and/or SaaS-delivered model, the cybersecurity solutions of the Combined Company utilize a novel and relatively new approach to collective defense that relies on customers sharing sensitive customer information with the Combined Company. Some of that raw customer information may contain personal or confidential information, or data perceived to be personal or confidential information. From that customer information, the Combined Company generates analytics that allow it to deliver threat knowledge and network intelligence at machine speed across a wide variety of industries. Because this new approach requires the sharing of sensitive customer information, concerns may exist that sharing of the customer information may violate, or be perceived as potentially violating, privacy laws or providing a competitive advantage to another entity. As a result, some current or prospective customers may decide not to procure the Combined Company’s products or share any customer information. Such lack of acceptance could have negative effects on the Combined Company, including reduced or lost revenues or inadequate information being available for the Combined Company’s analysis, thus making its products less effective. In addition, uncertainties about the regulatory environment concerning personal information and the potential liability raised by sharing such information could further inhibit the broad-scale adoption of its solutions.

 

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Historically, information sharing related to cybersecurity has been a very well accepted concept from a theoretical perspective but very difficult to implement in practice. Companies are generally reluctant to share their sensitive cyber information with other entities, despite knowing the advantages of doing so. Although raw customer information will not be shared with other parties, it does undergo filtering, concatenation, and other transformations within the IronNet solutions with the goal of removing any sensitive or personal information. Misperceptions may exist, however, about what information gets shared, with whom that information is shared, and the jurisdictions (including foreign countries) of the companies with which the information gets shared. Further, concerns of existing or potential customers may exist related to the ability to completely remove any indicia of the source company, general market rejection of information sharing, or specific market skepticism of IronNet’s approach to collective defense, which may further add to a lack of customer acceptance.

In addition to the potential concerns related to sharing sensitive information in a system consisting of commercial or potentially competitive entities, additional concerns can arise when governments become involved as participants in the collective defense ecosystem. From a commercial perspective, companies frequently view information sharing with governments as risky, based on perceptions that the governments might use such shared information to take action against the companies or to otherwise utilize it in a way that will expose such companies to liability. Such perceptions could lead commercial entities to stop sharing, not procure IronNet’s services in the first place, or terminate their relationship with the Combined Company altogether. Similarly, governments (as customers) may be unable to properly process such data or utilize it in a meaningful way, or share useful information back into the IronNet solutions. Any of these concerns could lead to reduced sales or contribute to a lack of customer acceptance. In addition, the mere involvement of one or more government entities may harm the Combined Company’s reputation with certain companies.

If the Combined Company is unable to attract new customers, its future results of operations could be harmed.

To expand its customer base, the Combined Company will need to convince potential customers to allocate a portion of their discretionary budgets to purchase IronNet’s platform and solutions. IronNet’s sales efforts have often involved educating its prospective customers about the uses and benefits of its platform and solutions. Enterprises and governments that use legacy security products, such as signature-based or malware-focused products, firewalls, intrusion prevention systems and endpoint technologies, may be hesitant to purchase IronNet’s platform and solutions if they believe that legacy security products are more cost effective, provide substantially the same functionality as IronNet’s platform and solutions or provide a level of cybersecurity that is sufficient to meet their needs.

The Combined Company may have difficulty convincing prospective customers of the value of adopting IronNet’s solutions. Even if the Combined Company is successful in convincing prospective customers that a cloud-enabled platform like IronNet’s is critical to protect against cyberattacks, they may not decide to purchase IronNet’s platform and solutions for a variety of reasons, some of which are out of IronNet’s control. For example, any future deterioration in general economic conditions, including a downturn due to the outbreak of diseases such as COVID-19, may cause IronNet’s current and prospective customers to cut their overall security and IT operations spending, and such cuts may fall disproportionately on cloud-based security solutions. Economic weakness, customer financial difficulties, and constrained spending on security and IT operations may result in decreased revenue and adversely affect the Combined Company’s results of operations and financial condition. Additionally, if the incidence of cyberattacks were to decline, or enterprises or governments perceive that the general level or relative risk of cyberattacks has declined, the Combined Company’s ability to attract new customers and expand sales of IronNet’s solutions to existing customers could be adversely affected. If organizations do not continue to adopt IronNet’s platform and solutions, the Combined Company’s sales will not grow as quickly as anticipated, or at all, and its business, results of operations, and financial condition would be harmed.

 

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If IronNet’s customers do not renew their subscriptions for its products, the Combined Company’s future results of operations could be harmed.

In order for the Combined Company to maintain or improve its results of operations, it is important that IronNet’s customers renew their subscriptions for its platform and solutions when existing contract terms expire, and that the Combined Company expands its commercial relationships with IronNet’s existing customers by selling additional subscriptions. IronNet’s customers have no obligation to renew their subscriptions after the expiration of their contractual subscription period, which is generally one year, and in the normal course of business, some customers have elected not to renew. In addition, IronNet’s customers may renew for shorter contract subscription lengths or cease using certain solutions. IronNet’s customer retention and expansion may decline or fluctuate as a result of a number of factors, including its customers’ satisfaction with its services, its pricing, customer security and networking issues and requirements, its customers’ spending levels, mergers and acquisitions involving its customers, industry developments, competition and general economic conditions. If the Combined Company’s efforts to maintain and expand its relationships with IronNet’s existing customers are not successful, the Combined Company’s business, results of operations, and financial condition may materially suffer.

As a first mover in collective defense for the commercial sector, IronNet may face significant liability if it is unable to effectively anonymize and safeguard its clients’ data.

IronNet is the first major commercial vendor to offer an end-to-end means to take full advantage of the collective defense concept that relies on customers sharing sensitive customer information with IronNet. While raw customer information is not shared with other parties and shared data undergoes filtering and other transformations within the IronNet solution, with the goal of removing any sensitive or personal information, it is possible that customer information could be accessed by third parties (including competitors of IronNet’s clients), through a failure of IronNet’s procedures to effectively anonymize the shared data or as a result of hackers gaining access to the raw data collected by IronNet. To the extent IronNet is not able to effectively anonymize and protect its customers’ data, it may be subject to liability, which could adversely affect its business, results of operations and financial condition. In addition, given the novelty of IronNet’s approach, it is possible that other risks could surface of which IronNet is currently unaware.

Competition from existing or new companies could cause IronNet to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and loss of market share.

The market for cybersecurity solutions is intensely competitive, fragmented, and characterized by rapid changes in technology, customer requirements, industry standards, increasingly sophisticated attackers, and by frequent introductions of new or improved products to combat security threats. We expect the Combined Company to continue to face intense competition from IronNet’s current competitors, as well as from new entrants into the market. If the Combined Company is unable to anticipate or react to these challenges, its competitive position could weaken, and it could experience a decline in revenue or reduced revenue growth, and loss of market share that would adversely affect its business, financial condition and results of operations. The ability to compete effectively will depend upon numerous factors, many of which are beyond IronNet’s control, including, but not limited to:

 

   

product capabilities, including performance and reliability, of its platform, including its services and features particularly in the areas of analytics and collective defense, compared to those of its competitors;

 

   

its ability, and the ability of its competitors, to improve existing products, services and features, or to develop new ones to address evolving customer needs;

 

   

its ability to attract, retain and motivate talented employees;

 

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its ability to establish, capitalize on, maintain, and grow relationships with distribution and technology partners;

 

   

the strength of its sales and marketing efforts; and

 

   

acquisitions or consolidation within its industry, which may result in more formidable competitors.

IronNet’s competitors include the following companies by general category:

 

   

First generation Network Detection and Response (NDR) vendors such as DarkTrace or Vectra Networks, who offer point products based on Bayesian analysis, outlier analysis, and heuristic detection-based detection;

 

   

Network security vendors, such as Cisco and Palo Alto Networks, Inc., who are supplementing their core network security additional behavioral-based detection with behavioral-based detection, threat intelligence and security operations solutions; and

 

   

Legacy network infrastructure and performance monitoring companies such as ExtraHop and Arista Networks, who are adding security use cases to their infrastructure products.

Many of these competitors have greater financial, technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a significantly larger base of customers than IronNet does. They may be able to devote greater resources to the development, promotion, and sale of services than the Combined Company can, and they may offer lower pricing than IronNet does. Further, they may have greater resources for research and development of new technologies, the provision of customer support, and the pursuit of acquisitions, or they may have other financial, technical or other resource advantages. IronNet’s larger competitors have substantially broader and more diverse product and services offerings as well as routes to market, which may allow them to leverage their relationships based on other products, or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing IronNet’s products.

Conditions in IronNet’s market could change rapidly and significantly as a result of technological advancements, partnering or acquisitions by competitors or continuing market consolidation. Some of IronNet’s current or potential competitors have made or could make acquisitions of businesses or establish cooperative relationships that may allow them to offer more directly competitive and comprehensive solutions than were previously offered and adapt more quickly to new technologies and customer needs. These competitive pressures in the market or the Combined Company’s failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins, increased net losses and loss of market share. Further, many competitors that specialize in providing protection from particular types of security threats may be able to deliver these more targeted security products to the market quicker than the Combined Company can or may be able to convince organizations that these more limited products meet their needs.

Even if there is significant demand for cloud-based security solutions like IronNet’s or if its competitors include functionality that is, or is perceived to be, equivalent to or better than IronNet’s in legacy products that are already generally accepted as necessary components of an organization’s cybersecurity architecture, the Combined Company may have difficulty increasing the market penetration of IronNet’s platform. Furthermore, even if the functionality offered by other security and IT operations providers is different and more limited than the functionality of IronNet’s platform, organizations may elect to accept such limited functionality in lieu of adding products from additional vendors like IronNet. If the Combined Company is unable to compete successfully, its business, financial condition, and results of operations would be adversely affected.

Competitive pricing pressure may reduce gross profits and adversely affect the Combined Company’s financial results.

If the Combined Company is unable to maintain IronNet’s pricing due to competitive pressures or other factors, its margins may be reduced and its gross profits, business, results of operations and financial condition

 

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may be adversely affected. The subscription prices for IronNet’s platform, solutions, and professional services may decline for a variety of reasons, including competitive pricing pressures, discounts, anticipation of the introduction of new solutions by competitors, or promotional programs offered by the Combined Company or its competitors. Competition continues to increase in the market segments in which IronNet operates, and we expect competition to further increase in the future. Larger competitors with more diverse product and service offerings may reduce the price of products or subscriptions that compete with IronNet’s or may bundle them with other products and subscriptions in an effort to leverage their existing market share to make it harder for newer companies, like IronNet, to effectively compete.

If IronNet’s solutions fail or are perceived to fail to detect or prevent incidents or have or are perceived to have defects, errors, or vulnerabilities, its brand and reputation would be harmed, which would adversely affect the Combined Company’s business and results of operations.

Real or perceived defects, errors, or vulnerabilities in IronNet’s platform and solutions, the failure of its platform to detect or prevent incidents, including advanced and newly developed attacks, misconfiguration of its solutions, actions or inactions by employees or contractors that create vulnerabilities in its platform or solutions, or the failure of customers to take action on attacks identified by its platform could harm IronNet’s reputation and adversely affect the Combined Company’s business, financial position, and results of operations. Because its cloud-enabled security platform is complex, it may contain defects or errors that are not detected until after deployment. We cannot assure you that IronNet’s products will detect all cyberattacks, especially in light of the rapidly changing security threat landscape that its solution seeks to address. Due to a variety of both internal and external factors, including, without limitation, defects or misconfigurations of its solutions, its solutions could become vulnerable to security incidents (both from intentional attacks and accidental causes) that cause them to fail to secure networks and detect and block attacks. In addition, because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, there is a risk that an advanced attack could emerge that IronNet’s cloud-enabled security platform is unable to detect or prevent until after some of its customers are affected. For example, certain computer hackers may be supported or directly employed by so-called nation-states, which are generally defined as sovereign territories with individuals who share a common history and set of ideals. In the context of cybersecurity, certain aggressive nation-states with a history of disregarding generally acceptable computer network norms may employ particularly sophisticated and experienced actors who focus on being persistent, unpredictable, and innovative, with the ability to tap into significant nation-state budgets. This allows such nation-state attackers to develop expansive attack playbooks and access to cutting-edge technology to facilitate their attacks, including new, or so-called zero-day, attacks. Such nation-state attackers could successfully attack IronNet or an IronNet customer, which could significantly harm the Combined Company’s reputation. Additionally, IronNet’s platform may falsely indicate a cyberattack or threat that does not actually exist, which may lessen customers’ trust in its solutions.

Moreover, as its cloud-enabled security platform is adopted by an increasing number of enterprises and governments, it is possible that the individuals and organizations behind advanced cyberattacks will begin to focus on finding ways to defeat its security platform. If this happens, IronNet’s systems and subscription customers could be specifically targeted by attackers and could result in vulnerabilities in its platform or undermine the market acceptance of its platform and could adversely affect its reputation as a provider of security solutions. Because IronNet hosts customer data on its cloud and other platforms, which in some cases may contain personally identifiable information (“PII”) or potentially confidential information, a security compromise, or an accidental or intentional misconfiguration or malfunction of its platform could result in PII and other customer data being accessible to attackers or to other customers. Further, if a high-profile security breach occurs with respect to another next-generation or cloud-enabled security system, IronNet’s customers and potential customers may lose trust in such solutions generally, and cloud-enabled security solutions in particular.

Organizations are increasingly subject to a wide variety of attacks on their networks, systems, and endpoints. No security solution, including IronNet’s platform, can address all possible security threats or block

 

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all methods of penetrating a network or otherwise perpetrating a security incident. There could be situations where IronNet’s solutions detect attacks against a customer but the customer does not address the vulnerability, which could cause customers and the public to erroneously believe that IronNet’s solutions were not effective. Real or perceived security breaches of its customers’ networks could cause disruption or damage to their networks or other negative consequences and could result in negative publicity to the Combined Company, damage to its reputation, and other customer relations issues, and may adversely affect its revenue and results of operations.

As a cybersecurity provider, IronNet may be a target of cyberattacks. If its internal networks, systems or data are or are perceived to have been compromised, its reputation may be damaged and the Combined Company’s financial results may be negatively affected.

As a provider of security solutions, IronNet’s platform may be specifically targeted by bad actors for attacks intended to circumvent its security capabilities or to exploit its platform as an entry point into customers’ endpoints, networks, or systems. In particular, because IronNet has been involved in the identification of organized cybercriminals and nation-state actors, it may be the subject of intense efforts by sophisticated cyber adversaries who seek to compromise its systems or leverage its access. IronNet is also susceptible to inadvertent compromises of its systems and data, including those arising from process, coding, or human errors. A successful attack or other incident that compromises IronNet or its customers’ data or results in an interruption of service could have a significant negative effect on its operations, reputation, financial resources, and the value of its intellectual property. We cannot assure you that any of IronNet’s or the Combined Company’s efforts to manage this risk will be effective in protecting the Combined Company from such attacks.

It is virtually impossible to entirely eliminate the risk of such compromises, interruptions in service, or other security incidents affecting IronNet’s internal systems or data. Organizations are subject to a wide variety of attacks on their networks, systems and endpoints, and techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently. Furthermore, employee error or malicious activity could compromise its systems. As a result, IronNet may be unable to anticipate these techniques or implement adequate measures to prevent an intrusion into its networks, which could result in unauthorized access to customer data, intellectual property including access to its source code, and information about vulnerabilities in its product, which in turn could reduce the effectiveness of its solutions, or lead to cyberattacks or other intrusions of its customers’ networks. If any of these events were to occur, they could damage the Combined Company’s relationships with its customers and could have a negative effect on its ability to attract and retain new customers. IronNet has expended, and we anticipate the Combined Company will continue to expend significant amounts and resources in an effort to prevent security breaches and other security incidents impacting IronNet’s systems and data. Since IronNet’s business is focused on providing reliable security services to its customers, an actual or perceived security incident affecting IronNet’s internal systems or data or data of its customers would be especially detrimental to its reputation and customer confidence in its solutions.

In addition, while IronNet maintains, and the Combined Company will continue to maintain, insurance policies that may cover certain liabilities in connection with a cybersecurity incident, we cannot be certain that the insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to the Combined Company on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims that exceed available insurance coverage, or the occurrence of changes in insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on the Combined Company’s business, including its financial condition, results of operations and reputation.

 

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IronNet relies on third-party data centers and its own colocation data centers to host and operate its platform, and any disruption of or interference with its use of these facilities may negatively affect its ability to maintain the performance and reliability of its platform, which could cause its business to suffer.

IronNet’s customers depend on the continuous availability of its platform. IronNet currently hosts its platform and serves its customers using a mix of third-party data centers, primarily Amazon Web Services (AWS) and Microsoft Azure, and, primarily for its own use, in its own data centers, hosted in colocation facilities. Consequently, IronNet may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of its direct control. IronNet may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Also, customers may be subject to the same risk factors as some of them host IronNet solutions in their own data centers.

The following factors, many of which are beyond IronNet’s control, can affect the delivery, availability, and the performance of its platform:

 

   

the development and maintenance of the infrastructure of the internet;

 

   

the performance and availability of third-party providers of cloud infrastructure services with the necessary speed, data capacity, and security for providing reliable internet access and services;

 

   

decisions by the owners and operators of the data centers where its cloud infrastructure is deployed to terminate its contracts, discontinue services to it, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy or prioritize the traffic of other parties;

 

   

physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled employees, former employees or contractors) and other catastrophic events;

 

   

cyberattacks, including denial of service attacks, targeted at it, its data centers, or the infrastructure of the internet;

 

   

failure by it to maintain and update its cloud infrastructure to meet its data capacity requirements;

 

   

errors, defects, or performance problems in its software, including third-party or open-source software incorporated in its software;

 

   

improper deployment or configuration of its solutions;

 

   

the failure of its redundancy systems, in the event of a service disruption at one of its data centers, to provide failover to other data centers in its data center network;

 

   

the failure of its disaster recovery and business continuity arrangements; and

 

   

effects of third-party software updates with hidden malware, similar to the supply chain attack that occurred via SolarWinds.

The adverse effects of any service interruptions on IronNet’s reputation, results of operations, and financial condition may be disproportionately heightened due to the nature of its business and the fact that its customers have a low tolerance for interruptions of any duration. Interruptions or failures in IronNet’s service delivery could result in a cyberattack or other security threat to one of its customers during such periods of interruption or failure. Additionally, interruptions or failures in its service could cause customers to terminate their subscriptions, adversely affect renewal rates, and harm the Combined Company’s ability to attract new customers. IronNet’s business would also be harmed if its customers believe that a cloud-enabled and/or SaaS-delivered cybersecurity solution is unreliable. IronNet may experience service interruptions and other performance problems due to a variety of factors. The occurrence of any of these factors, or if it is unable to rapidly and cost-effectively fix such errors or other problems that may be identified, could damage its reputation, negatively affect its relationship with its customers or otherwise harm its business, results of operations and financial condition.

 

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If IronNet does not effectively expand and train its direct sales force, it may be unable to add new customers or increase sales to existing customers, and its business will be adversely affected.

IronNet depends on its direct sales force to obtain new customers and increase sales with existing customers. Its ability to achieve significant revenue growth will depend, in large part, on its success in recruiting, training and retaining sufficient numbers of sales personnel, particularly in international markets. IronNet has expanded its sales organization significantly in recent periods and expect to continue to add additional sales capabilities in the near term. There is significant competition for sales personnel with the skills and technical knowledge that IronNet requires. New hires require significant training and may take significant time before they achieve full productivity, and this delay is accentuated by IronNet’s long sales cycles. IronNet’s recent hires and planned hires may not become productive as quickly as it expects, and the Combined Company may be unable to hire or retain sufficient numbers of qualified individuals in the markets where IronNet does business or plans to do business. In addition, a large percentage of IronNet’s salesforce is new to its business and selling its solutions, and therefore this team may be less effective than its more seasoned sales personnel. Furthermore, hiring sales personnel in new countries, or expanding its existing presence, requires upfront and ongoing expenditures that IronNet may not recover if the sales personnel fail to achieve full productivity. We cannot predict whether, or to what extent, the Combined Company’s sales will increase as it expands its sales force or how long it will take for sales personnel to become productive. If the Combined Company is unable to hire and train a sufficient number of effective sales personnel, or the sales personnel it hires are not successful in obtaining new customers or increasing sales to IronNet’s existing customer base, the Combined Company’s business and results of operations will be adversely affected.

Because IronNet recognizes revenue from subscriptions to its platform and other forms of providing customers with access to its software over the term of the subscription or contract, downturns or upturns in new business will not be immediately reflected in the Combined Company’s results of operations.

IronNet generally recognizes revenue from customers ratably over the terms of their subscription or contract term, which average over three years in length, though may be as short as one year or less. As a result, a substantial portion of the revenue that IronNet reports in each period is attributable to the recognition of deferred revenue relating to agreements that it entered into during previous periods. Consequently, any increase or decline in new sales or renewals in any one period will not be immediately reflected in its revenue for that period. Any such change, however, would affect its revenue in future periods. Accordingly, the effect of downturns or upturns in new sales and potential changes in IronNet’s rate of renewals may not be fully reflected in the Combined Company’s results of operations until future periods.

A limited number of customers represent a substantial portion of IronNet’s revenue. If the Combined Company fails to retain these customers, its revenue could decline significantly.

IronNet derives a substantial portion of its revenue from a limited number of customers. For fiscal 2021 and fiscal 2020, six customers accounted for 46% and four customers accounted for 48% of IronNet’s revenues, respectively. As of April 30, 2021 and 2020, two and four customers represented 94% and 84%, respectively, of IronNet’s total accounts receivable balance. Significant customers are those which represent at least 10% of IronNet’s total revenue at each respective period ending date. The following table presents customers that represent 10% or more of IronNet’s total annual revenue:

 

     Year Ended January 31,  
     2021     2020  

Customer A

     10         

Customer B

              14

Customer C

              10

Customer D

              10

Customer E

              14

 

*

Less than 10%

For the quarter ended April 30, 2021, three significant customers accounted for 32% of IronNet’s revenues.

 

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As a result, the Combined Company’s revenue could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of these customers or any other significant future customer. Any of the Combined Company’s significant customers may decide to purchase less than they have in the past, may alter their purchasing patterns at any time with limited notice, or may decide not to continue to license IronNet’s products at all, any of which could cause the Combined Company’s revenue to decline and adversely affect its financial condition and results of operations. If the Combined Company does not further diversify IronNet’s customer base, it will continue to be susceptible to risks associated with customer concentration.

IronNet’s results of operations may fluctuate significantly, which could make its future results difficult to predict and could cause its results of operations to fall below expectations.

IronNet’s results of operations have varied significantly from period to period, and we expect that the Combined Company’s results of operations will continue to vary as a result of a number of factors, many of which are outside of IronNet’s control and may be difficult to predict, including:

 

   

the impact of the COVID-19 pandemic on its operations, financial results, and liquidity and capital resources, including on customers, sales, expenses, and employees;

 

   

its ability to attract new and retain existing customers;

 

   

the budgeting cycles, seasonal buying patterns, and purchasing practices of customers;

 

   

the timing and length of its sales cycles;

 

   

changes in customer or distribution partner requirements or market needs;

 

   

changes in the growth rate of its market;

 

   

the timing and success of new product and service introductions by it or its competitors or any other competitive developments, including consolidation among its customers or competitors;

 

   

the level of awareness of cybersecurity threats, particularly advanced cyberattacks, and the market adoption of its platform;

 

   

its ability to successfully expand its business domestically and internationally;

 

   

decisions by organizations to purchase security solutions from larger, more established security vendors or from their primary IT equipment vendors;

 

   

changes in its pricing policies or those of its competitors;

 

   

any disruption in its relationship with distribution partners;

 

   

insolvency or credit difficulties confronting its customers, affecting their ability to purchase or pay for its solutions;

 

   

significant security breaches of, technical difficulties with or interruptions to, the use of its platform;

 

   

extraordinary expenses such as litigation or other dispute-related settlement payments or outcomes;

 

   

general economic conditions, both in domestic and foreign markets;

 

   

future accounting pronouncements or changes in its accounting policies or practices;

 

   

negative media coverage or publicity;

 

   

political events;

 

   

the amount and timing of operating costs and capital expenditures related to the expansion of its business; and

 

   

increases or decreases in expenses caused by fluctuations in foreign currency exchange rates.

