As filed with the Securities and Exchange Commission on January 22, 2024
Registration No. 333-234124
Registration No. 333-234550
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT NO. 333-234124
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT NO. 333-234550
UNDER
THE SECURITIES ACT OF 1933
IronNet, Inc.
(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) |
7900 Tysons One Place, Suite 400
McLean, VA 22102
Tel: (443) 300-6761
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Cameron Pforr
Chief Financial Officer and President
IronNet, Inc.
7900 Tysons One Place, Suite 400
McLean, VA 22102
(443) 300-6761
(Name, Address Including Zip Code, and Telephone Number Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale of the securities to the public: Not applicable.
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) ☐
DEREGISTRATION OF SECURITIES
On October 7, 2019, the Company filed a registration statement on Form S-1 (File No. 333-234124) (as amended on October 21, 2019, October 28, 2019 and November 4, 2019, the Registration Statement) and on November 6, 2019, the Company filed a registration statement on Form S-1 (File No. 333-234550) relating to the Registration Statement and to register additional securities (collectively, the Registration Statements) with the Securities and Exchange Commission (the SEC). The Registration Statement was declared effective on November 6, 2019. The Registration Statements pertained to the registration of 15,000,000 units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant.
On October 12, 2023, the Company and IronNet Cybersecurity, Inc., the Companys wholly-owned subsidiary (collectively, the Debtors), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) (such cases, the Chapter 11 Cases). The Chapter 11 Cases are being jointly administered under the caption In re IronNet, Inc. et al., Case No. 23-11710 (Bankr. D. Del. 2023).
As a result of the Chapter 11 Cases, the Registrant has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Registrant hereby removes from registration all of such securities registered but unsold under the Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned registrant certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on January 22, 2024.
IRONNET, INC.. | ||
By: | /s/ Cameron D. Pforr | |
Name: | Cameron D. Pforr | |
Title: | Chief Financial Officer and President |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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