Transaction Expected to Close in Q3 2021
LGL Systems Acquisition Corp. (NYSE: DFNS) (“LGL” or “the
Company”), a special purpose acquisition company formed to help
advance domestic and international defense, announced today that it
filed an amended registration statement on Form S-4 (the
“Registration Statement”) with the U.S. Securities and Exchange
Commission (“SEC”) in connection with the proposed business
combination with IronNet Cybersecurity, Inc. (“IronNet”), an
innovative leader transforming cybersecurity through Collective
Defense, on July 2, 2021. The registration statement on Form S-4
also includes a document that serves as a prospectus and proxy
statement of LGL, referred to as a proxy statement/prospectus. The
Company set the close of business on July 19, 2021 as the record
date for the determination of stockholders of LGL eligible to vote
at its special meeting of stockholders to be held for purposes of
approving the proposed business combination (the “Special
Meeting”).
Only stockholders who hold LGL shares on July 19, 2021 will be
eligible to vote at the Special Meeting. The approval of the
proposed business combination 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) that are present in
person (which would include presence at a virtual meeting) or by
proxy at the special meeting and entitled to vote thereon. The
approval of the proposals to amend the Company’s certificate of
incorporation 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) and the affirmative vote of the holders
of a majority of the outstanding shares of Class B common stock.
Other proposals to be presented at the Special Meeting have
different voting requirements.
IronNet’s financial results for its first fiscal quarter ended
April 30, 2021 and LGL’s financial results for its first fiscal
quarter ended March 31, 2021 were included in the amended
Registration Statement filed on July 2, 2021. The update included
first quarter results on a separate and a pro forma combined basis
for both IronNet and LGL.
The combined company is expected to receive approximately $267
million in net proceeds, assuming no redemptions by LGL’s existing
public stockholders, including proceeds from a $125 million PIPE
transaction. Upon the closing of the business combination, expected
in the third quarter of 2021, the combined company will be renamed
“IronNet, Inc.” and will be listed on the New York Stock Exchange
and trade under the ticker symbol “IRNT.”
The amended Registration statement and proxy
statement/prospectus are subject to SEC review and stockholders are
not required to take any action at this time. Once final, a
definitive proxy statement will be mailed together with a proxy
card to LGL stockholders who hold shares as of the close of
business on July 19, 2021. The definitive proxy statement will
include the date and time of the Special Meeting.
About LGL Systems Acquisition Corp.
LGL Systems Acquisition Corp. is a blank check company formed
for the purpose of effecting a merger with a target business in the
cybersecurity, C4ISR, data processing, and/or analytics sectors,
with a broad range of applications across the aerospace, defense,
and communication end markets.
About IronNet
Founded in 2014 by GEN (Ret.) Keith Alexander, IronNet
Cybersecurity is a global cybersecurity leader that is transforming
how organizations secure their networks by delivering the
first-ever Collective Defense platform operating at scale.
Employing a high number of former NSA cybersecurity operators with
offensive and defensive cyber experience, IronNet integrates deep
tradecraft knowledge into its industry-leading products to solve
the most challenging cyber problems facing the world today.
Important Information and Where to Find It
This press release relates to a proposed transaction between LGL
Systems Acquisition Corp. (“LGL”) and IronNet Cybersecurity, Inc.
(“IronNet”). LGL has filed with the Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 (the
“Registration Statement”) that includes a proxy statement to be
distributed to LGL’s stockholders in connection with LGL’s
solicitation of proxies for the vote by LGL’s stockholders in
connection with the proposed business combination and other
transactions described in the Registration Statement, as well as a
preliminary prospectus relating to the offer of LGL’s securities to
be issued to IronNet’s stockholders in connection with the
completion of the proposed business combination described in the
Registration Statement. After the Registration Statement is
declared effective, LGL will mail the definitive proxy
statement/prospectus to stockholders of LGL as of a record date to
be established for voting on the proposed business combination. LGL
also will file other relevant documents from time to time regarding
the proposed transaction with the SEC. INVESTORS AND SECURITY
HOLDERS OF LGL ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND, ONCE AVAILABLE, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR
WILL BE FILED BY LGL FROM TIME TO TIME WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
free copies of the proxy statement/prospectus and other documents
containing important information about LGL and IronNet once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by LGL when and if available, can be obtained free of
charge on LGL’s website at https://www.dfns.ai or by directing a
written request to LGL Systems Acquisition Corp., 165 Liberty St.,
Suite 220, Reno, NV 89501 or to info@dfnsi.ai.
Participants in the Solicitation
LGL and IronNet and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of LGL’s stockholders in connection with
the proposed transactions. Information regarding the persons who
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from LGL’s stockholders in connection with
the proposed transactions described in the Registration Statement
and the interests that such persons have in the proposed business
combination are set forth in the proxy statement/prospectus
included in the Registration Statement.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995, including,
without limitation, statements regarding IronNet’s business
combination with LGL. When used in this press release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar
expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements, including
statements relating to IronNet’s future financial performance.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside LGL’s or IronNet’s management’s
control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include: the inability to complete the transactions
contemplated by the proposed business combination; 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 redemptions by LGL
stockholders; the ability to meet the NYSE’s listing standards
following the consummation of the transactions contemplated by the
proposed business combination; costs related to the proposed
business combination; IronNet’s ability to execute on its plans to
develop and market new products and the timing of these development
programs; IronNet’s estimates of the size of the markets for its
products; the rate and degree of market acceptance of IronNet’s
products; the success of other competing technologies that may
become available; IronNet’s ability to identify and integrate
acquisitions; the performance of IronNet’s products; potential
litigation involving LGL or IronNet; and general economic and
market conditions impacting demand for IronNet’s products. Other
factors include the possibility that the proposed transaction does
not close, including due to the failure to receive required
security holder approvals, or the failure of other closing
conditions. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described under the heading “Risk Factors” in the
proxy statement/prospectus included in the Registration Statement,
LGL’s Annual Report on Form 10-K (as amended), Quarterly Reports on
Form 10-Q, and other documents filed by LGL from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and neither LGL nor IronNet undertake
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210714005353/en/
IronNet: IronNet Investor Contacts: Michael Bowen and
Ryan Gardella: IronNetIR@icrinc.com IronNet Media Contact: Kate
Duchaney: ironnet@matternow.com
LGL Systems Acquisition (NYSE:DFNS)
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