In addition, IronNet experiences seasonal fluctuations in its financial results as it can receive a higher percentage of its annual orders from new customers, as well as renewal orders from existing customers, in the

 

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fourth fiscal quarter as compared to other quarters due to the annual budget approval process of many of its customers. Any of the above factors, individually or in the aggregate, may result in significant fluctuations in the Combined Company’s financial and other results from period to period. As a result of this variability, IronNet’s historical results of operations should not be relied upon as an indication of future performance. Moreover, this variability and unpredictability could result in the Combined Company’s failure to meet its operating plan or the expectations of investors or analysts for any period. If it fails to meet such expectations for these or other reasons, the Combined Company’ stock price could fall substantially, and it could face costly lawsuits, including securities class action suits.

IronNet’s sales cycles can be long and unpredictable, and its sales efforts require considerable time and expense.

IronNet’s revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for its platform, particularly with respect to large organizations and government entities. Customers often view the subscription to its platform as a significant strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify its platform and solutions prior to entering into or expanding a relationship with it. Large enterprises and government entities in particular often undertake a significant evaluation process that further lengthens its sales cycle.

IronNet’s direct sales team develops relationships with its customers, and works with its distribution partners on account penetration, account coordination, sales and overall market development. IronNet spends substantial time and resources on its sales efforts without any assurance that its efforts will produce a sale. Security solution purchases are frequently subject to budget constraints, multiple approvals, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of IronNet’s efforts to secure sales after investing resources in a lengthy sales process could adversely affect its business and results of operations.

IronNet relies heavily on the services of its senior management team, and if the Combined Company is not successful in attracting or retaining senior management personnel, it may not be able to successfully implement IronNet’s business strategy.

The Combined Company’s future success will be substantially dependent on its ability to attract, retain, and motivate the members of its management team. In particular, the Combined Company will be highly dependent on the services of Gen. Keith B. Alexander (Ret.) and William Welch, the co-chief executive officers of the Combined Company, who will be critical to its future vision and strategic direction. It will also rely on its leadership team in the areas of operations, security, analytics, engineering, product management, research and development, marketing, sales, partnerships, mergers and acquisitions, support, and general and administrative functions. Gen. Keith B. Alexander (Ret.) is important to IronNet’s future growth as he provides access to key decisionmakers within government agencies and the private sector, and his leadership role at the Combined Company would be difficult to replace. Although we expect that the Combined Company will enter into employment agreements with its key personnel following the consummation of the Business Combination, its employees, including its executive officers, will be employed on an “at-will” basis, which means they may terminate their employment with the Combined Company at any time. If one or more of the Combined Company’s key employees resigns or otherwise ceases to provide it with their service, its business could be harmed.

If the Combined Company is unable to attract and retain qualified personnel, its business could be harmed.

There is significant competition for personnel with the skills and technical knowledge that the Combined Company will require across its technology, cyber, sales, professional services and administrative support functions. Competition for these personnel in the Washington, D.C. metro area, where the corporate headquarters of the Combined Company will be located, and in other locations where it maintains offices or otherwise

 

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operates, is competitive, especially for experienced sales professionals, engineers and data scientists experienced in designing and developing cybersecurity software. Although IronNet’s current remote work environment facilitates its ability to attract talent across a wider geographic base, IronNet has from time to time experienced, and we expect the Combined Company to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which IronNet competes for experienced personnel have greater resources than it has. Its competitors also may be successful in recruiting and hiring members of its management team or other key employees, and it may be difficult for the Combined Company to find suitable replacements on a timely basis, on competitive terms, or at all. The Combined Company may also be subject to allegations that employees it hires have been improperly solicited, or that they have divulged proprietary or other confidential information or that their former employers own such employees’ inventions or other work product, or that they have been hired in violation of non-compete provisions or non-solicitation provisions.

In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Volatility or lack of performance in the Combined Company’s stock price may also affect its ability to attract and retain key employees. Following the Business Combination, some of IronNet’s employees will become vested in a substantial amount of equity awards, which may give them a material amount of personal wealth. This may make it more difficult for the Combined Company to retain and motivate these employees, and this wealth could affect their decision about whether or not they continue to work for the Combined Company. Any failure to successfully attract, integrate or retain qualified personnel to fulfill its current or future needs could adversely affect its business, results of operations and financial condition.

If the Combined Company is not able to maintain and enhance the IronNet brand and its reputation as a provider of high-efficacy cybersecurity solutions, its business and results of operations may be adversely affected.

We believe that maintaining and enhancing IronNet’s brand and its reputation as a provider of high-efficacy cybersecurity solutions is critical to its relationship with its existing customers and distribution partners and its ability to attract new customers and partners. The successful promotion of the IronNet brand will depend on a number of factors, including the Combined Company’s investment in marketing efforts, its ability to continue to develop additional features for the IronNet platform, its ability to successfully differentiate its platform from competitive cloud-enabled or legacy security solutions and, ultimately, its ability to detect and remediate cyberattacks. Although we believe it is important for the Combined Company’s growth, these brand promotion activities may not be successful or yield increased revenue.

In addition, independent industry or financial analysts and research firms often test IronNet’s solutions and provide reviews of its platform, along with the products of its competitors, and perception of its platform in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of its competitors’ products, the IronNet brand may be adversely affected. Its solutions may fail to detect or prevent threats in any particular test for a number of reasons that may or may not be related to the efficacy of its solutions in real world environments. To the extent potential customers, industry analysts, or testing firms believe that the occurrence of a failure to detect or prevent any particular threat is a flaw or indicates that its solutions or services do not provide significant value, the Combined Company may lose customers, and its reputation, financial condition, and business would be harmed. Additionally, the performance of its distribution partners may affect its brand and reputation if customers do not have a positive experience with these partners. In addition, IronNet has in the past worked, and the Combined Company will continue to work, with high profile customers as well as assist in analyzing and remediating high profile cyberattacks. This work with such customers and cyberattacks may expose the Combined Company to negative publicity and media coverage. Negative publicity, including about the efficacy and reliability of IronNet’s platform, its products offerings, its professional services and the customers it works with, even if inaccurate, could adversely affect the Combined Company’s reputation and brand.

 

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If the Combined Company is unable to maintain successful relationships with IronNet’s distribution partners, or if its distribution partners fail to perform, the Combined Company’s ability to market, sell and distribute IronNet’s platform and solutions efficiently will be limited, and its business, financial position and results of operations will be harmed.

In addition to its direct sales force, IronNet relies on certain key distribution partners to sell and support its platform. An increasing amount of IronNet’s sales flow through its distribution partners, and IronNet expects its reliance on such partners to continue to grow for the foreseeable future. Additionally, IronNet has entered into, and the Combined Company intends to continue to enter into, partnerships with third parties to support its future growth plans. The loss of a substantial number of distribution partners, or the failure to recruit additional partners, could adversely affect the Combined Company’s results of operations. The Combined Company’s ability to achieve revenue growth in the future will depend in part on its success in maintaining successful relationships with IronNet’s distribution partners and in training them to independently sell and deploy IronNet’s platform. If the Combined Company fails to effectively manage IronNet’s existing sales channels, or if IronNet’s distribution partners are unsuccessful in fulfilling the orders for its solutions, or if the Combined Company is unable to recruit and retain a sufficient number of high quality distribution partners who are motivated to sell IronNet’s products, the Combined Company’s ability to sell its products and results of operations will be harmed.

IronNet’s business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could have an adverse effect on the Combined Company’s business and results of operations.

IronNet’s future growth depends, in part, on increasing sales to government organizations. Demand from government organizations is often unpredictable, subject to budgetary uncertainty and typically involves long sales cycles. IronNet has made significant investments to address the government sector, but we cannot assure you that these investments will be successful, or that the Combined Company will be able to maintain or grow its revenue from the government sector. Although we anticipate that they may increase in the future, sales to U.S. federal, state and local governmental agencies have not accounted for, and may never account for, a significant portion of the Combined Company’s revenue. U.S. federal, state and local government sales are subject to a number of challenges and risks that may adversely impact the Combined Company’s business. Sales to such government entities include the following risks:

 

   

selling to governmental agencies can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;

 

   

government certification requirements applicable to IronNet’s products may change and, in doing so, restrict the Combined Company’s ability to sell into the U.S. federal government sector until it has attained the required certifications.

 

   

government demand and payment for IronNet’s platform may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for its platform;

 

   

governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying IronNet’s platform, which would adversely impact the Combined Company’s revenue and results of operations, or institute fines or civil or criminal liability if the audit were to uncover improper or illegal activities;

 

   

interactions with the U.S. federal government may be limited by post-employment ethics restrictions on members of IronNet’s management;

 

   

foreign governments may have concerns with purchasing security products from a company that employs former NSA employees and officials, which may negatively impact sales; and

 

   

governments may require certain products to be manufactured, hosted, or accessed solely in their country or in other relatively high-cost manufacturing locations, and the Combined Company may not

 

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manufacture all products in locations that meet these requirements, affecting its ability to sell these products to governmental agencies.

IronNet has achieved Federal Risk and Authorization Management Program (“FedRAMP”) “FedRAMP-ready” status, but such status is only available for a certain period of time before which it must be utilized. If not utilized, IronNet would likely have to go through certain parts of the FedRAMP process again in order to sell its products to government agencies. Moreover, even if IronNet were to achieve FedRAMP-certified status, such certification is costly to maintain, and if the Combined Company were to lose such a certification in the future it would restrict its ability to sell to government customers. It is also possible that additional guidelines and/or certifications, such as the Cybersecurity Maturity Model Certification (“CMMC”), will be required to expand participation in the government sectors.

The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing IronNet’s solutions in the future or otherwise have an adverse effect on the Combined Company’s business and results of operations.

The Combined Company may not scale and adapt IronNet’s existing technology in a timely and cost-effective manner to meet its customers’ performance and other requirements.

The Combined Company’s future growth will be dependent upon its ability to continue to meet the needs of new customers and the expanding needs of IronNet’s existing customers as their use of its solutions grows. As IronNet’s customers gain more experience with its solutions, the number of events, the amount of data transferred, processed, and stored by it, the number of locations where its platform and services are being accessed, have in the past, and may in the future, expand rapidly. In order to meet the performance and other requirements of IronNet’s customers, the Combined Company intends to continue to make significant investments to increase capacity and to develop and implement new technologies in its service and cloud infrastructure operations. These technologies, which include databases, applications, and server optimizations, network and hosting strategies, and automation, are often advanced, complex, new, and untested. The Combined Company may not be successful in developing or implementing these technologies. In addition, it takes a significant amount of time to plan, develop, and test improvements to IronNet’s technologies and infrastructure, and the Combined Company may not be able to accurately forecast demand or predict the results it will realize from such improvements. To the extent that the Combined Company does not effectively scale IronNet’s operations to meet the needs of its growing customer base and to maintain performance as its customers expand their use of its solutions, the Combined Company may not be able to grow as quickly as anticipated, customers may reduce or cancel use of IronNet’s solutions and the Combined Company may be unable to compete as effectively and its business and results of operations may be harmed.

Additionally, IronNet has made, and the Combined Company will continue to make, substantial investments to support growth at its data centers partners and improve the profitability of its cloud platform. If the Combined Company’s cloud-based server costs were to increase or pricing pressure causes price movements out of proportion with changes in unit operating costs, its business, results of operations and financial condition may be adversely affected. Although we expect that the Combined Company could receive similar services from other third parties, if any of IronNet’s arrangements with third-party providers are terminated, IronNet could experience interruptions on its platform and in its ability to make its solutions available to customers, as well as delays and additional expenses in arranging alternative cloud infrastructure services. Ongoing improvements to cloud infrastructure may be more expensive than anticipated and may not yield the expected savings in operating costs or the expected performance benefits. In addition, the Combined Company may be required to re-invest any cost savings achieved from IronNet’s prior cloud infrastructure improvements in future infrastructure projects to maintain the levels of service required by its customers. The Combined Company may not be able to maintain or achieve cost savings from its investments, which could harm its financial results.

 

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The market opportunity estimates and growth forecasts included in this proxy statement/prospectus could prove to be inaccurate, and any real or perceived inaccuracies may harm the Combined Company’s reputation and negatively affect its business.

This proxy statement/prospectus includes IronNet’s estimates of the addressable market for its cloud-based SaaS-delivered cybersecurity solution. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of IronNet’s target markets may prove to be inaccurate. In particular, the estimates regarding IronNet’s current and projected market opportunity are difficult to predict. In addition, its estimates of the addressable market for cloud-based SaaS-delivered cybersecurity solutions reflect the opportunity available from all participants and potential participants in the market, and IronNet cannot predict with precision its ability to address this demand or the extent of market adoption of its solutions. The addressable market IronNet estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates and growth forecasted in this proxy statement/prospectus, the Combined Company’s business could fail to grow at similar rates, if at all. Accordingly, the forecasts of market growth included in this proxy statement/prospectus should not be taken as indicative of its future growth.

The success of the Combined Company’s business will depend in part on its ability to protect and enforce its intellectual property rights.

We believe that IronNet’s intellectual property will be an essential asset of the Combined Company’s business, and its success and ability to compete will depend in part upon protection of intellectual property rights. IronNet has relied, and the Combined Company will continue to rely, on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality procedures and contractual provisions, to establish and protect its intellectual property rights in the United States and abroad, all of which provide only limited protection. The efforts IronNet has taken to protect its intellectual property may not be sufficient or effective, and its trademarks, copyrights and patents may be held invalid or unenforceable. Moreover, we cannot assure you that any patents will be issued with respect to IronNet’s currently pending patent applications, including in a manner that will give the Combined Company adequate defensive protection or competitive advantages, or that any patents issued to IronNet will not be challenged, invalidated or circumvented. IronNet has filed for patents in the United States and in certain non-U.S. jurisdictions, but such protections may not be available in all countries in which the Combined Company will operate or in which it will seek to enforce intellectual property rights, or the intellectual property rights may be difficult to enforce in practice. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties under certain circumstances. In addition, many countries limit the enforceability of patents against certain third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Moreover, the Combined Company may need to expend additional resources to defend its intellectual property rights in these countries, and its inability to do so could impair its business or adversely affect its plans for international expansion. IronNet’s currently issued patents and any patents that may be issued in the future with respect to pending or future patent applications may not provide sufficiently broad protection or they may not prove to be enforceable in actions against alleged infringers.

The Combined Company may not be effective in policing unauthorized use of its intellectual property, and even if it does detect violations, litigation may be necessary to enforce its intellectual property rights. Protecting against the unauthorized use of intellectual property rights, technology and other proprietary rights is expensive and difficult, particularly outside of the United States. Any enforcement efforts undertaken, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm the Combined Company’s business and results of operations. Further, attempts to enforce rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against the Combined Company, or challenge the intellectual property rights of the Combined Company which could result in a holding that invalidates or narrows the scope of the Combined Company’s intellectual property rights, in

 

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whole or in part. The inability to adequately protect and enforce its intellectual property and other proprietary rights could seriously harm the Combined Company’s business, results of operations and financial condition. Even if it is able to secure its intellectual property rights, we cannot assure you that such rights will provide the Combined Company with competitive advantages or distinguish its services from those of its competitors or that its competitors will not independently develop similar technology, duplicate any of its technology, or design around its patents.

Claims by others that the Combined Company infringes their proprietary technology or other intellectual property rights could result in significant costs and substantially harm its business, financial condition, results of operations and prospects.

Claims by others that the Combined Company infringes or misappropriates their proprietary technology or other intellectual property rights could harm the Combined Company’s business. Companies in the cybersecurity industry could hold patents and also protect their copyright, trade secret and other intellectual property rights, entering into litigation based on allegations of patent infringement or other violations of intellectual property rights. As the Combined Company will face increasing competition as it grows, the possibility of intellectual property rights claims against it could also grow. In addition, to the extent the Combined Company hires personnel from competitors, it may be subject to allegations that such personnel have divulged proprietary or other confidential information of competitors to it. From time to time, third parties may assert claims of infringement or misappropriation of intellectual property rights against IronNet or the Combined Company. Although there have been no such claims made against the company to date, there can be no assurance that such claims may not be made in the future.

Third parties may in the future also assert claims against the Combined Company’s customers or distribution partners, whom its standard license and other agreements may obligate IronNet to indemnify against claims that its solutions infringe the intellectual property rights of third parties. As the number of products and competitors in the cybersecurity market increases and overlaps occur, claims of infringement, misappropriation, and other violations of intellectual property rights may increase. While the Combined Company intends to increase the size of IronNet’s patent portfolio, many of its competitors and others may now and in the future have significantly larger and more mature patent portfolios than it has. In addition, future litigation may involve non-practicing entities, companies, or other patent owners who have no relevant product offerings or revenue and against whom IronNet’s own patents may therefore provide little or no deterrence or protection. Any claim of intellectual property infringement by a third party, even a claim without merit, could cause the Combined Company to incur substantial costs defending against such claim, could distract its management from its business and could require it to cease use of such intellectual property.

Additionally, the Combined Company’s insurance may not cover intellectual property rights infringement claims that may be made. In the event that the Combined Company fails to successfully defend itself against an infringement claim, a successful claimant could secure a judgment or otherwise require payment of legal fees, settlement payments, ongoing royalties, or other costs or damages; or the Combined Company may agree to a settlement that prevents it from offering certain services or features; or it may be required to obtain a license, which may not be available on reasonable terms, or at all, to use the relevant technology. If the Combined Company is prevented from using certain technology or intellectual property, it may be required to develop alternative, non-infringing technology, which could require significant time, during which it could be unable to continue to offer the Combined Company’s affected services or features, effort and expense, and may ultimately not be successful.

Although third parties may offer a license to their technology or other intellectual property, the terms of any offered license may not be acceptable, and the failure to obtain a license or the costs associated with any license could cause the Combined Company’s business, financial condition and results of operations to be adversely affected. In addition, some licenses may be nonexclusive, and therefore its competitors may have access to the same technology licensed to it. If a third party does not offer the Combined Company a license to its technology or other intellectual property on reasonable terms, or at all, it could be enjoined from continued use of such intellectual property. As a result, it may be required to develop alternative, non-infringing technology, which

 

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could require significant time, during which it could be unable to continue to offer IronNet’s affected products, subscriptions or services, effort, and expense and may ultimately not be successful. Furthermore, a successful claimant could secure a judgment or the Combined Company may agree to a settlement that prevents it from distributing certain products, providing certain subscriptions or performing certain services or that requires it to pay substantial damages, royalties or other fees. Any of these events could harm the Combined Company’s business, financial condition and results of operations.

IronNet licenses technology from third parties, and the Combined Company’s inability to maintain those licenses could harm its business.

IronNet currently incorporates, and will in the future incorporate, technology that it licenses from third parties, including software, into its solutions. IronNet cannot be certain that its licensors do not or will not infringe on the intellectual property rights of third parties or that its licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which the Combined Company may sell IronNet’s platform. Some of IronNet’s agreements with its licensors may be terminated by them for convenience, or otherwise provide for a limited term. If the Combined Company is unable to continue to license technology because of intellectual property infringement claims brought by third parties against IronNet’s licensors or against the Combined Company, or if it is unable to continue the license agreements or enter into new licenses on commercially reasonable terms, its ability to develop and sell solutions and services containing that technology would be limited, and its business could be harmed. Additionally, if the Combined Company is unable to license technology from third parties, it may be forced to acquire or develop alternative technology, which it may be unable to do in a commercially feasible manner or at all, and may require it to use alternative technology of lower quality or performance standards. This could limit or delay its ability to offer new or competitive solutions and increase its costs. As a result, its margins, market share, and results of operations could be significantly harmed.

If the Combined Company is not able to satisfy data protection, security, privacy, and other government- and industry-specific requirements or regulations, its business, results of operations, and financial condition could be harmed.

Personal privacy, data protection, information security, telecommunications regulations, and other laws applicable to specific categories of information are significant issues in the United States, Europe, and in other key jurisdictions where IronNet offers its solutions, including in South and East Asia and the Middle East. The data that IronNet collects, analyzes and stores is subject to a variety of laws and regulations, including regulation by various government agencies. The U.S. federal government, and various state and foreign governments, have adopted or proposed limitations on the collection, distribution, use, and storage of certain categories of information, such as PII of individuals, health information, and other sector-specific types of data, including but not limited to regulations promulgated by Federal Trade Commission and under the provisions of the Electronic Communication Privacy Act, Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act, and the Gramm-Leach-Bliley Act. Laws and regulations outside the United States, and particularly in Europe, often are more restrictive than those in the United States. Such laws and regulations may require companies to implement privacy and security policies, permit customers to access, correct, and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use PII for certain purposes. In addition, some foreign governments require that any information of certain categories, such as financial or PII collected in a country not be transferred outside of that country without consent. IronNet also may find it necessary or desirable to join industry or other self-regulatory bodies or other information security or data protection-related organizations that require compliance with their rules pertaining to information security and data protection. It also may be bound by additional, more stringent contractual obligations relating to its collection, use and disclosure of personal, financial and other data.

We also expect that there will continue to be new proposed laws, regulations, and industry standards concerning privacy, data protection, information security, specific categories of data, electronic, and

 

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telecommunications services in the United States, the European Union and other jurisdictions in which the Combined Company will or may operate, and we cannot yet determine the impact such future laws, regulations, standards, or perception of their requirements may have on its business. For example, the European Commission adopted the European General Data Protection Regulation (“GDPR”), that became fully effective in May 2018, and applies to the processing (which includes the collection and use) of certain personal data of data subjects in the European Economic Area (“EEA”). As compared to previously-effective data protection law in the European Union, the GDPR imposes additional obligations and risk upon IronNet’s business and increases substantially the penalties to which the Combined Company could be subject in the event of any non-compliance. Administrative fines under the GDPR can amount up to 20 million Euros or four percent of worldwide annual revenue for the prior fiscal year, whichever is higher. IronNet has incurred substantial expense in complying with the obligations imposed by the GDPR, and the Combined Company may be required to do so in the future, potentially making significant changes in its business operations, which may adversely affect its revenue and its business overall. Additionally, because there have been very few GDPR actions enforced against companies, we are unable to predict how obligations under the GDPR will be applied to the Combined Company or its customers. Despite the Combined Company’s efforts to attempt to comply with the GDPR, a regulator may determine that it has not done so and subject it to fines and public censure, which could harm its business.

Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. IronNet has undertaken certain efforts to conform transfers of personal data from the EEA to the United States and other jurisdictions based on its understanding of current regulatory obligations and the guidance of data protection authorities. Despite this, it may be unsuccessful in establishing or maintaining conforming means of transferring such data from the EEA, in particular as a result of continued legal and legislative activity within the European Union that has challenged or called into question the legal basis for existing means of data transfers to countries that have not been found to provide adequate protection for personal data. For example, in July 2020 the European Court of Justice (“ECJ”) invalidated the EU-U.S. Privacy Shield in a decision known as Schrems II, which had enabled the transfer of personal data from the EU to the United States for companies that had self-certified to the Privacy Shield. The ECJ decision also raised questions about the continued validity of one of the primary alternatives to the EU-U.S. Privacy Shield, namely the European Commission’s Standard Contractual Clauses, and EU regulators have issued additional guidance regarding considerations and requirements that we and other companies must consider and undertake when using the Standard Contractual Clauses. Although the EU has presented a new draft set of contractual clauses, at present, there are few, if any, viable alternatives to the EU-U.S. Privacy Shield and the Standard Contractual Clauses. To the extent that the Combined Company were to rely on the EU-U.S. or Swiss-U.S. Privacy Shield programs, it will not be able to do so in the future, and the ECJ’s decision and other regulatory guidance or developments otherwise may impose additional obligations with respect to the transfer of personal data from the EU and Switzerland to the United States, each of which could restrict its activities in those jurisdictions, limit its ability to provide products and services in those jurisdictions, or increase its costs and obligations and impose limitations upon its ability to efficiently transfer personal data from the EU and Switzerland to the United States.

