IRNT IronNet Inc

Introductory Statement: This Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on September 10, 2021 (the “Original Schedule 13D”) and amended through the date hereof (as so amended, the “Schedule 13D”) relating to the common stock, $0.0001 par value per share (the “Common Stock”), of IronNet, Inc. (the “Company”). This Amendment is being filed by C5 Partners LLC (the “LLC”), C5 Investors General Partner Limited (“GP Limited”), which acts on behalf of C5 Investors LP (C5 LP”), the sole manager of the LLC, and C5 Capital USA LLC, the investment manager of C5 LP (together, the “Reporting Persons”).  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:

Following a discussion with members of the Board of Directors of the Company on June 12, 2023, a joint venture affiliated with the Reporting Persons and an institutional investor (the “JV”) delivered a proposal to the Board of Directors of the Company on June 13, 2023 pursuant to which (1) the JV would provide funding for the Company’s on-going operational shortfalls until the completion of a proposed recapitalization; (2) the Board would make certain changes to the composition of management and the Board of the Company in consultation with the JV; (3) the Company and the JV would take steps necessary to remove the Company from the public securities markets and take it private (the “take private” transaction); and (4) following the consummation of the take-private transaction,  the JV and its co-investors would provide an additional capital infusion to the Company.  The foregoing description of the proposal does not purport to be complete and is subject to, and is qualified in its entirety by reference to full text of the proposal filed herewith as Exhibit 9 and incorporated herein by reference.

The Reporting Persons intend to review their investment in the Company on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in this Schedule 13D, as may be amended from time to time, the Company’s financial position and strategic direction, actions taken by the Board, price levels of the Company’s securities, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Company as they deem appropriate.

These actions may include (i) acquiring additional Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Company (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

In response to communication from the Company regarding the timing and conditions to funding of continuing operations, the JV additionally communicated on June 15, 2023 that such funding would be predicated upon the management changes, agreement on debt and preferred stock terms, taking public steps to proceed with the delisting and take-private transaction, debt restructuring discussions with existing note holders and exclusivity as more fully described in the June 13 proposal.

Item 5 is restated in its entirety as follows:

Percentage beneficial ownership by each Reporting Person is based upon 111,775,430 shares of Common Stock outstanding as of May 11, 2023, as set forth in the Company's Annual Report on Form 10-K for the period ended January, 31, 2023.

(a), (b)  See the cover page of each Reporting Person.

(c) Except as set forth herein and in the Original Schedule 13D, none of the Reporting Persons or, to their knowledge, any partner, executive officer or director thereof, has engaged in any transaction in any shares of the Company’s Common Stock during the sixty days immediately preceding the date hereof.

(d) Except as disclosed in this Schedule 13D, to their knowledge, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the Common Stock.

(e) Not applicable.

Item 6 is amended and supplemented by incorporating the information added to Item 4 by reference.

SIGNATURE

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

Dated: June 15, 2023