As filed with the Securities and Exchange Commission on January 22, 2024
Registration No. 333-259731
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
ON FORM S-3
REGISTRATION STATEMENT NO. 333-259731
UNDER
THE
SECURITIES ACT OF 1933
IronNet, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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| Delaware |
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7372 |
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83-4599446 |
| (State or Other Jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
| Incorporation or Organization) |
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Classification Code Number) |
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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
Registrant’s 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 to the public:
Not applicable.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
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, please 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(c) 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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(c) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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| Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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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. ☐