Further, the exit of the United Kingdom (UK) from the EU, often referred to as Brexit, has created uncertainty with regard to data protection regulation in the UK. Specifically, the UK exited the EU on January 1, 2020, subject to a transition period that ended December 31, 2020. Under the post-Brexit Trade and Cooperation Agreement between the EU and the UK, the UK and EU have agreed that transfers of personal data to the UK from EEA member states will not be treated as ‘restricted transfers’ to a non-EEA country for a period of up to six months from January 1, 2021 (the “Extended Adequacy Assessment Period”). Although the current maximum duration of the Extended Adequacy Assessment Period is six months, it may end sooner, for example, in the event that the European Commission adopts an adequacy decision in respect of the UK, or the UK amends the UK GDPR and/or makes certain changes regarding data transfers under the UK GDPR/Data Protection Act 2018 without the consent of the EU (unless those amendments or decisions are made simply to keep relevant UK laws aligned with the EU’s data protection regime). If the European Commission does not adopt an ‘adequacy decision’ in respect of the UK prior to the expiry of the Extended Adequacy Assessment Period, from that point

 

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onwards the UK will be an ‘inadequate third country’ under the GDPR and transfers of personal data from the EEA to the UK will require a ‘transfer mechanism’ such as the Standard Contractual Clauses.

The implementation of the GDPR has led other jurisdictions to either amend, or propose legislation to amend their existing data privacy and cybersecurity laws to resemble all or a portion of the requirements of the GDPR, such as for purposes of having an adequate level of data protection to facilitate data transfers from the EU, or enact new laws to do the same. Accordingly, the challenges the Combined Company will face in the EU will likely also apply to other jurisdictions outside the EU that adopt laws similar in construction to the GDPR or regulatory frameworks of equivalent complexity. For example, on June 28, 2018, California adopted the California Consumer Privacy Act of 2018, or CCPA, which went into effect on January 1, 2020, with enforcement commencing on July 1, 2020. The CCPA has been characterized as the first “GDPR-like” privacy statute to be enacted in the United States because it contains a number of provisions similar to certain provisions of the GDPR. In addition, the California Privacy Rights Act of 2020, or the CPRA was passed by California voters in November 2020. The CPRA amends the CCPA by creating additional privacy rights for California

consumers and additional obligations on businesses, which could subject the Combined Company to additional compliance costs as well as potential fines, individual claims and commercial liabilities. The majority of the CPRA provisions will take effect on January 1, 2023. The CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States, as other states or the federal government may follow California’s lead and increase protections for U.S. residents. For example, on March 2, 2021, the Virginia Consumer Data Protection Act, which will take effect on January 1, 2023, was signed into law. The CCPA and CPRA have already prompted a number of proposals for new federal and state privacy legislation that, if passed, could increase the Combined Company’s potential liability, add layers of complexity to compliance in the U.S. market, increase its compliance costs and adversely affect its business.

Evolving and changing definitions of personal data and personal information within the European Union, the United States, and elsewhere, especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit the Combined Company’s ability to operate or expand its business, including limiting partnerships that may involve the sharing of data. Further, the Combined Company may be affected by evolving notions of data sovereignty, or the concept that data collected in a particular jurisdiction must be either physically maintained in that jurisdiction or maintained in compliance with all local law, including under all conditions or controls mandated by the jurisdiction in which it was collected. In light of current regulatory trends, such data sovereignty requirements may increase causing the Combined Company to expend additional resources and increase its applicable budgets to remain compliant or cease doing business in such jurisdiction.

Even the perception of privacy concerns, whether or not valid, may harm the reputation of the Combined Company, inhibit adoption of its products by current and future customers, or adversely impact its ability to attract and retain workforce talent. In addition, changes in laws or regulations that adversely affect the use of the internet, including laws impacting net neutrality, could impact its business. We expect that existing laws, regulations and standards may be interpreted in new manners in the future. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could require the Combined Company to modify its solutions, restrict its business operations, increase its costs and impair its ability to maintain and grow its customer base and increase its revenue.

Beyond broader data processing regulations affecting the Combined Company’s business, the cybersecurity industry may face direct regulation. In 2018, Singapore introduced what is believed to be the world’s first cybersecurity licensing requirement, mandating that providers of specific types of incident response services receive a government license before providing such services. License requirements such as these may impose upon the Combined Company significant organizational costs and high barriers of entry into new markets.

Although IronNet has worked and will continue to work to comply with applicable laws and regulations, certain applicable industry standards with which it represents compliance, and its contractual obligations and

 

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other legal obligations, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. In addition, they may conflict with other requirements or legal obligations that apply to the Combined Company’s business or the security features and services that its customers expect from its solutions. As such, we cannot assure ongoing compliance with all such laws, regulations, standards and obligations. Any failure or perceived failure by the Combined Company or its employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations, or applicable industry standards that it represents compliance with or that may be asserted to apply to it, or to comply with employee, customer, partner, and other data privacy and data security requirements pursuant to contract and its stated notices or policies, could result in enforcement actions, including fines, imprisonment of company officials and public censure, claims for damages by customers and other affected individuals, damage to its reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have a material adverse effect on the Combined Company’ operations, financial performance and business. Any inability of the Combined Company or its employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, standards and obligations, could result in additional cost and liability to it, damage its reputation, inhibit sales, and adversely affect its business and results of operations.

Failure to comply with laws and regulations applicable to the Combined Company’s business could subject it to fines and penalties and could also cause it to lose customers in the public sector or negatively impact its ability to contract with the public sector.

IronNet’s business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing privacy and data protection laws and regulations, employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import and export controls, federal securities laws and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in the United States. Noncompliance by the Combined Company, its employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties with applicable regulations or requirements could subject it to:

 

   

investigations, enforcement actions and sanctions;

 

   

mandatory changes to IronNet’s platform;

 

   

disgorgement of profits, fines and damages;

 

   

civil and criminal penalties or injunctions;

 

   

claims for damages by its customers or distribution partners;

 

   

termination of contracts;

 

   

loss of intellectual property rights; and

 

   

temporary or permanent debarment from sales to government organizations.

If any governmental sanctions are imposed, or if the Combined Company does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm its business, results of operations and financial condition.

IronNet endeavors to properly classify employees as exempt versus non-exempt under applicable law. Although there are no pending or threatened material claims or investigations against IronNet asserting that some employees are improperly classified as exempt, the possibility exists that some of its current or former employees could have been incorrectly classified as exempt employees.

 

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These laws and regulations will impose added costs on the Combined Company’s business, and failure by it, its employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties to comply with these or other applicable regulations and requirements could lead to claims for damages, penalties, termination of contracts, loss of exclusive rights in the Combined Company’s intellectual property and temporary suspension or permanent debarment from government contracting. Any such damages, penalties, disruptions or limitations in its ability to do business with the public sector could result in reduced sales of its products, substantial product inventory write-offs, reputational damage, penalties, and other sanctions, any of which could harm its business, reputation, and results of operations.

IronNet is subject to laws and regulations, including governmental export and import controls, sanctions, and anti-corruption laws, that could impair the Combined Company’s ability to compete in its markets and subject it to liability if it is not in full compliance with applicable laws.

IronNet is subject to laws and regulations, including governmental export controls, that could subject it to liability or impair its ability to compete in its markets. IronNet’s products are subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations, and IronNet and its employees, representatives, contractors, agents, intermediaries, and other third parties are also subject to various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and other governmental authorities. IronNet incorporates standard encryption algorithms into its products, which, along with the underlying technology, may be exported outside of the U.S. only with the required export authorizations, including by license, license exception or other appropriate government authorizations, which may require the filing of further encryption registration and classification requests. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain cloud-based solutions to countries, governments, and persons targeted by U.S. sanctions. Governmental regulation of the import or export of IronNet’s products, or its failure to obtain any required import or export authorization for its products under the laws of the United States or other countries, could harm the Combined Company’s ability to engage in international trade and adversely affect its revenue. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons or technologies targeted by such regulations, could result in decreased use of the Combined Company’s products by, or in its decreased ability to export its products to existing or potential customers or to conduct business with foreign parties. An actual or alleged violation of these laws or regulations would negatively affect the Combined Company’s business, financial condition and results of operations.

Various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit the Combined Company’s ability to distribute its products or could limit its customers’ ability to implement its products in those countries. Changes in its products or changes in export and import regulations may create delays in the introduction of its products into international markets, prevent its customers with international operations from deploying its products globally or, in some cases, prevent the export or import of its products to certain countries, governments or persons altogether. Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of its products by, or in its decreased ability to export or sell its products to, existing or potential customers with international operations. Under these global trade and sanctions laws and regulations, as well as other laws governing the Combined Company’s operations, various government agencies may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. Any decreased use of IronNet’s products or limitation on its ability to export or sell its products would likely adversely affect the Combined Company’s business, results of operations and financial condition.

IronNet is also subject to the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, the UK Bribery Act 2010, or Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering and similar laws

 

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in the United States and other countries in which it conducts activities. Anti-corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit companies and their employees, agents, intermediaries, and other third parties from promising, authorizing, making or offering improper payments or other benefits to government officials and others in the private sector. IronNet leverages third parties, including intermediaries, agents, and distribution partners, to conduct its business in the United States and abroad, to sell subscriptions to its platform and to collect information about cyber threats. IronNet and these third-parties may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, IronNet’s employees, representatives, contractors, distribution partners, agents, intermediaries, and other third parties, even if it does not explicitly authorize such activities.

While IronNet has, and the Combined Company will continue to have, policies and procedures to address compliance with FCPA, Bribery Act and other applicable anti-corruption, sanctions, anti-bribery, anti-money laundering and similar laws, we cannot assure you that they will be effective, or that all of the Combined Company’s employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties have taken, or will not take actions, in violation of its policies and applicable law, for which it may be ultimately held responsible. As the Combined Company increases its international sales and business, its risks under these laws may increase. Noncompliance with these laws could subject it to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage and other consequences. Any investigations, actions, or sanctions could harm the Combined Company’s reputation, business, results of operations, and financial condition.

IronNet also collects information about cyber threats from open sources, intermediaries, and third parties that it makes available to its customers. While IronNet has implemented certain procedures to facilitate compliance with applicable laws and regulations in connection with the collection of this information, IronNet cannot assure you that these procedures have been effective or that it, or third parties, many of whom IronNet does not control, have complied with all laws or regulations in this regard. Failure by IronNet’s or the Combined Company’s employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations in the collection of this information also could have negative consequences, including reputational harm, government investigations and penalties.

Although IronNet has taken precautions to prevent its information collection practices and services from being provided in violation of such laws, its information collection practices and services may have been in the past, and could in the future be, provided in violation of such laws. If the Combined Company or its employees, representatives, contractors, distribution partners, agents, intermediaries, or other third parties fail to comply with these laws and regulations, it could be subject to civil or criminal penalties, including the possible loss of export privileges and fines. The Combined Company may also be adversely affected through reputational harm, loss of access to certain markets, or otherwise. Obtaining the necessary authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities.

Some of IronNet’s technology incorporates “open source” software, which could negatively affect its ability to sell its platform and subject the Combined Company to possible litigation.

IronNet’s products and subscriptions contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict its ability to sell its products and subscriptions. The use and distribution of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Many of the risks associated with use of open source software cannot be eliminated and could negatively affect IronNet’s business. In addition, the wide availability of source code used in its solutions could expose IronNet to security vulnerabilities.

 

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Some open source licenses contain requirements that IronNet make available source code for modifications or derivative works it creates based upon the type of open source software it uses. If IronNet combines its proprietary software with open source software in a certain manner, it could, under certain open source licenses, be required to release the source code of its proprietary software to the public, including authorizing further modification and redistribution, or otherwise be limited in the licensing of its services, each of which could provide an advantage to its competitors or other entrants to the market, create security vulnerabilities in its solutions, require it to re-engineer all or a portion of its platform, and could reduce or eliminate the value of its services. This would allow IronNet’s competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales for the Combined Company.

The terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in ways that could impose unanticipated conditions or restrictions on the Combined Company’s ability to commercialize products and subscriptions incorporating such software. Moreover, we cannot assure you that the Combined Company’s processes for controlling its use of open source software in its products and subscriptions has been or will be effective. From time to time, the Combined Company may face claims from third parties asserting ownership of, or demanding release of, the open source software or derivative works that IronNet developed using such software (which could include its proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation. Litigation could be costly to defend, have a negative effect on the Combined Company’s results of operations and financial condition or require it to devote additional research and development resources to change its solutions. Responding to any infringement or noncompliance claim by an open source vendor, regardless of its validity, discovering certain open source software code in its platform, or a finding that it has breached the terms of an open source software license, could harm the Combined Company’s business, results of operations and financial condition, by, among other things:

 

   

resulting in time-consuming and costly litigation;

 

   

diverting management’s time and attention from developing its business;

 

   

requiring it to pay monetary damages or enter into royalty and licensing agreements that it would not normally find acceptable;

 

   

causing delays in the deployment of its platform or service offerings to its customers;

 

   

requiring it to stop offering certain services or features of its platform;

 

   

requiring it to redesign certain components of its platform using alternative non-infringing or non-open source technology, which could require significant effort and expense;

 

   

requiring it to disclose its software source code and the detailed program commands for its software;

 

   

prohibiting it from charging license fees for the proprietary software that uses certain open source; and

 

   

requiring it to satisfy indemnification obligations to its customers.

IronNet provides service level commitments under some of its customer contracts. If it fails to meet these contractual commitments, the Combined Company could be obligated to provide credits for future service and its business could suffer.

Certain of IronNet’s customer agreements contain service level commitments, which contain specifications regarding the availability and performance of its platform. Any failure of or disruption to IronNet’s infrastructure could impact the performance of its platform and the availability of services to customers. If IronNet is unable to meet its stated service level commitments or if it suffers extended periods of poor performance or unavailability of its platform, it may be contractually obligated to provide affected customers with service credits for future subscriptions, and, in certain cases, refunds. To date, there has not been a material failure to meet its service level commitments, and IronNet does not currently have any material liabilities accrued on its balance sheet for such

 

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commitments. However, the Combined Company’s revenue, other results of operations and financial condition could be harmed if IronNet suffers performance issues or downtime that exceeds the service level commitments under its agreements with its customers.

The Combined Company may become involved in litigation that may adversely affect it.

IronNet may be subject to claims, suits and government investigations and other proceedings including patent, product liability, class action, whistleblower, personal injury, property damage, labor and employment, commercial disputes, compliance with laws and regulatory requirements and other matters, and the Combined Company may become subject to additional types of claims, suits, investigations and proceedings as its business develops. While IronNet believes that it has acted in compliance in all material respects with applicable antitrust laws, such investigation, as well as any other claims, suits, and government investigations and proceedings that may be asserted against the Combined Company in the future, are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, any of these types of legal proceedings can have an adverse impact on the Combined Company because of legal costs and diversion of management attention and resources, and could cause it to incur significant expenses or liability, adversely affect its brand recognition, and/or require it to change its business practices. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect the Combined Company’s results of operations. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect its business, consolidated financial position, results of operations, or cash flows in a particular period. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders requiring a change in its business practices. Because of the potential risks, expenses and uncertainties of litigation, the Combined Company may, from time to time, settle disputes, even where it has meritorious claims or defenses, by agreeing to settlement agreements. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on the Combined Company’s business, financial condition, results of operations, and prospects.

The Combined Company’s ability to maintain customer satisfaction will depend in part on the quality of its customer support.

Once IronNet’s platform is deployed within its customers’ networks, its customers depend on its customer support services to resolve any issues relating to implementation and maintenance of the platform. If IronNet does not provide effective ongoing support, its ability to sell additional subscriptions to existing customers would be adversely affected and its reputation with potential customers could be damaged. Many larger organizations have more complex networks and require higher levels of support than smaller customers. Failure to maintain high-quality customer support could also have a material adverse effect on the Combined Company’s business, results of operations and financial condition.

The Combined Company may need to raise additional capital to maintain and expand its operations and invest in new solutions, which capital may not be available on terms acceptable to it, or at all, and which could reduce its ability to compete and could harm its business.

Retaining or expanding IronNet’s current levels of personnel and products offerings may require additional funds to respond to business challenges, including the need to develop new products and enhancements to IronNet’s platform, improve its operating infrastructure, or acquire complementary businesses and technologies. The Combined Company’s need for additional capital will be exacerbated to the extent a significant number of LGL Public Stockholders redeem their Public Shares in connection with the Business Combination. The failure to raise additional capital or generate the significant capital necessary to expand its operations and invest in new products could reduce its ability to compete and could harm its business. Accordingly, the Combined Company may need to engage in additional equity or debt financings to secure additional funds. If it raises additional equity financing, stockholders may experience significant dilution of their ownership interests and the market price of the common stock could decline. If the Combined Company engages in debt financing, the holders of

 

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debt would have priority over the holders of common stock, and it may be required to accept terms that restrict its operations or its ability to incur additional indebtedness or to take other actions that would otherwise be in the interests of the debt holders. Any of the above could harm the Combined Company’s business, results of operations and financial condition.

IronNet’s business is subject to the risks of warranty claims, product returns, product liability, and product defects from real or perceived defects in its solutions or their misuse by customers or third parties, and indemnity provisions in various agreements potentially expose the Combined Company to substantial liability for intellectual property infringement and other losses.

The Combined Company may be subject to liability claims for damages related to errors or defects in IronNet’s solutions. A material liability claim or other occurrence that harms its reputation or decreases market acceptance of its products may harm its business and results of operations. Although IronNet generally has limitations of liability provisions in its terms and conditions of sale, these provisions may not fully or effectively protect the Combined Company from claims as a result of federal, state, or local laws or ordinances, or unfavorable judicial decisions in the United States or other countries. These provisions may also be negotiated to varying levels with different customers. The sale and support of products also entails the risk of product liability claims.

Additionally, IronNet’s agreements with customers and other third parties typically include indemnification or other provisions under which it agrees to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims regarding intellectual property infringement, breach of agreement, including confidentiality, privacy and security obligations, violation of applicable laws, damages caused by failures of its solutions or to property or persons, or other liabilities relating to or arising from its products and services, or other acts or omissions. These contractual provisions often survive termination or expiration of the applicable agreement. IronNet has not to date received any indemnification claims from third parties. However, as it continues to grow, the possibility of these claims against the Combined Company will increase. Large indemnity obligations, whether for intellectual property or other claims, could harm its business, results of operations and financial condition.

Additionally, IronNet’s platform and solutions may be used by its customers and other third parties who obtain access to its solutions for purposes other than for which the platform was intended. For example, the platform might be misused by a customer to monitor its employee’s activities in a manner that violates the employee’s privacy rights under applicable law.

During the course of performing certain solution-related services and professional services, IronNet’s teams may have significant access to its customers’ networks. We cannot be sure that a disgruntled employee may not take advantage of such access, which may make its customers vulnerable to malicious activity by such employee. Any such misuse of IronNet’s platform could result in negative press coverage and negatively affect its reputation, which could result in harm to the Combined Company’s business, reputation and results of operations.

IronNet maintains insurance to protect against certain claims associated with the use of its products, but its insurance coverage may not adequately cover any claim asserted against it. In addition, even claims that ultimately are unsuccessful could result in the expenditure of funds in litigation, divert management’s time and other resources, and harm the Combined Company’s business and reputation.

Future acquisitions, strategic investments, partnerships, or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt the Combined Company’s business, dilute stockholder value and adversely affect its results of operations and financial condition.

As part of its business strategy, IronNet has in the past made, and the Combined Company is likely to continue to make, investments in and/or acquire complementary companies, services, or technologies. The ability

 

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to acquire and integrate other companies, services or technologies in a successful manner in the future is not guaranteed. The Combined Company may not be able to find suitable acquisition candidates, and it may not be able to complete such acquisitions on favorable terms, if at all. If it does complete acquisitions, it may not ultimately strengthen its competitive position or ability to achieve its business objectives, and any acquisitions it completes could be viewed negatively by its customers or investors. In addition, if it is unsuccessful at integrating such acquisitions, or the technologies associated with such acquisitions, the Combined Company’s revenue and results of operations could be adversely affected. Any integration process may require significant time and resources, and it may not be able to manage the process successfully. The Combined Company may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. It may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect its financial condition and the market price of the Combined Company Common Stock. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede the Combined Company’s ability to manage its operations.

Additional risks the Combined Company may face in connection with acquisitions include:

 

   

diversion of management time and focus from operating its business to addressing acquisition integration challenges;

 

   

coordination of engineering, analytics, research and development, operations, and sales and marketing functions;

 

   

integration of product and service offerings;

 

   

retention of key employees from the acquired company;

 

   

changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from the acquisition;

 

   

cultural challenges associated with integrating employees from the acquired company into the organization;

 

   

integration of the acquired company’s accounting, management information, human resources and other administrative systems;

 

   

the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures and policies;

 

   

financial reporting, revenue recognition or other financial or control deficiencies of the acquired company that are not adequately addressed and that cause the Combined Company’s reported results to be incorrect;

 

   

liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

 

   

unanticipated write-offs or charges; and

 

   

litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties.

The failure to address these risks or other problems encountered in connection with acquisitions and investments could cause the Combined Company to fail to realize the anticipated benefits of these acquisitions or investments, cause it to incur unanticipated liabilities, and harm its business generally.

 

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If the Combined Company cannot maintain IronNet’s company culture as it grows, it could lose the innovation, teamwork, passion and focus on execution that have contributed to IronNet’s success, and its business may be harmed.

We believe that IronNet’s corporate culture has been a contributor to its success, which we believe fosters innovation, teamwork, passion and focus on building and marketing its platform. As the Combined Company grows and develops the infrastructure of a public operating company, it may be difficult to maintain IronNet’s corporate culture. Any failure to preserve that culture could harm the Combined Company’s future success, including its ability to retain and recruit personnel, innovate and operate effectively and execute on its business strategy. Additionally, its productivity and the quality of its solutions may be adversely affected if it does not integrate and train new employees quickly and effectively. If the Combined Company experiences any of these effects in connection with future growth, it could impair its ability to attract new customers, retain existing customers and expand their use of IronNet’s platform, all of which would adversely affect its business, financial condition and results of operations.

IronNet’s international operations and plans for future international expansion expose the Combined Company to significant risks, and failure to manage those risks could adversely impact its business.

IronNet derived 39% and 14% of its total revenue from its international customers for fiscal 2021 and fiscal 2020, respectively. IronNet’s growth strategy includes expansion into target geographies, but there is no guarantee that such efforts will be successful. We expect that the Combined Company’s international activities will continue to grow in the future, as it continues to pursue opportunities in international markets. These international operations will require significant management attention and financial resources and are subject to substantial risks, including:

 

   

greater difficulty in negotiating contracts with standard terms, enforcing contracts, and managing collections, including longer collection periods;

 

   

higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for international operations and creating international operating entities, where applicable;

 

   

management communication and integration problems resulting from cultural and geographic dispersion;

 

   

risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of IronNet’s platform that may be required in foreign countries;

 

   

greater risk of unexpected changes in applicable foreign laws, regulatory practices, tariffs, and tax laws and treaties;

 

   

compliance with anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act and the UK Bribery Act 2010, violations of which could lead to significant fines, penalties, and collateral consequences;

 

   

heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

 

   

the uncertainty of protection for intellectual property rights in some countries;

 

   

general economic and political conditions in these foreign markets;

 

   

foreign exchange controls or tax regulations that might prevent the Combined Company from repatriating cash earned outside the United States;

 

   

political and economic instability in some countries;

 

   

the potential for foreign government demands for access to information or corporate property;

 

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double taxation of international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which it operates;

 

   

unexpected costs for the localization of services, including translation into foreign languages and adaptation for local practices and regulatory requirements;

 

   

requirements to comply with foreign privacy, data protection, and information security laws and regulations and the risks and costs of noncompliance;

 

   

greater difficulty in identifying, attracting and retaining local qualified personnel, and the costs and expenses associated with such activities;

 

   

greater difficulty identifying qualified distribution partners and maintaining successful relationships with such partners;

 

   

differing employment practices and labor relations issues; and

 

   

difficulties in managing and staffing international offices and increased travel, infrastructure, and legal compliance costs associated with multiple international locations.

Additionally, all of IronNet’s sales contracts are currently denominated in U.S. dollars. However, a strengthening of the U.S. dollar could increase the cost of the Combined Company’s solutions to its international customers, which could adversely affect its business and results of operations. In addition, an increasing portion of operating expenses is expected to be incurred outside the United States and denominated in foreign currencies, and will be subject to fluctuations due to changes in foreign currency exchange rates. If the Combined Company becomes more exposed to currency fluctuations and is not able to successfully hedge against the risks associated with currency fluctuations, its results of operations could be adversely affected.

As the Combined Company continues to develop and grow its business globally, its success will depend in large part on its ability to anticipate and effectively manage these risks. The expansion of IronNet’s existing international operations and entry into additional international markets will require significant management attention and financial resources. The Combined Company’s failure to successfully manage international operations and the associated risks could limit the future growth of its business.

