0001011438-23-000288.txt : 20230214 0001011438-23-000288.hdr.sgml : 20230214 20230214151200 ACCESSION NUMBER: 0001011438-23-000288 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: CYNTHIA PAUL GROUP MEMBERS: LYNROCK LAKE PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONE STOP SYSTEMS, INC. CENTRAL INDEX KEY: 0001394056 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 330885351 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90455 FILM NUMBER: 23627766 BUSINESS ADDRESS: STREET 1: 2235 ENTERPRISE ST STE 110 CITY: ESCONDIDO STATE: CA ZIP: 92029 BUSINESS PHONE: 760-745-9883 MAIL ADDRESS: STREET 1: 2235 ENTERPRISE ST STE 110 CITY: ESCONDIDO STATE: CA ZIP: 92029 FORMER COMPANY: FORMER CONFORMED NAME: ONE STOP SYSTEMS INC DATE OF NAME CHANGE: 20070322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lynrock Lake LP CENTRAL INDEX KEY: 0001734341 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 INTERNATIONAL DRIVE STREET 2: SUITE 130 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914.449.4660 MAIL ADDRESS: STREET 1: 2 INTERNATIONAL DRIVE STREET 2: SUITE 130 CITY: RYE BROOK STATE: NY ZIP: 10573 SC 13G 1 form_sc13g-onestop.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

One Stop Systems, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

68247W109
(CUSIP Number)

December 31, 2022
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 68247W109
       
1
NAME OF REPORTING PERSON
Lynrock Lake LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
1,782,528
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,782,528
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,528
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (1)
12
TYPE OF REPORTING PERSON
PN, IA
(1) Based on 20,032,449 shares of Common Stock of One Stop Systems, Inc. (the "Issuer") outstanding as of October 31, 2022, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 10, 2022.
CUSIP No.: 68247W109
       
1
NAME OF REPORTING PERSON
Lynrock Lake Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
1,782,528
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,782,528
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,528
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (1)
12
TYPE OF REPORTING PERSON
OO, HC
(1) Based on 20,032,449 shares of Common Stock of the Issuer outstanding as of October 31, 2022, as reported in the Issuer's Form 10-Q filed with the SEC on November 10, 2022.
CUSIP No.: 68247W109
       
1
NAME OF REPORTING PERSON
Cynthia Paul
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
1,782,528
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,782,528
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,528
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (1)
12
TYPE OF REPORTING PERSON
IN, HC
(1) Based on 20,032,449 shares of Common Stock of the Issuer outstanding as of October 31, 2022, as reported in the Issuer's Form 10-Q filed with the SEC on November 10, 2022.
CUSIP No.: 68247W109
     
ITEM 1(a).
NAME OF ISSUER:
   
 
One Stop Systems, Inc. (the "Issuer")
   
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
2235 Enterprise Street #110
Escondido, California 92029
   
ITEM 2(a).
NAME OF PERSON FILING:
   
 
Lynrock Lake LP
Lynrock Lake Partners LLC
Cynthia Paul
   
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 

2 International Drive, Suite 130
Rye Brook, NY 10573
   
ITEM 2(c).
CITIZENSHIP:
   
 
Lynrock Lake LP - Delaware
Lynrock Lake Partners LLC - Delaware
Cynthia Paul - United States
   
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.0001 per share ("Common Stock")
   
ITEM 2(e).
CUSIP NUMBER:
   
  68247W109




ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
   
 
(a) [  ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
   
 
(b) [  ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
   
 
(c) [  ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
   
 
(d) [  ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
   
 
(e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
   
 
(f)  [  ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
   
 
(g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
   
 
(h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
 
(i)  [  ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
   
 
(j)  [  ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
   
 
(k) [  ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
   
ITEM 4.
OWNERSHIP:
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     
 
(a)
Amount beneficially owned as of December 31, 2022:
   
Lynrock Lake LP - 1,782,528
Lynrock Lake Partners LLC - 1,782,528
Cynthia Paul - 1,782,528
     
 
(b)
Percent of class as of December 31, 2022:
   
Lynrock Lake LP - 8.9%
Lynrock Lake Partners LLC - 8.9%
Cynthia Paul - 8.9%
     
 
(c)
Number of shares as to which the person has:
     
   
(i) Sole power to vote or to direct the vote:
   
Lynrock Lake LP - 1,782,528
Lynrock Lake Partners LLC - 1,782,528
Cynthia Paul - 1,782,528
     
   
(ii) Shared power to vote or to direct the vote:
   
Lynrock Lake LP - 0
Lynrock Lake Partners LLC - 0
Cynthia Paul - 0
     
   
(iii) Sole power to dispose or to direct the disposition of:
   
Lynrock Lake LP - 1,782,528
Lynrock Lake Partners LLC - 1,782,528
Cynthia Paul - 1,782,528
     
   
(iv) Shared power to dispose or to direct the disposition of:
   
Lynrock Lake LP - 0
Lynrock Lake Partners LLC - 0
Cynthia Paul - 0





As of December 31, 2022, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held 1,782,528 shares of the Issuer's Common Stock. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
 
As disclosed in Item 4 of this Schedule 13G, as of December 31, 2022, Lynrock Lake Master directly held 1,782,528 shares of the Issuer's Common Stock. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, or the proceeds from the sale of, the securities directly held by Lynrock Lake Master.
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
   
 
Not applicable.
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
 
Not applicable.
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
   
 
Not applicable.
   
ITEM 10.
CERTIFICATION:
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023
 
LYNROCK LAKE LP
By: Lynrock Lake Partners LLC,
its general partner
  
       
 
By:
/s/ Cynthia Paul
  
 
Name:
Cynthia Paul
  
 
Title:
Sole Member
  
       
       
 
LYNROCK LAKE PARTNERS LLC
  
       
 
By:
/s/ Cynthia Paul
  
 
Name:
Cynthia Paul
  
 
Title:
Sole Member
  
       
 
/s/ Cynthia Paul
  
 
CYNTHIA PAUL
  
EXHIBIT 99.1
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G, dated February 14, 2023 (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of One Stop Systems, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.

 
LYNROCK LAKE LP
By: Lynrock Lake Partners LLC,
its general partner
  
       
 
By:
/s/ Cynthia Paul
  
 
Name:
Cynthia Paul
  
 
Title:
Sole Member
  
       
       
 
LYNROCK LAKE PARTNERS LLC
  
       
 
By:
/s/ Cynthia Paul
  
 
Name:
Cynthia Paul
  
 
Title:
Sole Member
  
       
 
/s/ Cynthia Paul
  
 
CYNTHIA PAUL