Revisions to the CARES Act relating to the Paycheck Protection Program loan held by IronNet may, in whole or in part, adversely affect the Combined Company’s financial condition.

In April 2020, IronNet entered into a promissory note with PNC Bank (“PNC”), under the Paycheck Protection Program of the CARES Act pursuant to which PNC made a loan to IronNet in the amount of approximately $5.6 million (the “PPP Loan”). The PPP Loan matures in April 2022 and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred until August 2021.

The PPP Loan is unsecured and guaranteed by the Small Business Administration (“SBA”). Under the terms of the PPP Loan, the principal amount of the loan may be forgiven to the extent it is used for qualifying expenses as described in the CARES Act and IronNet otherwise requests forgiveness in accordance with the terms of the PPP Loan and the requirements of the SBA. After the end of the interest deferral period, IronNet intends to service the loan under its stated terms and to pay accrued and unpaid interest, in equal monthly installments prior to the maturity date of the loan. While IronNet does not expect to request that any of the principal amount of the PPP Loan be forgiven and has otherwise complied with all corresponding requirements, IronNet cannot guarantee that the terms of the loan may not be unilaterally modified, accelerated or otherwise affected by the Business Combination. In such case, IronNet may be required to repay any principal and accrued interest under the PPP Loan outstanding at that time.

 

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The Combined Company’s ability to use IronNet’s net operating loss carryforwards and certain other tax attributes may be limited.

As of January 31, 2021, IronNet had aggregate U.S. federal and state net operating loss carryforwards of $154.9 million and $100.0 million, respectively, which may be available to offset future taxable income for income tax purposes.

U.S. federal net operating loss carryforwards generated in taxable years beginning before January 1, 2018 may be carried forward for 20 years to offset future taxable income. Under tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), U.S. federal net operating losses generated in taxable years beginning after December 31, 2017, can be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020 is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform their tax laws and regulations to the Tax Act or the CARES Act.

If not utilized, $25.3 million of IronNet’s U.S. federal net operating loss carryforwards expire on various dates through 2037 and $129.7 million are able to be carried forward indefinitely under current law. Realization of these net operating loss carryforwards depends on future taxable income, and there is a risk that, even if the Combined Company achieves profitability, IronNet’s existing carryforwards could expire unused or be subject to limitations and be unavailable to offset future income tax liabilities, which could adversely affect the Combined Company’s results of operations.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in ownership by “5 percent shareholders” over a rolling three-year period, the corporation’s ability to use its pre-change net operating loss carryovers and other pre-change tax attributes to offset its post-change income or taxes may be limited. The Business Combination may result in an ownership change, and the Combined Company may experience ownership changes in the future as a result of shifts in its stock ownership (which may be outside of its control). In addition, at the state level, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. As a result, if the Combined Company earns net taxable income, its ability to use pre-change net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to it.

Taxing authorities may successfully assert that IronNet should have collected or in the future should collect sales and use, value added or similar taxes, and the Combined Company could be subject to liability with respect to past or future sales, which could adversely affect its results of operations.

IronNet does not collect sales and use, value added or similar taxes in all jurisdictions in which it has sales because it has been advised that such taxes are not applicable to its services in certain jurisdictions. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which IronNet does not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to IronNet or its customers for the past amounts, and the Combined Company may be required to collect such taxes in the future. If it is unsuccessful in collecting such taxes from its customers, it could be held liable for such costs, which may adversely affect its results of operations.

The Combined Company’s operations and intercompany arrangements will be subject to the tax laws of various jurisdictions, and it could be obligated to pay additional taxes, which would harm its results of operations.

The Combined Company will expand its international operations and staff to support its business in international markets. We expect that the Combined Company will generally conduct international operations

 

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through wholly-owned subsidiaries and may be required to report its taxable income in various jurisdictions worldwide based upon its business operations in those jurisdictions. The Combined Company’s intercompany relationships will be subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The amount of taxes paid in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the United States, to its international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and its ability to operate its business in a manner consistent with its corporate structure and intercompany arrangements. The relevant taxing authorities may disagree with its determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and the Combined Company’s position was not sustained, it could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of its operations.

The Combined Company will be subject to U.S. federal, state, and local income, sales, and other taxes in the United States and income, withholding, transaction, and other taxes in numerous foreign jurisdictions. Significant judgment will be required in evaluating its tax positions and its worldwide provision for taxes. During the ordinary course of the Combined Company’s business, there are many activities and transactions for which the ultimate tax determination may be uncertain. In addition, its tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, by recognizing tax losses or lower than anticipated earnings in jurisdictions where it has lower statutory rates and higher than anticipated earnings in jurisdictions where it has higher statutory rates, by changes in foreign currency exchange rates, or by changes in the valuation of its deferred tax assets and liabilities. The Combined Company may be audited in various jurisdictions, and such jurisdictions may assess additional taxes, sales taxes and value added taxes against it. Even if we believe the Combined Company’s tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from IronNet’s historical tax provisions and accruals, which could have an adverse effect on the Combined Company’s results of operations or cash flows in the period or periods for which a determination is made.

If the Combined Company’s estimates or judgments relating to its critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, its results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Combined Company’s consolidated financial statements and accompanying notes. IronNet has historically based its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as discussed in the section titled “IronNet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing the Combined Company’s consolidated financial statements will include, and may include in the future, those related to revenue recognition; allowance for doubtful accounts; costs to obtain or fulfill a contract; valuation of common stock; carrying value and useful lives of long-lived assets; loss contingencies; and the provision for income taxes and related deferred taxes. The Combined Company’s results of operations may be adversely affected if its assumptions change or if actual circumstances differ from those in its assumptions, which could cause its results of operations to fall below the expectations of industry or financial analysts and investors, resulting in a decline in the market price of the common stock.

Additionally, the Combined Company will regularly monitor its compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to it. As a result of new standards, changes to existing standards and changes in their interpretation, it might be required to change its accounting policies, alter its operational policies and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or it may be required to restate its published financial

 

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statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on the Combined Company’s reputation, business, financial position and profit, or cause an adverse deviation from its revenue and operating profit targets, which may negatively impact its financial results.

The report of IronNet’s independent registered public accounting firm included a “going concern” explanatory paragraph.

IronNet has disclosed in its financial statements that it has incurred recurring losses from operations and expects to continue to incur significant costs in pursuit of its next round of financing in fiscal 2022 for capital funding purposes. IronNet has raised substantial doubt about its ability to continue as a going concern. In addition, the report of IronNet’s independent registered public accounting firm on its financial statements as of January 31, 2021 and 2020 and for fiscal 2021 and fiscal 2020 included an explanatory paragraph stating that IronNet’s recurring losses from operations, combined with its ongoing need to raise additional capital, raised substantial doubt about IronNet’s ability to continue as a going concern. IronNet’s consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty and do not reflect the transactions contemplated by the Business Combination. Absent the additional capital from the Business Combination or from an alternative financing if the Business Combination is unsuccessful, IronNet may be unable to continue as a going concern. Future reports from IronNet’s independent registered public accounting firm may also contain statements expressing substantial doubt about its ability to continue as a going concern. If such doubt about IronNet continues, investors or other financing sources may be unwilling to provide additional funding to IronNet on commercially reasonable terms, or at all, and IronNet’s business may be harmed.

The Combined Company’s business will be subject to the risks of natural catastrophic events and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.

A significant natural disaster, such as an earthquake, a fire, a flood, or significant power outage could have a material adverse impact on the Combined Company’s business, results of operations and financial condition. Natural disasters could affect its personnel, data centers, supply chain, manufacturing vendors, or logistics providers’ ability to provide materials and perform services such as manufacturing products or assisting with shipments on a timely basis. In addition, climate change could result in an increase in the frequency or severity of natural disasters. In the event that the Combined Company or its service providers’ information technology systems or manufacturing or logistics abilities are hindered by any of the events discussed above, it could result in missed financial targets, such as revenue, for a particular quarter. In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in the cybersecurity industry, and the Combined Company’s internal systems may be victimized by such attacks. Likewise, the Combined Company could be subject to other man-made problems, including but not limited to power disruptions and terrorist acts.

Although the Combined Company will maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, it may be unable to continue its operations and may endure system interruptions, reputational harm, delays in its development activities, lengthy interruptions in service, breaches of data security and loss of critical data, and its insurance may not cover such events or may be insufficient to compensate it for the potentially significant losses it may incur. Acts of terrorism and other geo-political unrest could also cause disruptions in its business or the business of its supply chain, manufacturers, logistics providers, partners, or customers or the economy as a whole. Any disruption in the business of its supply chain, manufacturers, logistics providers, partners or customers that impacts sales at the end of a fiscal quarter could have a significant adverse impact on the Combined Company’s financial results. All of the aforementioned risks may be further increased if disaster recovery plans prove to be inadequate. To the extent that any of the above should result in delays or cancellations of customer orders, or the delay in the manufacture, deployment, or shipment of the Combined Company’s products, its business, financial condition, and results of operations would be adversely affected.

 

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IronNet’s management has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of the Combined Company’s financial statements or cause it to fail to meet its periodic reporting obligations.

As a public company, LGL is required to maintain internal control over financial reporting and to report any material weaknesses in such internal control over financial reporting. IronNet is currently a private company with limited accounting and financial reporting personnel and other resources with which to address its internal control over financial reporting. In connection with the preparation and audit of IronNet’s consolidated financial statements for the year ended January 31, 2021, IronNet and its independent registered public accounting firm identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. IronNet did not have a sufficient number of personnel with an appropriate degree of accounting and internal controls knowledge, experience, and training to appropriately analyze, record and disclose accounting matters commensurate with IronNet’s accounting and reporting requirements, which resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of its financial reporting objectives. This material weakness contributed to the following additional material weaknesses: IronNet did not design and maintain effective controls over the review of journal entries and account reconciliations. Specifically, certain personnel have the ability to both (i) create and post journal entries within IronNet’s general ledger system, and (ii) prepare and review account reconciliations. IronNet did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements. Specifically, IronNet did not design and maintain: (i) program change management controls for the financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) appropriate user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate IronNet personnel; (iii) computer operations controls to ensure data backups are authorized and restorations monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

These material weaknesses did not result in a material misstatement to the consolidated financial statements. However, these material weaknesses could result in a misstatement of substantially all accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

With the oversight of senior management, IronNet has instituted plans to remediate these material weaknesses and will continue to take remediation steps, including hiring additional key supporting accounting personnel with public company reporting and accounting operations experience, implementing the required segregation of roles and duties both in manual and systems related processes including for journal entries and account reconciliations, and formalizing the documentation and performance of information technology general controls for information systems utilized for financial reporting.

While IronNet implements its plan to remediate the material weaknesses described above, it cannot predict the success of such plans or the outcome of its assessment of these plans at this time. If its steps are insufficient to remediate the material weaknesses successfully and otherwise establish and maintain effective internal control over financial reporting, the reliability of the Combined Company’s financial reporting, investor confidence, and the value of its common stock could be materially and adversely affected. The Combined Company can give no assurance that the implementation of this plan will remediate these deficiencies in IronNet’s internal control over financial reporting or that additional material weaknesses or significant deficiencies in its internal control over financial reporting will not be identified in the future. The failure to implement and maintain effective internal control over financial reporting could result in errors in its financial statements that could result in a restatement of its financial statements, causing it to fail to meet its reporting obligations.

 

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Risks to IronNet Stockholders in Connection with the Business Combination

If the Business Combination does not qualify as a reorganization under Section 368(a) of the Code, the stockholders of IronNet may be required to pay substantial U.S. federal income taxes.

The Business Combination is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and LGL and IronNet have agreed to use their reasonable best efforts to cause the Business Combination to so qualify, including, under certain circumstances, changing the structure of the Business Combination. Qualification of the Business Combination as a reorganization will depend on the relevant facts at the time of the Business Combination, including the proportion of holders of IronNet capital stock, if any, who dissent and perfect appraisal rights and, under certain circumstances, the trading price of LGL common stock. It is not a condition to the completion of the Business Combination that either LGL or IronNet receives an opinion of counsel dated as of the closing date to the effect that the Business Combination will so qualify, and the Business Combination will occur even if it does not so qualify, in which case it will be a fully taxable transaction. In connection with the effectiveness of the Registration Statement of which this proxy statement/prospectus is a part, Paul Hastings LLP, counsel to LGL, has issued an opinion to LGL, and Cooley LLP, counsel to IronNet, has issued an opinion to IronNet, that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. These opinions are prospective, dependent on future events, and based on customary assumptions and representations from LGL and IronNet, as well as certain covenants and undertakings by LGL, IronNet, and Merger Sub (collectively, the “tax opinion representations and assumptions”). If any of the tax opinion representations and assumptions are incorrect, incomplete or inaccurate, or are violated, the validity of the opinions described above may be affected and the tax consequences of the Business Combination could differ from those described in this proxy statement/prospectus. An opinion of counsel represents counsel’s best legal judgment but is not binding on the United States Internal Revenue Service (“IRS”) or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in any such opinion or that a court would not sustain such a challenge.

In addition, no ruling has been, or will be, sought by LGL or IronNet from the IRS with respect to the Business Combination and there can be no assurance that the IRS will not challenge the qualification of the Business Combination as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS or a court determines that the Business Combination should not be treated as a “reorganization,” a holder of IronNet capital stock would recognize gain or loss upon the taxable exchange of IronNet capital stock for consideration pursuant to the Business Combination. See the section entitled “Material U.S. Federal Income Tax Considerations—Material Tax Considerations of the Business Combination to U.S. Holders of IronNet Capital Stock.”

Risks Related to an Investment in the Combined Company’s Securities

There may not be an active trading market for the Combined Company Common Stock, which may make it difficult to sell shares of the Combined Company Common Stock.

It is possible that after the Business Combination, an active trading market will not develop or, if developed, that any market will not be sustained. This would make it difficult for you to sell shares of the Combined Company Common Stock at an attractive price or at all. The market price per share of the LGL Common Stock prior to the Business Combination may not be indicative of the price at which shares of the Combined Company Common Stock will trade in the public market after the Business Combination.

The market price of shares of the Combined Company Common Stock may be volatile, which could cause the value of your investment to decline.

Even if an active trading market develops following the Business Combination, the market price of the Combined Company Common Stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. The securities markets have experienced

 

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significant volatility as a result of the COVID-19 pandemic. Market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of the Combined Company Common Stock regardless of its operating performance. The Combined Company’s operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:

 

   

variations in quarterly operating results or dividends, if any, to stockholders;

 

   

additions or departures of key management personnel;

 

   

publication of research reports about the Combined Company’s industry;

 

   

litigation and government investigations;

 

   

changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting the Combined Company’s business;

 

   

adverse market reaction to any indebtedness incurred or securities issued in the future;

 

   

changes in market valuations of similar companies;

 

   

adverse publicity or speculation in the press or investment community;

 

   

announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments; and

 

   

the impact of the COVID-19 pandemic (or future pandemics) on the Combined Company’s management, employees, partners, customers, and operating results.

In response to any of the foregoing developments, the market price of shares of the Combined Company Common Stock could decrease significantly. You may be unable to resell your shares at or above your purchase price.

Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against that company. Any such litigation, if instituted against the Combined Company, could result in substantial costs and a diversion of management’s attention and resources.

A small number of stockholders will continue to have substantial control over the Combined Company after the Business Combination, which may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Combined Company.

Upon completion of the Business Combination, the directors and executive officers of the Combined Company, and beneficial owners expected to own 5% or more of its voting securities and their respective affiliates, will beneficially own, in the aggregate, approximately     % of its outstanding common stock, assuming no Public Stockholders redeem their LGL common stock. This significant concentration of ownership may have a negative impact on the trading price for the Combined Company Common Stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of the Combined Company or its assets. This concentration of ownership could limit stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other stockholders.

There can be no assurance that the Combined Company’s securities will be approved for listing on the NYSE or that the Combined Company will be able to comply with the continued listing standards of the NYSE.

In connection with the Business Combination, we intend to list the common stock and warrants of the Combined Company on the NYSE under the symbols “IRNT” and “IRNTW,” respectively. The Combined Company’s continued eligibility for listing may depend on the number of shares of LGL common stock that are

 

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redeemed. If, after the Business Combination, NYSE delists the Combined Company’s securities from trading on its exchange for failure to meet the listing standards, the Combined Company and its stockholders could face significant negative consequences, including:

 

   

limited availability of market quotations for the Combined Company’s securities;

 

   

a determination that the Combined Company Common Stock is a “penny stock,” which would require brokers trading in the common stock to adhere to more stringent rules;

 

   

possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Combined Company Common Stock;

 

   

a limited amount of analyst coverage; and

 

   

the decreased ability to issue additional securities or obtain additional financing in the future.

If the Combined Company’s operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of its common stock may decline.

The Combined Company may, but is not obligated to, provide public guidance on its expected operating and financial results for future periods. Any such guidance will consist of forward-looking statements, subject to the risks and uncertainties described in this prospectus/proxy statement and in the Combined Company’s other public filings and public statements. The ability to provide this public guidance, and the ability to accurately forecast its results of operations, could be impacted by the COVID-19 pandemic. The Combined Company’s actual results may not always be in line with or exceed any guidance it has provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the COVID-19 pandemic. If, in the future, the Combined Company’s operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if the Combined Company reduces its guidance for future periods, the market price of the Combined Company Common Stock may decline as well. Even if the Combined Company does issue public guidance, there can be no assurance that it will continue to do so in the future.

Following the consummation of the Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.

Following the consummation of the Business Combination, the Combined Company will face increased legal, accounting, administrative and other costs and expenses as a public company that IronNet has not historically incurred as a private company. The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, including the requirements of Section 404(a) relating to disclosing (i) management’s responsibility for establishing and maintaining internal control over financial reporting and (ii) annually assessing the effectiveness of the internal control over financial reporting, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming.

A number of these requirements will require the Combined Company to carry out activities that IronNet has not done previously. For example, the Combined Company will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the Combined Company identifies a material weakness or significant deficiency in the internal control over financial reporting), the Combined Company could incur additional costs rectifying those issues, and the existence of those issues could harm the Combined Company’s reputation or investor perceptions of it. It may also

 

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be more expensive to obtain director and officer liability insurance. Risks associated with the Combined Company’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the board of directors of the Combined Company (the “Combined Company Board”) Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Combined Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If the Combined Company is unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of financial reports, and the market price of its common stock may decline.

The Combined Company will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. In addition, following the Business Combination, it will be required to furnish a report by management in its annual report on Form 10-K on the effectiveness of its internal control over financial reporting, pursuant to Section 404 of Sarbanes-Oxley. The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time-consuming, costly, and complicated. If the Combined Company identifies material weaknesses in its internal control over financial reporting, if it is unable to comply with the requirements of Section 404 of Sarbanes-Oxley in a timely manner, or if it is unable to assert that its internal control over financial reporting are effective, it will be unable to certify that its internal control over financial reporting is effective. The Combined Company cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit the Combined Company’s ability to accurately report its financial condition or results of operations. If it is unable to conclude that its internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of the Combined Company’s financial reports and the market price of the Combined Company Common Stock could decline. The Combined Company could become subject to investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

The Combined Company will qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors.

Following the consummation of the Business Combination, the Combined Company will qualify as an “emerging growth company” under SEC rules. As an emerging growth company, the Combined Company will be permitted and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: (1) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (2) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (3) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. As a result, the information the Combined Company provides will be different than the information that is available with respect to other public companies

 

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that are not emerging growth companies. If some investors find the Combined Company Common Stock less attractive as a result, there may be a less active trading market for the Combined Company Common Stock, and the market price of the Combined Company Common Stock may be more volatile.

IronNet’s management has limited experience in operating a public company.

IronNet’s executive officers have limited experience in the management of a publicly traded company. IronNet’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the Combined Company. IronNet may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

If securities or industry analysts do not publish research or reports about the Combined Company’s business or publish negative reports, the market price of its common stock could decline.

The trading market for the Combined Company Common Stock will be influenced by the research and reports that industry or securities analysts publish about the Combined Company or its business. If regular publication of research reports ceases, the Combined Company could lose visibility in the financial markets, which in turn could cause the market price or trading volume of the Combined Company Common Stock to decline. Moreover, if one or more of the analysts who cover the Combined Company downgrade its common stock or if reporting results do not meet their expectations, the market price of the common stock could decline.

A significant portion of Combined Company Common Stock following the Business Combination will be restricted from immediate resale, but may be sold into the market in the future. Future sales could cause the market price of Combined Company Common Stock to drop significantly, even if the Combined Company’s business is doing well.

After the Business Combination, it is anticipated that there will be outstanding (i) approximately                  shares of Combined Company Common Stock (assuming that no shares of LGL common stock redeemed by LGL stockholders), (ii) warrants to purchase approximately 13,825,000 shares of Combined Company Common Stock and (iii) assumed IronNet options and restricted stock units covering approximately                  shares of Combined Company Common Stock.

Pursuant to lock-up agreement, dated March 15, 2021 (the “IronNet Lock-Up Agreement”) entered into by and among LGL and certain stockholders and employees of IronNet signatories thereto, including IronNet’s executive officers, directors and 5% stockholders (the “IronNet Lock-Up Parties”) , who will hold in the aggregate of approximately                  shares of LGL common stock upon consummation of the Business Combination, the IronNet Lock-Up Parties have agreed that, with respect to LGL common stock, from March 15, 2021 through the date that is 180 days after the closing of the Business Combination, and, with respect to LGL warrants and any LGL common stock issuable upon the exercise of LGL warrants, from March 15, 2021 through the date that is 30 days after the closing of the Business Combination, subject to certain exceptions, to not, without the prior written consent of the LGL board of directors, among other things, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,

 

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directly or indirectly any shares of LGL common stock, LGL warrants LGL common stock issuable upon the exercise of LGL warrants, as applicable, held by the IronNet Lock-Up Parties; provided, however, certain founders and employees of IronNet, including an executive officer, have been granted relief from the lock-up to sell up to an aggregate of approximately 1.5 million shares of LGL common stock, and these shares will be eligible for sale immediately after consummation of the Business Combination, subject to compliance with applicable securities laws. In addition, pursuant to the Sponsor Agreement, as amended by Sponsor Agreement Amendment (and similar agreements entered into by all of LGL’s executive officers and directors), the Sponsor and LGL’s executive officers and directors have agreed, subject to certain exceptions, to not transfer, assign or sell the 3,234,375 shares of Combined Company Common Stock to be received upon conversion of the Sponsor’s remaining Founder Shares (after the forfeiture of 1,078,125 Founder Shares pursuant to the Sponsor Support Agreement) (the “Remaining Founder Shares”) until six months after the closing of the Business Combination and to not transfer, assign or sell the Private Warrants or any LGL common stock issuable upon exercise of the Private Warrants until 30 days after the closing of the Business Combination.

However, following the expiration of such lock-up periods, these lock-up parties will not be restricted from selling Combined Company securities held by them, other than by applicable securities laws. Additionally, the Subscription Investors will not be restricted from selling any of their shares of Combined Company Common Stock after the closing of the Business Combination, other than by applicable securities laws.

In connection with the Business Combination, LGL’s existing registration rights agreement will be amended and restated to: (i) provide that the Combined Company will file a shelf registration statement 30 days following the closing of the Business Combination to register for resale under the Securities Act of (A) all LGL securities held by the Sponsor at the time the Registration Rights Agreement is entered into, including the 3,234,375 shares of Combined Company Common Stock to be received upon conversion of the Remaining Founder Shares, the 566,000 shares of LGL common stock issued to the Sponsor in the Private Placement, the Private Warrants and shares of LGL common stock issuable upon exercise of the Private Warrants held by the Sponsor, and (B) certain of the shares of the Combined Company Common Stock to be issued to IronNet stockholders in the Business Combination, including IronNet’s executive officers, directors and greater than 5% stockholders and (ii) afford each such party “piggyback” registration rights with respect to any underwritten offerings by the other stockholders and by the Combined Company. In addition, pursuant to the Subscription Agreements, LGL has agreed to file a shelf registration statement within 30 days following the closing of the Business Combination to register the resale under the Securities Act of the shares of LGL common stock purchased by the Subscription Investors.

Sales of a substantial number of shares of Combined Company Common Stock in the public market could occur at any time, particularly after expiration of the above-mentioned lock-up periods and the registration of the resale of the Combined Company securities discussed above. These sales, or the perception in the market that the members of management of the Combined Company or holders of a large number of shares intend to sell shares, could reduce the market price of Combined Company Common Stock and the LGL warrants.

The Combined Company has no current plans to pay cash dividends on its common stock. As a result, stockholders may not receive any return on investment unless they sell their common stock for a price greater than the purchase price.

The Combined Company has no current plans to pay dividends on its common stock. Any future determination to pay dividends will be made at the discretion of the Combined Company Board, subject to applicable laws. It will depend on a number of factors, including the Combined Company’s financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions, and other factors that the Combined Company Board may deem relevant. In addition, the ability to pay cash dividends may be restricted by the terms of debt financing arrangements, as any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on the common stock. As a result, stockholders may not receive any return on an investment in the Combined Company Common Stock unless they sell their shares for a price greater than that which they paid for them.

 

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The Combined Company may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Combined Company Common Stock.

Upon consummation of the Business Combination, the Combined Company will have warrants outstanding to purchase an aggregate of 13,825 shares of common stock. Pursuant to the 2021 Plan, following the consummation of the Proposed Transactions, the Combined Company may issue an aggregate of up to                  shares of common stock, which amount may be subject to increase from time to time. For additional information about this plan, please read the discussion under the headings “Proposal No. 5—The Incentive Plan Proposal” and “IronNet’s Executive Compensation—Employee Benefit Plans.” The Combined Company may also issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

 

   

existing stockholders’ proportionate ownership interest in the Combined Company will decrease;

 

   

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

   

the relative voting strength of each share of previously outstanding common stock may be diminished; and

 

   

the market price of the Combined Company Common Stock may decline.

Provisions in the Combined Company’s organizational documents and provisions of the DGCL may delay or prevent an acquisition by a third party that could otherwise be in the interests of stockholders.

The Combined Company’s proposed Second Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Annex B (the “Proposed Charter”) and the Combined Company’s proposed amended and restated bylaws, a copy of which is attached hereto as Annex C (the “Proposed Bylaws”) to be in effect following the closing of the Business Combination will contain several provisions that may make it more difficult or expensive for a third party to acquire control of the Combined Company without the approval of the board of directors. These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following:

 

   

the division of the board of directors into three classes and the election of each class for three-year terms;

 

   

advance notice requirements for stockholder proposals and director nominations;

 

   

provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called, and to take action by written consent;

 

   

restrictions on business combinations with interested stockholders;

 

   

in certain cases, the approval of holders representing at least 66 2/3% of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal the bylaws, or amend or repeal certain provisions of the Proposed Charter;

 

   

no cumulative voting; and

 

   

the ability of the board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions by such acquirer.

These provisions of the Proposed Charter and amended and restated bylaws could discourage potential takeover attempts and reduce the price that investors might be willing to pay for the shares of the Combined Company Common Stock in the future, which could reduce the market price of the common stock. For more information, see the section titled “Description of LGL’s Securities—Certain Anti-Takeover Provisions of Delaware Law.”

 

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The provision of the Proposed Certificate of Incorporation to be in effect following the Business Combination requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers.

The Proposed Charter provides that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (1) any derivative action, suit or proceeding brought on behalf of the Combined Company, (2) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder to the Combined Company or its stockholders, (3) any action, suit or proceeding arising pursuant to any provision of the DGCL, the Proposed Charter or the Combined Company’s amended and restated bylaws, (4) any action asserting a claim against the Combined Company governed by the internal affairs doctrine. The Proposed Charter further provides that, unless the Combined Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Although these provisions are expected to benefit the Combined Company by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that, in connection with any applicable action brought against the Combined Company, a court could find the choice of forum provisions contained in the Proposed Charter to be inapplicable or unenforceable in such action. If so, the Combined Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, financial condition or results of operations.

Risks to LGL Stockholders in Connection with the Business Combination

LGL will not have any right to make damage claims against IronNet or IronNet stockholders for the breach of any representation, warranty or covenant made by IronNet in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Business Combination, except for those covenants that by their terms apply or are to be performed in whole or in part after the closing, and then only with respect to breaches occurring after closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing of the Business Combination, except for covenants to be performed in whole or in part after the closing. As a result, LGL will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by IronNet at the time of the Business Combination.

The Sponsor, as well as LGL’s officers and directors have agreed to vote in favor of the business combination, regardless of how LGL’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and LGL’s officers and directors have agreed to vote any shares of LGL common stock owned by them in favor of the Business Combination proposal and the LGL charter proposals and have also indicated that they intend to vote their shares in favor of all other proposals being presented at the special meeting. As of the date of this proxy statement/prospectus, the Sponsor and LGL’s officers and directors beneficially own in the aggregate shares equal to approximately 20% of the issued and outstanding shares of LGL common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination

 

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than would be the case if the Sponsor and LGL’s officers and directors had agreed to vote any shares of LGL common stock owned by them in accordance with the majority of the votes cast by the Public Stockholders.

LGL’s stockholders will experience dilution as a consequence of Business Combination and related transactions, which will reduce the influence that LGL’s current stockholders have on the management of LGL.

The ownership of current LGL stockholders, including the Sponsor, is expected to decrease from 100% of LGL’s common stock to approximately 14.5% (assuming no redemptions) as a result of, among other transactions, the issuance of LGL common stock as consideration in the Business Combination and the Private Placement. Having a minority ownership interest in the Combined Company is expected to reduce the influence that the Public Stockholders and the Sponsor have on the management of the Combined Company. See the “Section entitled “Unaudited Pro Forma Condensed Combined Financial Information—Basis of Pro Forma Presentation.”

LGL’s board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

LGL’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with IronNet. In analyzing the Business Combination, LGL’s board of directors and management conducted due diligence on IronNet and researched the industry in which IronNet operates and concluded that the Business Combination was fair to and in the best interest of LGL and its stockholders. Accordingly, investors will be relying solely on the judgment of LGL’s board of directors in valuing IronNet’s business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact LGL’s ability to consummate the Business Combination or adversely affect LGL’s liquidity following the consummation of the Business Combination.

If LGL stockholders fail to demand redemption rights properly, they will not be entitled to have their common stock of LGL redeemed for a pro rata portion of the trust account.

LGL stockholders holding public shares may demand that LGL redeem their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to LGL to pay its tax obligations. LGL stockholders who seek to exercise this redemption right must deliver their shares (either physically or electronically) to LGL’s transfer agent two business days prior to the special meeting. Any LGL stockholder who fails to deliver their shares properly will not be entitled to have his or her shares redeemed. See the section entitled “Special Meeting of LGL Stockholders — Redemption Rights” for the procedures to be followed if you wish to have your shares redeemed for cash.

LGL has no operating history, and LGL’s management has determined that LGL’s working capital deficit and expected future costs raise substantial doubt about LGL’s ability to continue as a going concern.

LGL is a blank check company with no operating history or results. LGL’s management has determined that LGL’s working capital deficit and expected future costs raise substantial doubt about LGL’s ability to continue as a going concern. See the section entitled “Other Information Related to LGL—LGL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Going Concern Consideration.”

LGL’s results of operations and those of IronNet may differ significantly from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for IronNet. The unaudited pro forma condensed combined statement of operations of IronNet combines the historical audited results of operations of LGL.

 

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The unaudited pro forma condensed combined financial statements are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

LGL and IronNet have incurred and expect to incur significant costs associated with the Business Combination.

LGL and IronNet expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the Business Combination. IronNet may also incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by the Combined Company following the closing of the Business Combination.

The aggregate transaction expenses as a result of the Business Combination are expected to be approximately $30.7 million. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the transaction expenses and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the transaction expenses.

Even if LGL consummates the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless.

The exercise price for LGL Public Warrants is $11.50 per share of LGL common stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

If LGL is unable to complete an initial business combination, LGL’s warrants may expire worthless.

If LGL is unable to complete an initial business combination, LGL’s warrants may expire worthless.

LGL and IronNet will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on LGL and IronNet. These uncertainties may impair LGL’s and IronNet’s ability to retain and motivate key personnel and could cause third parties that deal with IronNet to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, LGL’s or IronNet’s business could be harmed.

The Sponsor and LGL’s officers and directors own common stock and Private Warrants that will be worthless, and have incurred reimbursable expenses that may not be reimbursed or repaid, if the Business Combination is not approved and LGL is not able to complete an alternative business combination by the applicable deadline. Such interests may have influenced their decision to approve the Business Combination.

The Sponsor and LGL’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in Founder Shares and Private Warrants that they purchased prior to, or simultaneously with, LGL’s Initial Public Offering. The holders have no redemption rights with respect to these securities in the event a business

 

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combination is not effected in the required time period. Therefore, if the Business Combination with IronNet or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $41.3 million (after taking into account the forfeiture of 1,078,125 Founder Shares pursuant to the Sponsor Support Agreement) based upon the closing prices of the Public Shares and Public Warrants on the NYSE on July 19, 2021, the LGL Record Date. Furthermore, the Sponsor and LGL’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on LGL’s behalf, such as identifying and investigating possible business targets and business combinations. These loans and expenses will be repaid upon completion of the Business Combination with IronNet. However, if LGL fails to consummate the Business Combination, they will not have any claim against the trust account for repayment or reimbursement. Accordingly, LGL may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of the Sponsor and LGL’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of LGL’s directors to approve the Business Combination with IronNet and to continue to pursue such Business Combination. In considering the recommendations of LGL’s board of directors to vote for the business combination proposal and other proposals, its stockholders should consider these interests.

The Sponsor, which is ultimately controlled by Marc Gabelli, Robert “Bob” LaPenta, Sr., Timothy Foufas and Robert V. “Rob” LaPenta Jr., is liable under certain circumstances to ensure that proceeds of the trust are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced the decision of the LGL board of directors to vote to approve the Business Combination with IronNet.

If the Business Combination with IronNet or another business combination is not consummated by LGL within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by LGL for services rendered or contracted for or products sold to LGL. If LGL consummates a business combination, on the other hand, LGL will be liable for all such claims. See the section entitled “Other Information Related to LGL—Financial Condition and Liquidity” for further information.

These obligations of the Sponsor may have influenced the decision of the LGL board of directors, each member of which has an economic interest in the Sponsor, to approve the Business Combination with IronNet and to continue to pursue such Business Combination. In considering the recommendations of LGL’s board of directors to vote for the business combination proposal and the other proposals, LGL stockholders should consider these interests.

The exercise of LGL’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of LGL stockholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require LGL to agree to amend the Merger Agreement, to consent to certain actions taken by IronNet or to waive rights that LGL is entitled to under the Merger Agreement. Such events could arise because of changes in the course of IronNet’s business, a request by IronNet to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on IronNet’s business and would entitle LGL to terminate the Merger Agreement. In any of such circumstances, it would be at LGL’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for LGL and what they may believe is best for themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, LGL does not believe there will be any material changes or waivers that LGL’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. LGL will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Business Combination that would have a material impact on its stockholders are required prior to the vote on the Business Combination proposal.

 

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If LGL is unable to complete the Business Combination with IronNet or another business combination by November 12, 2021 (or such later date as may be approved by LGL stockholders), LGL will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against LGL and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of LGL’s amended and restated certificate of incorporation, LGL must complete the Business Combination with IronNet or another business combination by November 12, 2021 (or such later date as may be approved by LGL stockholders in an amendment to its amended and restated certificate of incorporation), or LGL must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against LGL. Although LGL has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, the prospective target businesses it has negotiated with as well as the Subscription Investors, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of LGL’s Public Stockholders. If LGL is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by LGL for services rendered or contracted for or products sold to LGL. However, the Sponsor may not be able to meet such obligation as its only assets are securities of LGL. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if LGL is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if LGL otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, LGL may not be able to return to its Public Stockholders at least $10.00.

LGL stockholders may be held liable for claims by third parties against LGL to the extent of distributions received by them.

If LGL is unable to complete the Business Combination with IronNet or another business combination within the required time period, LGL will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. LGL cannot assure you that it will properly assess all claims that may potentially be brought against LGL. As such, LGL stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, LGL cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by LGL.

If LGL is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor, creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by LGL stockholders. Furthermore, because LGL intends to distribute

 

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the proceeds held in the trust account to its Public Stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its Public Stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, LGL’s board of directors may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, thereby exposing itself and IronNet to claims of punitive damages, by paying Public Stockholders from the trust account prior to addressing the claims of creditors. LGL cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing LGL stockholders to increase the likelihood of approval of the business combination proposal and the other proposals could have a depressive effect on LGL’s shares.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding LGL or its securities, the Sponsor, LGL’s officers, directors and stockholders from prior to the Initial Public Offering, IronNet or IronNet stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire common stock of LGL or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on LGL common stock. For example, as a result of these arrangements, an investor may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

In addition, with the agreement of IronNet, LGL may seek to accomplish the Business Combination with IronNet through the use of a tender offer that conforms to the requirements of LGL’s amended and restated certificate of incorporation and otherwise complies with applicable tender offer regulations. The identity of the bidder and the terms of any such tender offer would be determined at that time. In such instance, that number of shares acquired coupled with the shares of the Sponsor and affiliates and associates of Sponsor may have sufficient voting power to approve a second step merger to effectuate a complete acquisition of IronNet.

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, LGL’s board of directors may not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

LGL’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, LGL is unable to consummate the Business Combination. If the adjournment proposal is not approved, LGL’s board may not have the ability to adjourn the special meeting to a later date and, therefore, the Business Combination would not be completed.

Warrants will become exercisable for Combined Company Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to Combined Company stockholders.

Outstanding warrants to purchase an aggregate of 13,825,000 shares of Combined Company Common Stock will become exercisable thirty days after the completion of the Business Combination provided in each case that the Combined Company has an effective registration statement under the Securities Act covering the shares of Combined Company Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). Each warrant entitles the holder thereof to purchase one

 

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share of Combined Company Common Stock at a price of $11.50 per whole share, subject to adjustment. To the extent such warrants are exercised, additional shares of Combined Company Common Stock will be issued, which will result in dilution to the then existing holders of Combined Company Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Combined Company Common Stock.

LGL’s warrants are accounted for as liabilities and the changes in value of LGL’s warrants could have a material effect on the Combined Company’s financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the “SEC Warrant Accounting Statement”) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPAC”). The SEC Warrant Accounting Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” In light of the SEC Warrant Accounting Statement and guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”, LGL’s management evaluated the terms of the warrant agreement entered into in connection with the Initial Public Offering and concluded that the warrants include provisions that, based on the SEC Warrant Accounting Statement, preclude the warrants from being classified as components of equity. As a result, LGL has classified the warrants as liabilities. Under this accounting treatment, LGL is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in its operating results for the current period. As a result of the recurring fair value measurement, LGL’s financial statements and results of operations may fluctuate quarterly based on factors which are outside LGL’s control. LGL expects that it will recognize non-cash gains or losses due to the quarterly fair valuation of the warrants and that such gains or losses could be material.

Following the consummation of the Business Combination, LGL’s only significant asset will be its ownership interest in the IronNet business, and such ownership may not be sufficiently profitable or valuable to enable LGL to satisfy its financial obligations.

Following the consummation of the business combination, LGL (which will be renamed, IronNet, Inc.), will have no direct operations and no significant assets other than its ownership interest in the IronNet. LGL will depend on the IronNet business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, the IronNet business may not be sufficient to make distributions or loans to enable LGL to satisfy its financial obligations.

Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although LGL has conducted due diligence on the IronNet business, LGL cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the IronNet business and outside of LGL’s and IronNet’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if LGL’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with LGL’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on LGL’s liquidity, charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of LGL’s stockholders who choose to remain stockholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares.

 

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The level of due diligence conducted in connection with the Business Combination may not be as high as would be the case if IronNet became a public company through an underwritten public offering, which could result in defects with IronNet’s business or problems with IronNet’s management to be overlooked.

If IronNet became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time . . . the registration statement became effective, that the statements therein [(other than the audited financial statements)] were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require its law firm and the law firm for the issuer to provide letters to the underwriters generally stating that the law firms are not aware of any material misstatements or omissions in the initial public offering registration statement (“Counsel Negative Assurance Letters”). Auditor comfort letters and Counsel Negative Assurance Letters are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as LGL, and no auditor comfort letters or Counsel Negative Assurance Letters have been requested or obtained in connection with the Business Combination or the preparation of this proxy statement/prospectus. In addition, the amount of due diligence conducted by LGL and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of IronNet. Accordingly, it is possible that defects in IronNet’s business or problems with IronNet’s management that would have been discovered if IronNet conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Combined Company Common Stock.

Upon the completion of the Business Combination, IronNet’s directors and executive officers as a group are expected to have significant control over key decision making, which could adversely affect the market value of the Combined Company Common Stock.

Upon the closing of the Business Combination, it is expected that IronNet’s directors executive officers will beneficially own approximately 37.7% of the Combined Company Common Stock. In particular, Gen. Alexander, IronNet’s co-chief executive officer, is expected to individually beneficially own 17.8% of the Combined Company Common Stock upon consummation of the Business Combination. To the extent the Combined Company’s directors and executive officers vote as a block, they may be able to effectively control the outcome of any vote submitted to the Combined Company’s stockholders. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of the Combined Company Common Stock could be adversely affected.

Risks Related to the Redemption

LGL does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for LGL to complete the Business Combination even though a substantial majority of LGL’s stockholders do not agree.

LGL’s Existing Certificate does not provide a specified maximum redemption threshold, except that we will not redeem the Public Shares in an amount that would cause the LGL’s net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock” rules). However, the Merger Agreement provides that IronNet’s obligation to consummate the Business Combination is conditioned on there being at least $125 million of cash available to LGL (inclusive of the cash available in LGL’s trust account (net of amounts paid to redeeming stockholders upon consummation of the Business Combination). LGL expects to meet the $125 million of available cash closing condition due to the fact that LGL expects to raise $125 million in the Private Placement. As a result, LGL may be able to complete the Business Combination even though all of the Public Stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, LGL’s

 

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directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by LGL or the persons described above have been entered into with any Public Stockholder. LGL will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination proposal or the other proposals described in this proxy statement/prospectus.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

LGL can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in LGL’s share price, and may result in a lower value realized now than a stockholder of LGL might realize in the future had the stockholder not redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, including the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price described in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If LGL stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their common stock for a pro rata portion of the funds held in the trust account.

In order to exercise their redemption rights, Public Stockholders are required to submit a request in writing and deliver their stock to the transfer agent at least two business days prior to the special meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting of LGL Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

LGL stockholders who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public stockholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things, as fully described in the section entitled “Special Meeting of LGL Stockholders—Redemption Rights,” deliver their shares to the transfer agent electronically through the Depository Trust & Clearing Corporation (“DTCC”) prior to 5:00 p.m., local time, on                 , 2021.

In addition, holders of outstanding units of LGL must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by email to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

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If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than twenty percent (20%) of common stock issued in the LGL Initial Public Offering, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of common stock issued in the LGL Initial Public Offering.

A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in an amount in excess of 20% of the common stock included in the units sold in the Initial Public Offering. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, LGL will require each public stockholder seeking to exercise redemption rights to certify to LGL whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to LGL at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which LGL makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over LGL’s ability to consummate the Business Combination and you could suffer a material loss on your investment in LGL if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if LGL consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in the Initial Public Offering and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. LGL cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of LGL’s common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge LGL’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, LGL stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

If third parties bring claims against LGL, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

LGL placing funds in its trust account may not protect those funds from third-party claims against LGL. Although LGL seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses, including IronNet, or other entities with which LGL does business execute agreements with it to waive any right, title, interest or claim of any kind in or to any monies held in its trust account for the benefit of its Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against LGL’s trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against its assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, LGL’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to LGL than any alternative.

Examples of possible instances where LGL may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of LGL’s public shares, if LGL is unable to complete the initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the

 

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Business Combination, LGL will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. The Sponsor has agreed that it will be liable to LGL if and to the extent any claims by a vendor for services rendered or products sold to LGL, or a prospective target business with which LGL has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under LGL’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. LGL has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and understands that the Sponsor’s only assets are securities of LGL and, therefore, the Sponsor may not be able to satisfy those obligations. LGL has not asked the Sponsor to reserve for such eventuality.

 

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SPECIAL MEETING OF LGL STOCKHOLDERS

General

LGL is furnishing this proxy statement/prospectus to LGL stockholders as part of the solicitation of proxies by LGL’s board of directors for use at the special meeting of LGL stockholders. This proxy statement/prospectus provides LGL stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place of Special Meeting of LGL Stockholders

The special meeting of stockholders will be held virtually on                 , at     :00 a.m., Eastern Time. LGL stockholders may attend, vote and examine the list of LGL stockholders entitled to vote at the special meeting by visiting https://                 entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), the special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically.

Purpose of the LGL Special Meeting

At the special meeting, LGL is asking holders of LGL common stock to:

 

   

consider and vote upon a proposal to adopt the Merger Agreement and approve the Business Combination contemplated thereby (the Business Combination proposal);

 

   

consider and vote upon separate proposals to approve amendments to LGL’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “IronNet, Inc.” as opposed to “LGL Systems Acquisition Corp.”; (ii) increase LGL’s capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 100,000,000 authorized shares of preferred stock, as opposed to LGL having 75,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; (iii) require that stockholders only act at annual and special meeting of the corporation and not by written consent; (iv) eliminate the current limitations in place on the corporate opportunity doctrine; (v) increase the required vote thresholds to 66 2/3% for stockholders to approve amendments to the bylaws and amendments to certain provisions of the certificate of incorporation; and (vi) delete the various provisions applicable only to special purpose acquisition corporations such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time (the LGL charter proposals) that will no longer be relevant following the consummation of the Business Combination;

 

   

consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by LGL of shares of LGL common stock pursuant to the Business Combination and the issuance by LGL of shares of LGL common stock to certain accredited investors, qualified institutional buyers and qualified purchasers in the Private Placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes (the NYSE proposal);

 

   

consider and vote upon a proposal to elect eleven (11) directors who, upon consummation of the Business Combination, will be the directors of the Combined Company, in each case, until their successors are elected and qualified (the director election proposal);

 

   

consider and vote upon a proposal to approve the 2021 Plan (the incentive plan proposal);

 

   

consider and vote upon a proposal to approve the ESPP (the ESPP proposal); and

 

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consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, in the event that LGL is unable to consummate the Business Combination for any reason (the adjournment proposal).

Recommendation of LGL’s Board of Directors

LGL’s board of directors has unanimously determined that the Merger Agreement, the Business Combination, the LGL charter proposals and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of LGL and its stockholders and unanimously recommends that stockholders vote:

 

   

“FOR” the Business Combination proposal;

 

   

“FOR” each of the LGL charter proposals;

 

   

“FOR” the NYSE proposal;

 

   

“FOR” the election of all of the persons nominated by LGL’s management for election as directors;

 

   

“FOR” the incentive plan proposal;

 

   

“FOR” the ESPP proposal; and

 

   

“FOR” the adjournment proposal, if presented at the meeting.

LGL’s Record Date; Persons Entitled to Vote

LGL has fixed the close of business on July 19, 2021 as the “record date” for determining LGL stockholders entitled to notice of, and to attend and vote at, the special meeting. As of the close of business on July 19, 2021, there were 17,250,000 shares of Class A common stock outstanding and 4,312,500 shares of Class B common stock outstanding and entitled to vote. Each share of LGL common stock is entitled to one vote at the special meeting.

Pursuant to Sponsor Agreement and the Sponsor Support Agreement, the 4,312,500 Founder Shares held by the Sponsor and LGL’s officers and directors, and any common stock acquired by them in the aftermarket, will be voted in favor of the Business Combination proposal. Such holders have indicated they intend to vote their shares in favor of the other proposals presented at the special meeting.

Quorum

The presence, in person (which would include presence at a virtual meeting) or by proxy a majority of the outstanding shares of LGL common stock entitled to vote at the special meeting is represented in person (which would include presence at a virtual meeting) or by proxy constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Business Combination proposal, the LGL charter proposals, the NYSE proposal, the incentive plan proposal, the ESPP proposal and the adjournment proposal, if presented. Abstentions will have no effect on the director election proposal. Broker non-votes will have no effect on the Business Combination proposal, the NYSE proposal, the director election proposal, the incentive plan proposal, the ESPP proposal and the adjournment proposal, if presented, and will have the same effect as a vote “AGAINST” the LGL charter proposals.

 

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If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals. All proposals in this proxy statement/prospectus are “non-routine,” other than Proposal No. 2a. (the Name Change Charter Amendment) and Proposal No. 7 (the Adjournment Proposal). On these two proposals, which are considered to be “routine” proposals under applicable self-regulatory organization rules, a broker may vote the shares of a stockholder that does not provide the broker with voting instructions.

Vote Required

The approval of the Business Combination proposal will require the affirmative vote of the holders of a majority of the outstanding LGL common stock (voting together as a single class) that are present (which would include presence at a virtual meeting) and entitled to vote at the special meeting.

The approval of the NYSE proposal, the incentive plan proposal and the ESPP proposal will require the affirmative vote of the holders of a majority of LGL common stock (voting together as a single class) cast.

The approval of each of the LGL charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of LGL common stock (voting together as a single class) on the LGL Record Date and the affirmative vote of the holders of a majority of the outstanding shares of LGL Class B common stock on the LGL Record Date.

Directors are elected by a plurality of the votes of the LGL common stock voting together as a single class cast. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

The adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of LGL common stock (voting together as a single class) represented in person (which would include presence at a virtual meeting) or by proxy at the special meeting and entitled to vote thereon.

Voting Your Shares

LGL stockholders may vote electronically at the special meeting by proxy or by visiting https://     and entering the control number found on their proxy card, voting instruction form or notice they previously received. LGL recommends that you submit your proxy even if you plan to attend the special meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the special meeting.

If your shares of LGL common stock are owned directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

If you are a LGL stockholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by LGL’s board of directors “FOR” the Business Combination proposal, each of the LGL charter proposals, each director included in the director election proposal, the NYSE proposal, the incentive plan proposal, the ESPP proposal and the adjournment proposal, if presented.

 

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Your shares will be counted for purposes of determining a quorum if you vote:

 

   

via the Internet;

 

   

by telephone;

 

   

by submitting a properly executed proxy card or voting instruction form by mail; or

 

   

electronically at the special meeting.

Abstentions will be counted for determining whether a quorum is present for the special meeting.

Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the special meeting.

Revoking Your Proxy

If you are an LGL stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify LGL’s Secretary in writing before the special meeting that you have revoked your proxy; or

 

   

you may attend the special meeting, revoke your proxy and vote in person (which would include presence at a virtual meeting), as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your LGL common stock, you may contact Morrow Sodali, LGL’s proxy solicitor, by calling, emailing or writing to them at:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200 (banks and brokers can call collect at (203) 658-9400)

Email: DFNS.info@investor.morrowsodali.com

Redemption Rights

Any Public Stockholder may seek to redeem its shares for cash in connection with the Business Combination. Public Stockholders are not required to affirmatively vote on the Business Combination proposal or be Public Stockholders on the LGL Record Date in order to exercise redemption rights with respect to such public shares. Any stockholder holding public shares may exercise redemption rights which will result in them redeeming their shares into a full pro rata portion of the trust account, including interest earned on the trust account and not previously released to LGL to pay its tax obligations, which, for illustrative purposes, was $         per share as of July 19, 2021, the LGL Record Date, calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder seeks redemption of their shares as described in this section and the Business Combination is consummated, LGL will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a Public Stockholder will not be redeemed.

The Sponsor and LGL’s officers and directors will not have redemption rights with respect to any Founder Shares owned by them, directly or indirectly.

 

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LGL stockholders who seek to have their public shares redeemed must deliver their shares, either physically or electronically using The Depository Trust Company’s DWAC System, to LGL’s transfer agent no later than two business days prior to the special meeting. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent typically will charge the tendering broker $             and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to stockholders for the return of their shares.

Any request to have such shares redeemed, once made, may be withdrawn at any time prior to the vote on the Business Combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then LGL’s Public Stockholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed. In such case, LGL will promptly return any shares delivered by public holders.

Under LGL’s amended and restated certificate of incorporation, if LGL would be left with less than $5,000,001 after taking into account the redemption for cash of all public shares properly demanded to be redeemed by Public Stockholders, LGL will not be able to consummate the Business Combination. This means that a substantial number of public shares may be redeemed and LGL can still consummate the Business Combination, even without taking into consideration the expected $125 million in expected proceeds from the Private Placement. In addition, the Merger Agreement provides that IronNet is not required to consummate the Business Combination if immediately prior to the consummation of the Business Combination LGL does not have at least $125 million of cash available to LGL (inclusive of the cash available in LGL’s trust account (net of amounts paid to redeeming stockholders upon consummation of the Business Combination) and the $125 million of cash proceeds received from the Private Placement). Although unlikely, if this condition is not satisfied or waived by IronNet, the Business Combination will not be consummated.

Holders of LGL warrants will not have redemption rights with respect to such securities.

The closing price of the LGL common stock on July 19, 2021, the LGL Record Date, was $10.04. The cash held in the trust account on such date less taxes payable was approximately $173.0 million ($10.03 per public share). Prior to exercising redemption rights, stockholders should verify the market price of LGL common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. LGL cannot assure its stockholders that they will be able to sell their common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a Public Stockholder exercises its redemption rights, then it will be exchanging its shares of LGL common stock for cash and will no longer own those shares.

Appraisal Rights

None of LGL’s stockholders, unitholders or warrant holders have appraisal rights in connection with the Business Combination under Delaware law.

 

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Proxy Solicitation

LGL is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person (which would include presence at a virtual meeting). LGL and its directors, officers and employees may also solicit proxies in person (which would include presence at a virtual meeting), by telephone or by other electronic means. LGL will bear the cost of the solicitation.

LGL has hired Morrow Sodali LLC to assist in the proxy solicitation process. LGL will pay that firm a fee of $30,000 plus disbursements. Such payment will be made from non-trust account funds.

LGL will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. LGL will reimburse them for their reasonable expenses.

The Sponsor and LGL’s Officers and Directors

As of July 19, 2021, the LGL Record Date for the special meeting, the Sponsor and LGL’s officers and directors beneficially owned and were entitled to vote an aggregate of 4,312,500 shares of LGL Class B common stock. The Sponsor also purchased an aggregate of 5,200,000 Private Warrants simultaneously with the consummation of the Initial Public Offering. The Founder Shares held by the Sponsor and the LGL Class A common stock held by LGL’s officers and directors currently constitute an aggregate of 20% of LGL’s outstanding common stock.

In connection with the Initial Public Offering, the Sponsor and each of LGL’s officers and directors agreed to vote their Founder Shares, as well as any LGL common stock acquired in the aftermarket, in favor of the Business Combination proposal. The Sponsor and each of LGL’s officers and directors has also indicated that he, she or it intends to vote his, her or its shares in favor of all other proposals being presented at the meeting.

In connection with the Initial Public Offering, the Sponsor entered into the Sponsor Agreement pursuant to which, it agreed not to transfer the Founder Shares (subject to limited exceptions) until the earlier of (i) one year after the consummation of an initial business combination; or (ii) the date following the completion of the LGL’s initial business combination on which LGL completes a liquidation, merger, share exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Sponsor Agreement further provided that, notwithstanding the above, if the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after LGL’s initial business combination, the Founder Shares would be released from the above transfer restrictions.

In connection with the entering into the Merger Agreement, the Sponsor and LGL entered into the the Sponsor Agreement Amendment, which shortens the duration of the lockup period for the Sponsor to six months to coincide with the post-Businsess Combination 180-day lockup period agreed to by the IronNet stockholders and provides relief from the lockup provisions to allow gifts to charitable organizations. All of LGL’s executive officers and directors entered into agreements similar to the Sponsor Agreement, and, in connection with the Merger Agreement, they entered into amendments to those agreements that are similar to the Sponsor Agreement Amendment. These amended agreements provide LGL’s executive officers and directors with the same six-month post-Business Combination lock-up restriction and the same relief from the lockup provisions to allow gifts to charitable organizations as provided for in the Sponsor Agreement, as amended by the Sponsor Agreement Amendment. Further, the Sponsor, as the holder of the Private Warrants, entered into a lock-up agreement pursuant to which it agreed not to transfer the Private Warrants or common stock underlying the Private Warrants (subject to limited exceptions) until thirty days after the consummation of an initial business combination.

 

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At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding LGL or its securities, the Sponsor, LGL’s officers and directors, IronNet, IronNet stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire LGL common stock or vote their shares in favor of the Business Combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the Business Combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of Founder Shares for nominal value.

Entering into any such arrangements may have a depressive effect on the shares of LGL common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

In addition, with the agreement of IronNet, LGL may seek to accomplish the Business Combination with IronNet through the use of a tender offer that conforms to the requirements of LGL’s amended and restated certificate of incorporation and otherwise complies with applicable tender offer regulations. The identity of the bidder and the terms of any such tender offer would be determined at that time. In such instance, that number of shares acquired coupled with the shares of the Sponsor and affiliates and associates of Sponsor may have sufficient voting power to approve a second step merger to effectuate a complete acquisition of IronNet.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination proposal and the other proposals and would likely increase the chances that such proposals would be approved.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. LGL will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination proposal. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

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PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Structure of the Transactions

The Merger Agreement provides, among other things, for Merger Sub to merge with and into IronNet, with IronNet surviving as a wholly owned subsidiary of LGL. See the section entitled “The Merger Agreement” for a description of the merger consideration to be received by the IronNet stockholders.

In connection with the Business Combination, each outstanding share of LGL’s Class B common stock, by its terms, will automatically convert into one share of LGL’s single class of common stock upon consummation of the Business Combination. Each outstanding warrant of LGL entitles the holder to purchase shares of LGL common stock beginning thirty (30) days after the consummation of the Business Combination.

Immediately after the closing of the Business Combination, assuming no Public Stockholder exercises its redemption rights and further assuming the settlement of all Combined Company restricted stock units issued in exchange for IronNet restricted stock units and the exercise of all Combined Company stock options issued in exchange for IronNet options, IronNet securityholders will own approximately 72.3% of the shares of LGL common stock to be outstanding immediately after the Business Combination, current LGL Public Stockholders will own approximately 14.5% of the shares of LGL common stock, the Sponsor will own approximately 3.2% of the shares of LGL common stock and the remaining 10.0% will be held by the Subsription Investors (other than the Sponsor) purchasing LGL common stock in the Private Placement, in each case, based on the number of shares of LGL common stock outstanding as of March 31, 2021 and without regard to any shares issuable upon exercise of LGL warrants. If 17,250,000 shares of LGL common stock are redeemed for cash, which assumes the maximum redemption of LGL’s public shares and providing for a minimum of $125 million of cash after giving effect to payments to redeeming stockholders, immediately after the Business Combination and assuming the settlement of all Combined Company restricted stock units issued in exchange for IronNet restricted stock units and the exercise of all Combined Company stock options issued in exchange for IronNet options, IronNet securityholders will own approximately 84.6% of the shares of LGL common stock to be outstanding immediately after the Business Combination, current LGL Public Stockholders will own no shares of LGL common stock, the Sponsor will own approximately 3.7% of the shares of LGL common stock and the remaining 11.7% will be held by the Subsription Investors (other than the Sponsor) purchasing LGL common stock in the Private Placement, in each case, based on the number of shares of LGL common stock outstanding as of March 31, 2021 (in each case, without regard to any shares issuable upon exercise of options and warrants).

Headquarters; Trading Symbols

After completion of the transactions contemplated by the Merger Agreement:

 

   

the corporate headquarters and principal executive offices of the Combined Company will be located at 7900 Tysons One Place, Suite 400, McLean, Virginia, 22102; and

 

   

LGL common stock and LGL’s warrants are expected to be traded on the NYSE under the symbols IRNT and IRNT.WS, respectively.

Sale Restrictions

In connection with the Initial Public Offering, the Sponsor entered into the Sponsor Agreement pursuant to which, as amended by the Sponsor Agreement Amendment entered into in connection with the Merger Agreement, it has agreed not to transfer the Founder Shares (subject to limited exceptions) until the earlier of (i) six months after the consummation of an initial business combination; (ii) the date following the completion of the LGL’s initial business combination on which LGL completes a liquidation, merger, share exchange or other similar transaction that results in

 

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all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. LGL’s officers, directors and special advisors entered into similar agreements which, as amended in connection with the Merger Agreement, provide for a similar six-month post-business combination lock-up restriction. Further, the Sponsor, as the holder of the Private Warrants, entered into a lock-up agreement pursuant to which it agreed not to transfer the Private Warrants or common stock underlying the Private Warrants (subject to limited exceptions) until thirty (30) days after the consummation of an initial business combination.

Certain IronNet stockholders receiving shares of LGL common stock in the Business Combination will be subject to a 180-day lock-up period for all or a portion of shares of LGL common stock held by such holders, subject to customary carve-outs.

Related Agreements

Registration Rights Agreement

At the closing of the Business Combination, LGL, certain IronNet stockholders, the Sponsor, the holders of Founder Shares and certain other LGL equity holders will enter into the Registration Rights Agreement pursuant to which LGL will agree to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement. LGL will also agree to provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that LGL will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

Lock-Up Agreements

In connection with the Business Combination, certain IronNet stockholders have entered into lock-up agreements imposing a 180-day lock-up period for all or a portion of shares of LGL common stock held by such holders, subject to customary carve-outs. For additional information about the lock-up agreements, see the section entitled “Proposal No. 1—The Business Combination Proposal—Sale Restrictions.”

Subscription Agreements

In connection with the Private Placement, LGL entered into the Subscription Agreements with the Subscription Investors concurrently with the execution of the Merger Agreement on March 15, 2021. Pursuant to the Subscription Agreements, the Subscription Investors agreed to subscribe for and purchase and LGL agreed to issue and sell to such Subscription Investors an aggregate 12,500,000 shares of LGL common stock for a purchase price of $10.00 per share, or an aggregate of $125 million in gross cash proceeds, in the Private Placement. Of the amounts subscribed for in the Private Placement, the Sponsor has agreed to purchase 566,000 shares of Class A common stock for $5,660,000.

The closing of the Private Placement will occur on the date of and immediately prior to the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The LGL common stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earlier to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon the mutual written consent of each of the parties to each such Subscription Agreements, (c) if the conditions to closing set forth in the Subscription Agreement are not satisfied on or prior to the closing date and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the closing, or (d) November 12, 2021 if the closing has not occurred on or prior to such date.

IronNet Support Agreement

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IronNet Stockholders, who collectively hold securities constituting more than 80% of the voting power represented by the outstanding shares of IronNet common stock and IronNet preferred stock and more than 80% of the voting power represented by the outstanding shares of IronNet preferred stock as a class, have agreed to execute and deliver a written consent with respect to the outstanding shares of IronNet common stock and IronNet preferred stock held by such Supporting IronNet Stockholders adopting the Merger Agreement and approving the Business Combination; accordingly, IronNet expects to have the required votes to approve the IronNet merger proposal. The execution and delivery of written consents by all of the Supporting IronNet Stockholders will, at the time of such delivery, constitute the IronNet stockholder approval necessary to approve of the IronNet merger proposal.

Background of the Business Combination

LGL is a blank check company that was incorporated under the laws of the State of Delaware on April 30, 2019, and formed in order to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

The Business Combination with IronNet is the result of an extensive search for a potential transaction and business combination utilizing the network and investing and operating experience of LGL’s management team and special advisors. The terms of the Merger Agreement are the result of extensive arm’s-length negotiations between LGL’s management team, in consultation with its board of directors and financial and legal advisors, the Sponsor, and representatives of IronNet, in consultation with IronNet’s financial and legal advisors.

LGL has limited the application of the “corporate opportunity” doctrine in its Existing Certificate. The “corporate opportunity” doctrine generally provides that a director may not take a business opportunity for his or her own if: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation’s line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his own, the self-interest of the director will be brought into conflict with the directors duties to the corporation. However, LGL does not believe that the limitation of the application of the “corporate opportunity” doctrine in its Existing Certificate had any impact on its search for a potential business combination.

The following is a brief discussion of the background of these negotiations, the Merger Agreement and the Business Combination and related transactions, but does not purport to catalogue every conversation among representatives of LGL, IronNet and other parties.

On November 12, 2019, LGL completed its Initial Public Offering. Prior to the consummation of its IPO, neither LGL, nor anyone on its behalf, contacted any prospective target businesses or had any substantive discussions, formal or otherwise, with respect to a transaction with LGL.

After its IPO, LGL’s officers, directors and special advisors commenced an active search for prospective businesses or assets to acquire in an initial business combination. Consistent with its strategy, LGL’s efforts to identify a prospective target business focused on aerospace, defense and communications industries, including the cybersecurity industry, with enterprise valuations in the range of $350 million to in excess of $1 billion. LGL’s management considered a variety of factors in evaluating prospective business combination targets, including, but not limited to, the following:

 

   

financial condition and results of operations;

 

   

growth potential;

 

   

capital requirements;

 

   

experience and skill of management

 

   

brand recognition and potential;

 

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competitive dynamics and competitive position;

 

   

barriers to entry;

 

   

stage of development of products and services;

 

   

existing customers, addressable market and potential for expansion;

 

   

relevance and strength of intellectual property;

 

   

regulatory environment and implications for business; and

 

   

costs associated with effecting the business combination.

From the date of the IPO through the signing of the Merger Agreement with IronNet on March 15, 2021, representatives of LGL were contacted by, and representatives of LGL contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. LGL’s officers and directors, special advisors and their affiliates also brought to LGL’s attention target business candidates. During that period, LGLs’ officers, directors and special advisors:

 

   

identified a list of approximately 120 potential acquisition candidates;

 

   

entered into non-disclosure agreements with approximately 35 potential target companies and had in person, telephonic or email discussions with those target companies;

 

   

actively pursued approximately 20 potential targets (including IronNet) by engaging in significant due diligence, analysis and detailed discussions directly with their senior executives and/or other representatives; and

 

   

submitted indications of interest or proposed letters of intent to 18 acquisition candidates (including IronNet) and entered into letters of intent with three of such candidates (including IronNet).

During the search period, LGL held regular meetings of the officers, directors and special advisors during which new opportunities were discussed, status updates concerning ongoing discussions and diligence concerning existing opportunities were provided and follow up steps were developed.

LGL pursued targets engaged in a variety of businesses, including electric vehicle technology solutions, additive manufacturing technology, electrification solutions, AI, space and aerospace technology, defense department services, engineering and services, e-commerce platforms and cybersecurity. LGL’s due diligence process encompassed, among other things, an assessment of the strength of management and sponsorship and analysis of the potential target’s business model, valuation, balance sheet and historical and projected financial statements, in each case to the extent made available. The decision to pursue a business combination with IronNet over other potential targets included, but was not limited to, one or more of the following reasons:

 

   

the increasing importance of cybersecurity across industry and governments due to the increasing occurrence and severity of cyber attacks, including but not limited to, the SolarWinds nation-state hack, the evolving Codecov hack that has been attributed to a nation-state actor and other recent cyber incidents;

 

   

the viability of valuation expectations of target stakeholders;

 

   

potential targets decisions to pursue other strategic alternatives or to postpone their review of strategic alternatives;

 

   

the analysis of IronNet’s competitive position relative to comparable publicly traded businesses;

 

   

the relative confidence in the IronNet’s business development and financial performance obtained from LGL’s due diligence;

 

   

the advanced stage of negotiations and discussions with IronNet as compared to more limited negotiations and discussions with other potential targets that did not progress as rapidly;

 

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the willingness of IronNet to enter into the non-binding letter of intent and the mutual exclusivity agreement discussed below on terms that LGL’s directors and officers believed were attractive; and

 

   

LGL’s board of directors’ assessment, based on their preliminary evaluation and the terms of the non-binding letter of intent, that IronNet was the most attractive potential business combination target that met its key criteria in a target.

On November 19, 2020, Robert V. “Rob” LaPenta, Jr., LGL’s then chief financial officer (currently, co-chief executive officer with Mr. Marc Gabelli and chief financial officer), and Timothy J. Foufas, LGL’s chief operating officer, met with representatives of Guggenheim by video conference during which they outlined key IronNet financial and performance metrics at a high level. Messrs. LaPenta and Foufas indicated an interest in continuing discussions and over ensuing the days negotiated a non-disclosure agreement which was entered into on November 24, 2020.

On December 6, 2020, Guggenheim circulated to LGL’s management team a written presentation developed by IronNet’s management which provided a detailed overview of IronNet’s business, management team, marketing strategy, product positioning, historical and projected results of operations and financial condition and key performance indicators. On December 7, 2020, LGL’s representatives met by video conference with IronNet’s executive management team during which IronNet’s executives reviewed the presentation.

On December 8, 2020, FireEye, Inc., a leading cybersecurity firm, first reported the nation-state actor SolarWinds hack, which U.S. national security officials reported compromised nine federal agencies and about 100 private sector companies.

On December 8, 2020, LGL’s representatives had a follow up telephone conference with representatives of Guggenheim to review IronNet’s expectations for growth capital and rollover of equity by its equity holders should a business combination be pursued with LGL. Thereafter on December 10, 2020 Guggenheim provided LGL with detailed financial projections and overview of IronNet’s growth strategy.

On December 10, 2020, a meeting of the board of directors of LGL was held during which Marc J. Gabelli, LGL’s then chairman and chief executive officer (currently its chairman and co-chief executive officer with Mr. LaPenta), presented an update on five potential business combination candidates, including IronNet, addressing the status of discussions with each.

On December 14, 2020, SolarWinds Inc. disclosed in a Current Report on Form 8-K the highly sophisticated cyber attack that infected its Orion IT monitoring products, which is reportedly used by thousands of enterprises and agencies worldwide. This public disclosure followed the directive issued by the Cybersecurity and Infrastructure Security Agency, a division of the United States Department of Homeland Security, ordering federal civilian agencies to remove SolarWinds software from their networks.

On December 14, 2020, LGL’s representatives met by video conference with IronNet’s management team to review the previously provided financial projections and growth strategy overview. On December 16, 2020 Guggenheim’s representatives presented LGL’s representatives with an indicative valuation of IronNet and the outlines of a business combination and target equity capital requirement and discussed the timetable for generating a letter of intent to capture IronNet’s proposal.

During the period December 16, 2020 through January 4 2021, LGL’s management team and special advisers continued with their financial and technology related due diligence of IronNet and continued to assess the implications for IronNet of the SolarWinds cyber attack, which had been the subject of continuous news coverage, including a network news interview of Gen. Keith B. Alexander (Ret.), IronNet’s founder, co-chief executive officer and chairman.

 

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On December 20, 2020, Guggenheim provided LGL’s management team with updated projections that reflected adjustments for additional equity capital that would be raised by the indicative Business Combination proposal previously discussed. The revised projection raised revenues for fiscal years 2023-2025 while significantly increasing sales and marketing expenditures resulting in an acceleration of the cash flow burn.

On January 4, 2021, Guggenheim’s representatives hosted the LGL management team on video conference to address the expected positive impact on IronNet’s business prospects resulting from the SolarWinds hack and thereafter on, January 5, 2021, they provided the LGL team with an assessment of how IronNet’s solution performed in the face of the SolarWinds intrusion, noting that it had first detected the initial SUNBURST behavior on a customer’s network in May 2020, and the same behavior was correlated on a second customer and automatically cross-reported two days later and then with other customer environments over the following six months.

On January 11, 2021, LGL’s and Guggenheim’s respective representatives met by video conference to discuss the indicative pre-transaction valuation, the expected amount of additional private placement equity capital and minimum cash condition for a business combination, as well as other possible terms of such a transaction. LGL’s team thereafter undertook its own cybersecurity company comparable company analysis.

On January 19, 2021, LGL’s and Guggenheim’s respective representatives met again to review the outlines of a transaction, addressing pre-valuation and the amount of private placement capital, board composition, equity incentives and other terms.

On January 20 and 21, 2021, Mr. LaPenta contacted representatives of Guggenheim to gather additional due diligence information, including information relating to IronNet’s capitalization, products and technology, sales and marketing and employee incentive programs. The information was obtained and reviewed during LGL’s weekly meeting of officers, directors and special advisors in formulating a proposed letter of intent.

On January 26, 2021, Mr. Gabelli submitted a non-binding letter of intent to IronNet, incorporating discussions between the parties to date. The draft letter of intent reflected a pre-transaction valuation of $1.2 billion and an expected raise of approximately by LGL of approximately $175 million of additional equity capital and other terms specifying the minimum cash closing condition, the imposition of vesting conditions on the Sponsor’s ownership of LGL common stock, board composition and other terms. On January 27, representatives of LGL and Guggenheim met by video conference to review the terms of the proposed letter of intent.

Over the course of January and February 2021, LGL internally conducted multiple due diligence discussions including the cyber security industry landscape, market competition, threat intelligence offerings, historical merger and acquisition transactions, and the market trend toward recurring subscription business model. This process included the participation in discussions and calls with the investment community and with publicly traded Cyber comparables.

On January 28, 2021, Gen. Alexander met by video conference with representatives of LGL during which he addressed his leadership role and vision for IronNet’s business.

In late January, LGL began the process of engaging and consulting with third-party consultants with industry expertise (Tag Cyber LLC, Highground Cyber, Inc, and 5by5 Consulting LLC) to analyze and assess IronNet’s technology, market positioning and other competitive factors in a dynamic context.

LGL’s board of directors held a meeting on February 2, 2021 during which management updated the board on the status of discussions with the four business combination candidates with which management has been actively engaged. The board concluded that the IronNet opportunity was the most advanced with respect to due diligence and negotiations, exhibited public company readiness, offered the greatest value, and improved its

 

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corporate governance profile. The board also authorized the engagement of Barclays Capital Inc. as exclusive M&A advisor and lead placement agent for the contemplated Private Placement to raise additional equity capital, also referred to as the PIPE. On February 2, 2021 LGL was also provided access to IronNet’s virtual data room which contained additional due diligence materials for LGL’s review. LGL also established an internal data room populated with due diligence materials to facilitate review by certain of its officers, directors and special advisors who were granted access in connection with LGL’s due diligence.

On February 3, 2021, in preparation for the PIPE, Barclays, and co-placement agents for the PIPE, BTIG, LLC, Jefferies LLC and Needham & Company, LLC, participated in due diligence video conferences with IronNet’s executive team, its advisors and LGL’s representatives during which the IronNet team reviewed historical and projected financial information, growth prospects and key performance indicators and product development, marketing strategy and differentiation. IronNet participated in additional video conferences with the placement agents on February 3, 4, 5 and 8, 2021 during which IronNet’s executive team addressed its technical and engineering roadmap, strategy and technology differentiation, customer base, anticipated bookings, overall product marketing strategy, its accounting and financial controls, its sales force productivity and current pipeline and its intellectual property, ongoing litigation and government contracting. On or about this time, Barclays, in consultation with the co-placement agents, commenced preparation of a PIPE road show presentation.

On February 8, 2021, Mr. Gabelli, Mr. LaPenta, LGL’s special advisor Jason Lamb and LGL’s consultant Jeffrey D. Buss travelled to IronNet’s headquarters offices to meet with Gen. Alexander and IronNet’s co-chief executive officer, William Welch and to tour IronNet’s facilities.

On February 9, 2021, the board of directors of LGL, acting by unanimous written consent, approved and authorized management to enter into an exclusivity agreement with IronNet. Representatives of the parties continued to negotiate the terms of the letter of intent.

On February 12, 2021, Barclays provided a due diligence update to LGL in which it addressed, among other things, IronNet’s financial model and valuation and provided a summary of its due diligence sessions with IronNet. On February 13, 2021, TAG Cyber LLC, a global cybersecurity advisory, training, consulting firm engaged by LGL, provided a report in which it addressed favorably IronNet’s cybersecurity platform and associated solutions.

The parties continued to negotiate the final open issues, which centered on terms of the contemplated equity incentive plan and plans for awards of equity incentives. The parties ultimately agreed that the amount of equity incentives to be granted to the Combined Company’s employees and directors and would be taken up and decided by the Combined Company Board and to put forth for approval by LGL’s stockholders the IronNet, Inc. 2021 Equity Incentive Plan as set forth in the incentive plan proposal.

The letter of intent was signed by the parties on February 15, 2021. It contemplated entering into a business combination between LGL and IronNet for aggregate consideration based on a pre-transaction enterprise value of IronNet of $1.2 billion. The letter of intent also contemplated that existing IronNet equity holders would rollover 100% of their existing equity into common stock of the Combined Company (“Combined Company Common Stock”) and LGL would enter into PIPE subscription agreements for approximately $175 million, which would close simultaneously with the closing of the Business Combination and the proceeds from which, together with the amounts retained in LGL’s trust account, would total at least $150 million. The letter of intent stated that all terms were subject to ongoing due diligence. The letter of intent also included provisions for a portion of the Founder Shares held by the Sponsor to be subject to forfeiture if the combined proceeds of the trust account and PIPE were less than $275 million upon which the Sponsor’s ownership would be reduced proportionally by the amount of the shortfall and 25% of the shares held after such adjustment, if any, would vest if the volume weighted average share price for LGL’s common stock were to equal or exceed $13.00 for ten (10) consecutive days during the two year period following the closing of the Business Combination. The letter of intent also

 

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provided that certain existing IronNet equity holders would be subject to a customary 180-day post-Business Combination lockup restricting sale of LGL’s common stock issued in the Business Combination.

On February 17, 2021, the PIPE road show presentation was finalized and the placement agents commenced initial outreach to potential investors in connection with prospective PIPE investors. During the balance of that week and the following two weeks, members of LGL’s management and IronNet’s executive team and their advisors began engaging in confidential discussions with potential investors in the PIPE. During this period, investors were provided with a draft of the PIPE subscription agreement and representatives of LGL and IronNet and their advisors engaged in discussions regarding governance, lockup periods, investor participation in the PIPE, subscription terms and the Merger Agreement documentation process. During this period, Paul Hastings LLP, counsel to LGL, commenced preparation of the Merger Agreement.

On March 1, 2021, an LGL board of directors meeting was held during which representatives of Barclays reviewed a presentation on IronNet’s business and historical and projected revenue profile and a benchmarking analysis of comparable companies. Barclays also shared its perspectives on IronNet’s valuation and how it compared to other cybersecurity companies.

On March 8, 2021, Paul Hastings sent an initial draft of the Merger Agreement to Cooley LLP, counsel to IronNet. During the week of March 8, 2021, representatives of LGL, IronNet, Barclays and the other placement agents continued confidential investor meetings and provided a draft subscription agreement for the PIPE to certain interested investors. During this period, representatives of LGL and IronNet had multiple calls to discuss the terms of the transaction and the provisions of the Merger Agreement. Paul Hastings and Cooley also exchanged updated drafts of the Merger Agreement and certain ancillary documents and agreements during this period. In addition, Paul Hastings and certain of the potential PIPE investors exchanged revised drafts of the form of subscription agreement for the PIPE.

Ultimately, after receiving investor feedback as part of the PIPE process, LGL and IronNet agreed to lower the pre-transaction enterprise valuation $863.4 million and to reduce the gross proceeds to be raised in the PIPE to $125 million and to reduce the minimum cash required to be available upon the closing of the Business Combination to $125 million, which amount would be satisfied with the proceeds from the $125 million PIPE. In connection with the foregoing changes, the Sponsor agreed to surrender and forfeit 25.0% of its Founder Shares for no consideration at the closing of the Business Combination and to have the Merger Agreement include earnout provisions pursuant to which an equal number of shares may be issued pro rata as additional merger consideration to IronNet stockholders and holders of vested options, warrants, stock unit awards and restricted stock awards if the volume weighted average share price for LGL’s common stock equals or exceeds $13.00 for ten consecutive days during the two year period following the closing of the Business Combination.

Under the revised terms, the Sponsor’s ownership of Founder Shares will not be subject to any further forfeiture or vesting conditions. In connection with the Sponsor’s forfeiture of 25% of its Founder Shares, LGL and IronNet agreed that the duration of the Sponsor’s lockup period will be shortened to coincide with the post-combination 180-day lockup period agreed to by the IronNet stockholders and benefit from additional lockup relief for charitable giving.

On March 10, 2021, the Sponsor arranged for IronNet’s representatives to present to representatives of LGL Group Inc., a NYSE American listed public company associated with certain members of the Sponsor, concerning a potential PIPE investment. On March 11, 2021, Barclays updated the PIPE roadshow presentation to reflect the lower valuation and change in transaction terms and the revised terms were presented to prospective PIPE investors and thereafter, LGL Group Inc. indicated its interests in participating in the PIPE with an investment of $5.66 million to be made through the Sponsor. Also on March 11, 2021, Barclays organized a due diligence video conference with IronNet.

LGL and IronNet continued to negotiate the final provisions of the Merger Agreement on March 12, 2021 and through the weekend thereafter. On March 14, 2021, LGL’s board of directors held a meeting by video

 

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conference to discuss the transaction and consider approval of the Merger Agreement. Mr. Gabelli updated the board on the change in transaction terms. A representative of Paul Hastings then provided an overview of Merger Agreement and ancillary documents. At the conclusion of the meeting, the Merger Agreement and related documents and agreements were unanimously approved by LGL’s board of directors, subject to final negotiations and modifications, and the board determined to recommend the approval of the Merger Agreement.

The Merger Agreement and related documents and agreements were executed on March 15, 2021. The subscription agreements with prospective PIPE investors were also executed reflecting final allocations in the oversubscribed offering. Prior to the market open on March 15, 2021, LGL and IronNet issued a joint press release announcing the execution of the Merger Agreement and LGL filed with the SEC a Current Report on Form 8-K announcing the execution of the Merger Agreement.

LGL’s Board of Directors’ Reasons for Approval of the Business Combination

In evaluating the Business Combination, LGL’s board of directors consulted with LGL’s management, cybersecurity experts and financial advisors. LGL’s board of directors reviewed various industry and financial data in order to determine that the consideration to be paid was reasonable and that the Business Combination was in the best interests of LGL stockholders. The financial data reviewed consisted of IronNet’s financial statements as of and for the fiscal years ending December 31, 2016 through 2019 and the period ending January 31, 2020, and certain estimated financial information for each of the fiscal years ended January 31, 2021, 2022, 2023, 2024 and 2025, as well as comparable publicly traded company analyses, an analysis of the pro forma capital structure of the Combined Company and trading multiples, including strategetic rationale and trading values, prepared by LGL’s financial advisor and other analyses.

LGL’s management conducted a due diligence review of IronNet that included an analysis of securities analyst industry reports and cybersecurity expert conclusions, an analysis of the existing business model of IronNet oriented toward revenue growth in lieu of near term profitability, and the historical and projected financial results in context. LGL’s management, including its directors and advisors, has many years of experience in both operational management and investment and financial management and analysis and, in the opinion of LGL’s board of directors, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a business combination partner. A detailed description of the experience of LGL’s executive officers and directors is included in the section of this proxy statement/prospectus entitled “Other Information Related to LGL—Directors and Executive Officers.

In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement, including the proposed Business Combination, are advisable, fair to and in the best interests of LGL and its stockholders and (ii) to recommend that stockholders adopt and approve the Merger Agreement and approve the Business Combination contemplated therein, LGL’s board of directors considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, LGL’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. LGL’s board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of LGL’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Forward-Looking Statements.”

In considering the Business Combination, LGL’s board of directors gave considerable weight to the following factors:

 

   

the emergence and expected growth of the cybersecurity sector, particularly in light cybersecurity hacks such as SolarWinds;

 

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the importance of cybersecurity to the national defense of the United States, especially in light of recent cyberattacks that are suspected to have been facilitated or encouraged by nation states;

 

   

the differentiated products offered by IronNet’s Collective Defense Platform;

 

   

the belief of the LGL board of directors that the cybersecurity industry is in the very early stages of development and the total addressable market for IronNet’s products is large and growing rapidly;

 

   

the milestones achieved by IronNet in developing its business;

 

   

the market opportunities presented by IronNet’s innovative and solutions-oriented products;

 

   

IronNet’s experienced management team and recognized leadership, including General Alexander, one of the leaders in the cybersecurity industry;

 

   

the extensive and comprehensive process engaged in by LGL’s management in sourcing business combination opportunities; and

 

   

IronNet’s potential as a public company.

LGL’s board of directors also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the following:

 

   

IronNet’s future financial performance may be impacted by factors outside its control, including macroeconomic factors;

 

   

IronNet’s business plan and projections may not be achieved;

 

   

even if IronNet’s projections are achieved, IronNet anticipates having negative EBITDA through 2025;

 

   

the benefits of the Business Combination may not be achieved or achieved within the expected timeframe;

 

   

IronNet’s growth initiatives may not be achieved;

 

   

IronNet’s insufficient cash to fund its operations and its going concern risk;

 

   

LGL did not obtain a fairness opinion in connection with the Business Combination;

 

   

the liquidation risk to LGL if the Business Combination is not completed;

 

   

the failure to obtain the stockholder vote required for the Business Combination;

 

   

LGL’s exclusivity obligations prohibit the pursuit of an alternative business combination;

 

   

the risk that certain closing conditions are out of LGL’s control;

 

   

that LGL stockholders will hold a minority position in the Combined Company;

 

   

litigation risk with respect to the Business Combination;

 

   

fees and expenses of the Business Combination;

 

   

potential redemptions by LGL stockholders;

 

   

potential inability to retain the Combined Company’s NYSE listing following the Business Combination;

 

   

valuation risk;

 

   

potential conflicts of interests;

 

   

potential distraction to IronNet’s operations; and

 

   

various other risks associated with the business of IronNet, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

LGL’s board of directors concluded that the potential benefits that it expected LGL and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the

 

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Business Combination. Accordingly, LGL’s board of directors unanimously determined that the Merger Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of LGL and its stockholders.

Certain Forecasted Financial Information for IronNet

IronNet provided LGL with its internally prepared forecasts described below. These forecasts were prepared solely for internal use and capital budgeting and other management purposes, are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the forecasts in making a decision regarding the Business Combination, as the forecasts may be materially different than actual results.

The forecasts are based on information as of the date they were made and reflect numerous assumptions, including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond IronNet’s control, such as the risks and uncertainties described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Although the assumptions and estimates on which the forecasts for revenue and costs are based are believed by IronNet’s management to be reasonable and based on the best then-currently available information, the financial forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond IronNet’s control. While all forecasts are necessarily speculative, IronNet believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the forecasts. The inclusion of the forecasted financial information in this proxy statement/prospectus should not be regarded as an indication that IronNet or its representatives considered or consider the forecasts to be a reliable prediction of future events, and reliance should not be placed on the forecasts.

The forecasts were provided for use as a component in its overall evaluation of IronNet, and are included in this proxy statement/prospectus on that account. IronNet has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including to LGL, other than representing to LGL in the Merger Agreement that the estimates of IronNet revenues and IronNet operating income/(loss) for fiscal year ended January 31, 2021 set forth in the final materials provided to investors in the Private Placement and filed with the SEC on Form 8-K in connection with the announcement of the proposed Business Combination were prepared in good faith and based on reasonable assumptions. Neither IronNet’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of IronNet compared to the information contained in the forecasts, and none of them intends to or undertakes any obligation to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. IronNet will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

IronNet does not as a matter of course make public projections as to future sales, earnings or other results. However, IronNet’s management has prepared the prospective financial information set forth below to present the key elements of the forecasts provided to LGL. The prospective financial information included in this document has been prepared by, and is the responsibility of, IronNet’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report

 

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included in this document relates to IronNet’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so. Also, the accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of IronNet’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of IronNet. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

The following table sets forth certain summarized prospective financial information regarding IronNet for its fiscal years ending January 31, 2021 through 2025:

 

     Forecast Year Ending January 31,  
(in millions)    2021     2022     2023     2024     2025  

Revenue

   $ 28.9     $ 54.2     $ 110.8     $ 184.5     $ 287.5  

Gross profit

     21.2       39.9       82.8       141.8       244.9  

EBITDA

     (57.5     (47.9     (91.2     (102.7     (98.5

The key elements of the forecasts provided to LGL are summarized below:

 

   

strong forecasted revenue growth, based on the fact that IronNet’s annual recurring revenue for its software products had historically grown at an increasing rate and an expected increase in IronNet’s investments in sales and marketing staffing and third-party expenditures;

 

   

gross margin improvement from improving compete costs and other efficiencies expected from upcoming release of IronNet’s software packages;

 

   

investment in accelerated software development consistent with other high growth security companies as measures on a percent of revenue basis; and

 

   

the reservation of capital for value added acquisitions, none of the direct or synergistic sales and operational benefits of which have been included in the forecasts.

The forecasted revenue growth from fiscal 2021 to fiscal 2022 was primarily based on IronNet having put into place two primary elements. As of January 31, 2021, IronNet’s ARR was $25.8 million and services revenue for fiscal 2022 was estimated to be $5.4 million, resulting in forecast revenues of $31.2 million for these components. The estimate of service revenue was determined by analyzing the percentage of total revenue in the three prior years that was represented by service revenue, and then reducing that percentage by approximately one-third and multiplying the reduced percentage by total forecast revenue in order to arrive at what was considered to be a conservative estimate of service revenue. The remaining $23 million in forecast revenue for fiscal 2022 was based on the substantially increased sales force that IronNet had put into place by the fourth quarter of fiscal 2021, combined with ongoing hiring and enablement plans on which IronNet had been executing and expected to continue through fiscal 2022. That increase was up from a small group of lightly supported or newly hired individuals at the beginning of fiscal 2021 to where, by the end of fiscal 2021, IronNet had a fully ramped and supported sales team sufficient to support projected new sales acquisition goals.

The forecasted revenue growth from fiscal 2022 to fiscal 2025 was also based on two primary factors and supported by ongoing investments in marketing and awareness building, as well as continued hiring into its sales force teams across all three global geographics in which IronNet had been operating. The first of the two primary growth factors for fiscal 2023 through fiscal 2025 was the continuous growth in IronNet’s ARR for its software products. The second was the continued investment in research and development through fiscal 2025, consistent with the investments made by other comparable high growth security companies pursuing a similar total addressable market.

 

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Satisfaction of 80% Test

It is a requirement under LGL’s current amended and restated certificate of incorporation that any business acquired by LGL have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions) at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analyses used to approve the Business Combination described herein, LGL’s board of directors determined that this requirement was met. In reaching this determination, LGL’s board of directors concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, customer relationships and technical skills as well as quantitative factors such as the historical growth rate and potential for future growth in revenues and profits of IronNet. LGL’s board of directors believes that the financial skills and background of its members qualify it to conclude that the acquisition met this requirement.

Interests of the Sponsor and LGL’s Directors and Officers in the Business Combination

In considering the recommendation of LGL’s board of directors to vote in favor of approval of the Business Combination proposal, the LGL charter proposals and the other proposals, you should keep in mind that the Sponsor (in which each of LGL’s directors and executive officers has an economic interest) and LGL’s directors and officers have interests in such proposals that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

 

   

If the Business Combination with IronNet or another business combination is not consummated by November 12, 2021 (or such later date as may be approved by LGL stockholders), LGL will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 4,312,500 Founder Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.006 per share prior to the Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. After the forfeiture of 25% (1,078,125) of its Founder Shares pursuant to the Sponsor Support Agreement, the 3,234,375 Founder Shares that the Sponsor will retain had an aggregate market value of approximately $32.5 million based upon the closing price of $10.04 per Public Share on NYSE on July 19, 2021, the LGL Record Date.

 

   

The Sponsor purchased an aggregate of 5,200,000 Private Warrants from LGL for an aggregate purchase price of $5,200,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the LGL’s IPO. Such warrants had an aggregate market value of approximately $8.8 million based upon the closing price of $1.70 per unit on NYSE on July 19, 2021, the LGL Record Date. The Private Warrants will become worthless if LGL does not consummate a business combination by November 12, 2021 (or such later date as may be approved by LGL stockholders in an amendment to its amended and restated certificate of incorporation).

 

   

If LGL is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by LGL for services rendered or contracted for or products sold to LGL. If LGL consummates a business combination, on the other hand, LGL will be liable for all such claims.

 

   

The Sponsor and LGL’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on LGL’s behalf, such as identifying and investigating possible business targets and business combinations. However, if LGL fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, LGL may not be able to reimburse these expenses if the Business Combination with IronNet or another business combination is not completed by November 12, 2021 (or such later date as may be approved by LGL stockholders in an amendment

 

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to its amended and restated certificate of incorporation). As of July 19, 2021, the LGL Record Date, the Sponsor and LGL’s officers, directors and their affiliates had incurred less than $         of unpaid reimbursable expenses.

 

   

The Merger Agreement provides for the continued indemnification of LGL’s current directors and officers and the continuation of directors and officers liability insurance covering LGL’s current directors and officers.

 

   

LGL’s officers and directors (or their affiliates) may make loans from time to time to LGL to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to LGL outside of the trust account.

 

   

The Subscription Investors have entered into the Subscription Agreements with LGL, pursuant to which the Subscription Investors will purchase an aggregate of 12,500,000 shares of LGL Class A common stock for a purchase price of $10.00 per share. Of the amounts subscribed for in the Private Placement, the Sponsor has agreed to purchase 566,000 shares of Class A common stock for $5,660,000.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding LGL or its securities, the Sponsor, LGL’s officers and directors, IronNet or IronNet stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of LGL common stock or vote their shares in favor of the Business Combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares entitled to vote at the special meeting to approve the Business Combination proposal vote in its favor and that LGL has in excess of the required dollar amount to consummate the Business Combination under the Merger Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the LGL initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on LGL common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of LGL common stock at a price lower than the market price and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

In addition, with the agreement of IronNet, LGL may seek to accomplish the Business Combination with IronNet through the use of a tender offer that conforms to the requirements of LGL’s amended and restated certificate of incorporation and otherwise complies with applicable tender offer regulations. The identity of the bidder and the terms of any such tender offer would be determined at that time. In such instance, that number of shares acquired coupled with the shares of the Sponsor and affiliates and associates of Sponsor may have sufficient voting power to approve a second step merger to effectuate a complete acquisition of IronNet.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that LGL will have in excess of the required amount of cash available to consummate the Business Combination as described above.

 

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As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into. LGL will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation of LGL’s Board of Directors

After careful consideration of the matters described above, particularly IronNet’s position in its industry, potential for growth and profitability, the experience of IronNet’s management and IronNet’s competitive positioning, its proprietary technology and know-how, its customer relationships and technical skills, LGL’s board determined unanimously that each of the Business Combination proposal, the LGL charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal and the adjournment proposal, if presented, is fair to and in the best interests of LGL and its stockholders. LGL’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

The foregoing discussion of the information and factors considered by LGL’s board of directors is not meant to be exhaustive, but includes the material information and factors considered by LGL’s board of directors.

IronNet’s Board of Directors’ Reasons for Approval of the Business Combination

After consideration, IronNet’s board of directors adopted resolutions determining that the Merger Agreement, the Business Combination upon the terms and conditions set forth in the Merger Agreement were advisable and in the best interests of IronNet and its stockholders, adopting and approving the Merger Agreement and the Business Combination and directing that the Merger Agreement be submitted to the holders of IronNet common stock and holders of IronNet preferred stock for approval. IronNet’s board of directors recommends that the holders of IronNet common stock and holders of IronNet preferred stock adopt and approve the IronNet merger proposal, by executing and delivering the written consent furnished with this proxy statement/prospectus.

In reaching its decision to adopt and approve, and declare advisable, the Merger Agreement and the Business Combination, and resolving to recommend that IronNet stockholders adopt and approve the IronNet merger proposal and thereby approve the Business Combination and the other transactions contemplated by the Merger Agreement, IronNet’s board of directors consulted with IronNet’s management, as well as its financial and legal advisors, and considered a number of factors, including (a) the process undertaken by the board of directors of IronNet and IronNet’s management to ascertain actionable proposals for a sale of the Company and whether this was an appropriate juncture, in light of the progress achieved and additional challenges faced by IronNet, to undertake such a process; (b) the possible alternatives to the Business Combination, the range of possible benefits to IronNet’s stockholders of such alternatives and the timing and likelihood of accomplishing the goal of any such alternatives; (c) current economic, industry and market conditions affecting IronNet and the competitive advantages of large companies with compatible product offerings and substantial resources; (d) the financial condition, historical results of operations and business and strategic objectives of IronNet, as well as the risks involved in achieving those objectives; (e) the likelihood that the proposed Business Combination would be consummated; (f) the amount and form of consideration to be received by IronNet’s stockholders in the Business Combination pursuant to the Merger Agreement, taking into account the relative interests of the various classes of stock of IronNet (including as to whether any alternatives to the Business Combination would reasonably likely be achievable and derive more value across such classes of stock); (g) the prospect and likelihood of the payment of the earnout consideration; (h) the anticipated value of the Combined Company; (i) the impact of the Business Combination on the holders of IronNet options, stock units, restricted stock and/or warrants; (j) the terms of the Merger Agreement, including the tax treatment, IronNet’s representations, warranties and covenants and the conditions that must be met to consummate the Business Combination; (k) the proposed timing of the

 

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Business Combination and whether it was advisable to proceed with the Business Combination given current economic, industry and market conditions; (l) the potential impact of the Business Combination on IronNet’s employees and customers; (m) the fiduciary duties of IronNet’s board of directors as a whole; and (n) the risks involved with the Business Combination, including the risk that benefits sought to be achieved by the Business Combination might not be achieved.

The foregoing discussion of the factors considered by IronNet’s board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by IronNet’s board of directors. In reaching its decision to adopt and approve, and declare advisable, the Merger Agreement and the Business Combination, IronNet’s board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. IronNet’s board of directors considered all these factors as a whole, including discussions with, and questioning of, IronNet’s management and financial and legal advisors, and, overall, considered these factors to be favorable to, and to support, its determination.

IronNet’s board of directors concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expected IronNet stockholders would receive as a result of the Business Combination, including the belief of IronNet’s board of directors that the Business Combination would maximize the immediate value of shares of IronNet common stock and IronNet preferred stock and eliminate the risk and uncertainty affecting the future prospects of IronNet, including the potential execution risks pursuing its business plan as a private company. Accordingly, IronNet’s board of directors determined that the Business Combination and the other transactions contemplated by the Merger Agreement are advisable to, and in the best interests of, IronNet and its stockholders, and adopted and approved, and declared advisable, the Merger Agreement and the Business Combination. IronNet’s board of directors recommends that IronNet stockholders consent to the IronNet merger proposal.

Interests of IronNet’s Directors and Executive Officers in the Business Combination

In considering the recommendation of IronNet’s board of directors with respect to approving the Merger Agreement and the Business Combination upon the terms and conditions set forth in the Merger Agreement by unanimous written consent, IronNet stockholders should be aware that certain members of the board of directors and executive officers of IronNet have interests in the Business Combination that may be different from, or in addition to, your interests as a stockholder. IronNet’s board of directors was aware of such interests during its deliberations on the merits of the Business Combination and in deciding to recommend that IronNet stockholders submit written consents in favor of the IronNet merger proposal. In particular:

 

   

IronNet’s directors and executive officers are expected to become directors and/or executive officers of the Combined Company upon the closing of the Business Combination. Specifically, the following individuals who are currently executive officers of IronNet are expected to become executive officers of the Combined Company upon the closing of the Business Combination, serving in the offices set forth opposite their names below:

 

Name

  

Title

Gen. Keith B. Alexander (Ret.)    Co-Chief Executive Officer, President and Chairman
William E. Welch    Co-Chief Executive Officer
James C. Gerber    Chief Financial Officer
Sean Foster    Chief Revenue Officer
Russell Cobb    Chief Marketing Officer
Donald Closser    Chief Product Officer

 

   

In addition, the following individuals who are currently members of IronNet’s board of directors and management team are expected to become members of the Combined Company Board upon the closing of the Business Combination: Gen. Keith B. Alexander (Ret.), Donald R. Dixon, Gen. John M. Keane (Ret.), Vadm. John M. McConnell (Ret.), André Pienaar, Hon. Michael J. Rogers, Theodore E. Schlein, Vadm. Jan E. Tighe (Ret.) and William E. Welch.

 

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Certain of IronNet’s directors and executive officers as of the date of the Merger Agreement hold IronNet stock, stock options and restricted stock units. The treatment of such equity awards in connection with the Business Combination is described in the section entitled “The Merger Agreement,” which description is incorporated by reference herein.

Recommendation of IronNet’s Board of Directors

After consideration of the matters described above, IronNet’s board of directors adopted resolutions determining that the Merger Agreement, the Business Combination upon the terms and conditions set forth in the Merger Agreement were advisable and in the best interests of IronNet and its stockholders, adopting and approving the Merger Agreement and the Business Combination, and directing that the IronNet merger proposal be submitted to the holders of IronNet common stock and holders of IronNet preferred stock for consideration. IronNet’s board of directors recommends that the holders of IronNet common stock and holders of IronNet preferred stock adopt and approve the IronNet merger proposal, including the Business Combination, by executing and delivering the written consent furnished with this proxy statement/prospectus.

The foregoing discussion of the information and factors considered by IronNet’s board of directors is not meant to be exhaustive, but includes the material information and factors considered by IronNet’s board of directors.

Anticipated Accounting Treatment of the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LGL will be treated as the “acquired” company for financial reporting purposes; whereas, IronNet will be treated as the accounting acquiror. In accordance with this accounting method, the Business Combination will be treated as the equivalent of IronNet issuing stock for the net assets of LGL, accompanied by a recapitalization. The net assets of LGL will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of IronNet. IronNet has been determined to be the accounting acquiror for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

 

   

IronNet’s existing stockholders will hold a majority ownership interest in the Combined Company, irrespective of whether existing stockholders of LGL exercise their right to redeem their shares in IronNet;

 

   

IronNet’s existing senior management team will comprise senior management of the Combined Company;

 

   

IronNet is the larger of the companies based on historical operating activity and employee base; and

 

   

IronNet’s operations will comprise the ongoing operations of the Combined Company.

Regulatory Matters

The Business Combination is not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware necessary to effectuate the Business Combination and the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act.

Required Vote of LGL Stockholders

The approval of the Business Combination proposal will require the affirmative vote of the holders of a majority of the outstanding LGL common stock (voting together as a single class) that are present (which would include presence at a virtual meeting) and entitled to vote at the special meeting. Additionally, the Business

 

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Combination will not be consummated if LGL has less than $5,000,001 of net tangible assets in the trust account after taking into account the redemption into cash of all public shares properly demanded to be redeemed by Public Stockholders.

The approval of the Business Combination proposal is a condition to the consummation of the Business Combination. If the Business Combination proposal is not approved, the other proposals (except the adjournment proposal, as described below) will not be presented to the stockholders for a vote.

LGL’s Board of Directors’ Recommendation

LGL’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT LGL STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

 

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THE MERGER AGREEMENT

For a discussion of the structure of the transactions and consideration, see the section entitled “Proposal No. 1—The Business Combination Proposal.” Such discussion and the following summary of other material provisions of the Merger Agreement is qualified by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the transactions.

On March 15, 2021, LGL entered into a Merger Agreement by and among LGL, Merger Sub and IronNet. Pursuant to the Merger Agreement, Merger Sub will merge with and into IronNet, with IronNet surviving the merger. As a result of the Business Combination, IronNet will become a wholly-owned subsidiary of LGL, with the stockholders of IronNet becoming stockholders of LGL.

Pursuant to the Merger Agreement, (i) each outstanding share of IronNet common stock and IronNet preferred stock (with each share of IronNet preferred stock being treated as if it were converted into ten (10) shares of IronNet common stock on the effective date of the Business Combination) will be converted into the right to receive (a) a number of share of LGL common stock equal to the Exchange Ratio and (b) a cash amount payable in respect of fractional shares of LGL common stock that would otherwise be issued in connection with the foregoing conversion, if applicable, and (ii) each IronNet option, IronNet restricted stock unit, IronNet restricted stock award or IronNet warrant that is outstanding immediately prior to the closing of the transactions (and by its terms will not terminate upon the closing of the transactions) will remain outstanding and thereafter (x) in the case of options, represent the right to purchase a number of shares of LGL common stock equal to the number of shares of IronNet common stock subject to such option multiplied by the Exchange Ratio used for IronNet common stock (rounded down to the nearest whole share) at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent), (y) in the case of warrants, represent the right to purchase a number of shares of LGL common stock equal to the number of shares of IronNet preferred stock subject to such warrant multiplied by Exchange Ratio, multiplied by ten at an exercise price equal to the current exercise price per share (rounded up to the nearest whole cent) for such warrant divided by the Exchange Ratio, divided by ten (10) (rounded down to the nearest whole share), and (z) in the case of stock units and restricted stock awards, represent a number of shares of LGL common stock equal to the number of shares of IronNet common stock subject to such stock unit or restricted stock award multiplied by the Exchange Ratio (rounded down to the nearest whole share). In addition, IronNet stockholders and eligible holders of options, warrants, restricted stock unit awards and restricted stock awards (as applicable, only to the extent time vested as of the closing of the Business Combination) may also receive as additional merger consideration in the form of a pro rata portion of 1,078,125 shares of LGL common stock if the volume weighted average share price for LGL’s common stock equals or exceeds $13.00 for ten (10) consecutive days during the two year period following the closing of the Business Combination.

If calculated based on the capitalization of IronNet as of July 23, 2021, the Exchange Ratio is approximately 0.8124 of a share of LGL common stock per fully-diluted share of IronNet common stock.

At the closing of the Business Combination, certain IronNet stockholders and other parties thereto will enter into the Registration Rights Agreement pursuant to which LGL agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement. LGL also agreed to provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that LGL will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

Certain IronNet stockholders receiving shares of LGL common stock in connection with the Business Combination will be subject to a 180-day lockup period for all shares of LGL common stock held by such persons, subject to customary carve-outs; provided, however, certain founders and employees, including an executive officer, have been granted relief from the lock-up to sell up to an aggregate of approximately 1.5 million shares of Combined Company Common Stock.

 

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The Business Combination is expected to be consummated in the third quarter of 2021, after the required approval by LGL stockholders and the fulfillment of certain other conditions.

Closing and Effective Time of the Business Combination

The closing of the Business Combination will take place no later than the third business day following the satisfaction or waiver of the conditions described below under the subsection entitled “—Conditions to the Closing of the Business Combination,” unless the parties to the Merger Agreement agree in writing to another time. The Business Combination is expected to be consummated as soon as practicable after the special meeting of LGL stockholders described in this proxy statement/prospectus.

Representations and Warranties

The Merger Agreement contains representations and warranties of IronNet relating to, among other things, due organization and qualification; subsidiaries; the authorization, performance and enforceability against IronNet of the Merger Agreement; absence of conflicts; the consent, approval or authorization of governmental authorities; pre-transaction capitalization; financial statements; absence of undisclosed liabilities; litigation and proceedings; compliance with laws; intellectual property matters; contracts and absence of defaults; benefit plans; labor matters; tax matters; brokers’ fees; insurance; assets and real property; environmental matters; absence of certain changes or events; transactions with affiliates; internal controls; permits; customers and suppliers; data privacy and security; international trade laws; government contracts; and statements made in this proxy statement/prospectus.

The Merger Agreement contains representations and warranties of each of LGL and Merger Sub relating to, among other things, due organization and qualification; the authorization, performance and enforceability against LGL and Merger Sub of the Merger Agreement; absence of conflicts; litigation and proceedings; the consent, approval or authorization of governmental authorities; financial ability and trust account; brokers’ fees; SEC reports, financial statements, Sarbanes-Oxley Act and absence of undisclosed liabilities; business activities and the absence of certain changes or events; statements made in this proxy statement/prospectus; the Private Placement; no outside reliance; tax matters; capitalization; and NYSE listing.

Covenants

LGL and IronNet have each agreed to use commercially reasonable efforts to obtain any required governmental, regulatory or third-party consents and approvals and to take such other actions as may be reasonably necessary to consummate the Business Combination. IronNet has also agreed to continue to operate its business in the ordinary course prior to the closing.

LGL has agreed that, unless otherwise required or permitted under the Merger Agreement, neither it nor its subsidiaries will take the following actions, among others, without the prior written consent of IronNet (which consent shall not be unreasonably conditioned, withheld, delayed or denied):

 

   

change or amend the LGL trust agreement, LGL’s amended and restated certificate of incorporation or bylaws or the certificate of incorporation or bylaws of Merger Sub;

 

   

make, declare or pay any dividend or distribution to LGL stockholders;

 

   

effect any recapitalization, reclassification, split or other change in its capitalization;

 

   

make or change any material tax election or adopt or change any material tax accounting method, file any amendment to any income tax return or other material tax return, enter into any agreement with a governmental authority with respect to taxes, settle or compromise any claim or assessment in respect of material taxes, or consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of a material amount of taxes, enter into any tax sharing or similar arrangement, or take or fail to take any other action that could have the effect of materially increasing the present or future tax liability of LGL and its affiliates after the closing;

 

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other than in connection with the Private Placement, enter into, renew or amend any transaction or contract with an affiliate of LGL;

 

   

waive, release, compromise, settle or satisfy any pending or threatened material action or compromise or settle any material liability;

 

   

incur, guarantee or otherwise become liable for any indebtedness or material liabilities, debt or obligations, other than those contemplated by the Merger Agreement or incurred in support of the Business Combination;

 

   

other than in connection with the Private Placement, offer, issue, deliver, grant or sell any capital stock of LGL or Merger Sub; and

 

   

amend, modify or waive any of the terms or rights set forth in the LGL warrants.

IronNet has agreed that, unless otherwise required or permitted under the Merger Agreement, neither it nor its subsidiaries will take the following actions, among others, without the prior written consent of LGL (which consent will not be unreasonably conditioned, withheld, delayed or denied):

 

   

change or amend their certificates of incorporation, bylaws or other organizational documents, except as provided in the Merger Agreement;

 

   

make, declare or pay any dividend or distribution to IronNet stockholders;

 

   

effect any recapitalization, reclassification, split or other change in its capitalization;

 

   

authorize for issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant any right, option or other commitment for the issuance of shares of its capital stock, or split, combine or reclassify any shares of its capital stock (except for issuances pursuant to the 2014 Plan in the ordinary course);

 

   

repurchase, redeem or otherwise acquire or offer to repurchase redeem or otherwise acquire any shares of capital stock or other equity interests;

 

   

enter into, assume, assign, partially or completely amend or modify any material term of or terminate (excluding any expiration in accordance with its terms) any material contract, any lease related to the material leased real property or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) other than entry into such agreements in the ordinary course consistent with past practice or as required by law;

 

   

sell, transfer, lease, pledge or otherwise encumber, abandon, cancel or convey or dispose of any assets, properties or business, except for sales or dispositions of obsolete or worthless assets or of items or materials in an amount not in excess of $1,000,000 in the aggregate, other than sales or leases of assets in the ordinary course of business;

 

   

except as otherwise required by law or existing company benefit plans, policies or contracts of IronNet or its subsidiaries in effect on the date of the Merger Agreement, (i) grant any material increase in compensation, benefits or severance to any employee or manager, except in the ordinary course of business consistent with past practice with annual base compensation less than $300,000, (ii) adopt, enter into or materially amend any company benefit plan, other than in the ordinary course of business with respect to annual renewals, (iii) grant or provide any material bonus, severance or termination payments or benefits to any employee or director of IronNet or its subsidiaries in excess of $250,000, individually, or $1,000,000 in the aggregate, except in connection with the hiring or firing of any in the ordinary course of business consistent with past practice, or (iv) hire any employee of IronNet or its subsidiaries or any other individual who is providing or will provide services to IronNet or its subsidiaries other than any employee with annual base compensation below $300,000 in the ordinary course of business consistent with past practice;

 

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except as set forth in the Merger Agreement, (i) fail to maintain its existence or purchase substantially all of the assets of, or a controlling equity interest in, another business entity, or acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses in excess of certain thresholds, or (ii) acquire assets in excess of $1,000,000 individually or $2,500,000 in the aggregate, or sell, transfer, license, assign, fail to maintain, or otherwise dispose of or encumber (A) intellectual property pertaining to the business, other than non-exclusive licenses granted in the ordinary course, (B) or material assets of IronNet or its subsidiaries in excess of $1,000,000;

 

   

adopt or enter into a plan of reorganization of IronNet or its subsidiaries (other than those contemplated by the Merger Agreement);

 

   

make any capital expenditures (or commitment to make any capital expenditures), other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with IronNet’s annual capital expenditure budget for periods following the date hereof;

 

   

make any loans or advances to any person, except for reimbursement or advance payment of ordinary course business expenses, in each case made to employees or officers of IronNet or its subsidiaries made in the ordinary course of business consistent with past practice, or terminate or forgive any loans or advance made by the Company to any Person;

 

   

make or change any material tax election or adopt or change any material tax accounting method, file any amendment to any income tax return or other material tax return, enter into any agreement with a governmental authority with respect to taxes, settle or compromise any claim or assessment in respect of material taxes, or consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of a material amount of taxes, enter into any tax sharing or similar arrangement, or take or fail to take any other action that could have the effect of materially increasing the present or future tax liability of LGL and its affiliates after the closing;

 

   

enter into any collective bargaining agreement with any union or other labor organization or recognize any Person as the collective bargaining representative of any group of employees at the Company or any subsidiary;

 

   

conduct any mass-layoff or plant closing;

 

   

take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the intended tax treatment of the Business Combination;

 

   

enter into any agreement that restricts the ability of IronNet or its subsidiaries to engage or compete in any line of business, or enter into any agreement that restricts the ability to enter a new line of business;

 

   

enter into, renew or amend in any material respect certain material agreements or any agreement with an affiliate, or make any change, waive, terminate or modify any agreement set forth in the schedules to the Merger Agreement;

 

   

waive, release, compromise, settle or satisfy any pending or threatened material claim or compromise or settle any material liability, other than in the ordinary course of business or that does not exceed $750,000 in the aggregate;

 

   

incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness, or amend, restate or modify any terms of or any agreement with respect to any outstanding indebtedness, other than as set forth in the Merger Agreement;

 

   

make any change in financial accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of IronNet or its subsidiaries, except insofar as may have been required by a change in GAAP or law;

 

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voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage maintained with respect to IronNet and its subsidiaries and their assets and properties as of the date of the Merger Agreement; and

 

   

enter into any agreement to do any of the foregoing.

The Merger Agreement also contains additional covenants of the parties, including covenants in connection with:

 

   

the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information;

 

   

the preparation and filing by LGL and IronNet of the notification required of each of them under the HSR Act and similar laws in connection with the transactions contemplated by the Merger Agreement;

 

   

termination of certain agreements between IronNet and its stockholders;

 

   

IronNet’s waiver of its rights to make claims against LGL to collect from the trust fund established for the benefit of public stockholders for any monies that may be owed to IronNet by LGL;

 

   

the preparation and filing by LGL of this proxy statement/prospectus with IronNet’s cooperation to solicit proxies from LGL stockholders to vote on the proposals that will be presented for consideration at the extraordinary general meeting;

 

   

compliance by LGL in all material respects with its reporting obligations under applicable securities laws;

 

   

IronNet’s obligation to provide reasonable cooperation, assistance and information in connection with any necessary Private Placement investment;

 

   

customary indemnification of, and provision of insurance with respect to, former and current officers and directors of LGL and IronNet;

 

   

IronNet’s use of commercially reasonable efforts to enter into a warrant termination agreement with Silicon Valley Bank, in form and substance reasonably acceptable to LGL, pursuant to which Silicon Valley Bank agrees to exercise its warrant (including by way of cashless exercise) effective immediately prior to the effective time of the Merger;

 

   

IronNet’s obligation to solicit approval via written consent of its stockholders to the Business Combination;

 

   

each party’s obligation to use reasonable best efforts to effect the intended tax treatment of the Business Combination;

 

   

LGL’s obligation to take reasonable best efforts to ensure that LGL common stock and LGL warrants remain listed on a national securities exchange and cause the LGL common stock issued as merger consideration and the LGL common stock underlying exchanged IronNet options and IronNet warrants to be approved for listing on the NYSE;

 

   

LGL’s obligation prior to closing to approve and adopt a management incentive equity plan in such form as may be mutually agreed by LGL and IronNet;

 

   

LGL’s post-closing obligation, for a period of twelve months after the closing of the Business Combination, provide each employee of IronNet a base salary, base wage rate, incentive compensation and other compensation and employee benefits (excluding equity compensation and long-term incentives) that are no less favorable to such employee prior to the closing of the Business Combination, and to provide certain other benefits to the employees of IronNet; and

 

   

LGL’s obligation to amend its amended and restated certificate of incorporation and bylaws as described elsewhere herein.

 

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LGL’s and IronNet’s obligations to not to any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with any other party concerning or related to an offer or proposal related to a business combination other than the Business Combination between LGL and IronNet.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Business Combination is conditioned on approval thereof by LGL stockholders. In addition, each party’s obligation to consummate the Business Combination is conditioned upon, among other things:

 

   

all necessary permits, approvals, clearances, and consents of or filings with regulatory authorities having been procured or made, as applicable;

 

   

no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, or statute, rule or regulation being in force that enjoins or prohibits the consummation of the Business Combination;

 

   

LGL providing the holders of public shares the opportunity to redeem such shares;

 

   

LGL having at least $5,000,001 of net tangible assets remaining prior to the Business Combination after taking into account any redemptions by holders of LGL common stock that properly demand that LGL redeem their public shares for their pro rata share of the trust account prior to the closing of the Business Combination;

 

   

the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part having become effective in accordance with the provisions of the Securities Act, no stop order having been issued by the SEC that remains in effect with respect to the Form S-4, and no proceeding seeking such a stop order having been threatened or initiated by the SEC that remains pending;

 

   

the delivery by each party to the other party of a certificate with respect to (i) the truth and accuracy of such party’s representations and warranties as of execution of the Merger Agreement and as of the closing of the Business Combination and (ii) the performance by such party of covenants contained in the Merger Agreement required to by complied with by such party in all material respects as of or prior to the closing;

 

   

approval of the Business Combination by LGL stockholders; and

 

   

approval of the Business Combination by IronNet stockholders.

Conditions to Closing of IronNet

The obligations of IronNet to consummate the Business Combination are also conditioned upon, among other things:

 

   

the accuracy of the representations and warranties of LGL and Merger Sub (subject to certain bring-down standards);

 

   

performance of the covenants of LGL and Merger Sub to be performed by such parties in all material respects as of or prior to the closing;

 

   

LGL filing an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopting amended and restated bylaws, each in substantially the form as attached to the Merger Agreement;

 

   

LGL executing the Registration Rights Agreement;

 

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the covenants of the Sponsor contained in the Sponsor Support Agreement and the Sponsor Agreement Amendment having been performed in all material respects;

 

   

the LGL common stock to be issued pursuant to the Merger Agreement and underlying the exchanged IronNet options and IronNet warrants having been approved for listing on a national securities exchange; and

 

   

the amount of cash available to LGL as of immediately prior to the closing shall not be less than $125 million after giving effect to payment of amounts that LGL will be required to pay to redeeming stockholders upon consummation of the Business Combination and the aggregate proceeds received from the Private Placement.

LGL’s and Merger Sub’s Conditions to Closing

The obligations of LGL and Merger Sub to consummate the Business Combination are also conditioned upon, among other things:

 

   

the accuracy of the representations and warranties of IronNet (subject to certain bring-down standards);

 

   

performance of the covenants of IronNet to be performed by IronNet in all material respects as of or prior to the closing; and

 

   

all directors of IronNet that will not continue as directors of the Combined Company having executed and delivered to LGL letters of resignation.

Waiver

If permitted under applicable law, LGL or IronNet may waive any inaccuracies in the representations and warranties made to such party and contained in the Merger Agreement and waive compliance with any agreements or conditions for the benefit of such party contained in the Merger Agreement. However, pursuant to LGL’s existing amended and restated certificate of incorporation, the condition requiring that LGL have at least $5,000,001 of net tangible assets may not be waived.

Termination

The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, as follows:

 

   

by mutual written consent of LGL and IronNet;

 

   

by either LGL or IronNet if the transactions are not consummated on or before the later of November 12, 2021 and such later date as LGL stockholders may approve, provided that the terminating party shall not have been the primary cause of the failure to close by such date;

 

   

by either LGL or IronNet if consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable order, decree or ruling of a governmental entity or a statue, rule or regulation, provided that the terminating party shall not have been the primary cause thereof;

 

   

by either LGL or IronNet if the other party has breached any of its representations, warranties or covenants, such that the closing conditions would not be satisfied at the closing, and has not cured such breach within forty-five days (or any shorter time period that remains prior to the termination date provided in the second bullet above) of notice from the other party of its intent to terminate, provided that the terminating party is itself not in breach;

 

   

by LGL if IronNet stockholder approval of the Business Combination has not been obtained within three business days following the date that this proxy statement/prospectus is disseminated by IronNet to its stockholders; or

 

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