|
[ x]
|
Rule 13d-1(b)
|
|
[ ]
|
Rule 13d-1(c)
|
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. 46269C102
|
13G
|
Page 2 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T2 Partners Management, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
540,759
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
540,759
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,759
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.71%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP NO. 46269C102
|
13G
|
Page 3 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T2 Partners Group, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
540,759
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
540,759
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,759
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.71%
|
|||
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP NO. 46269C102
|
13G
|
Page 4 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T2 Partners Management I, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
413,309
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
413,309
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,309
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.54%
|
|||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP NO. 46269C102
|
13G
|
Page 5 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T2 Accredited Fund, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
160,649
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
160,649
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,649
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.21%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP NO. 46269C102
|
13G
|
Page 6 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
T2 Qualified Fund, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
53,706
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
53,706
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,706
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.07%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP NO. 46269C102
|
13G
|
Page 7 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Tilson Offshore Fund, Ltd
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
85,694
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
85,694
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,694
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.11%
|
|||
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP NO. 46269C102
|
13G
|
Page 8 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Deerhaven Fund, LP (formerly T2 SPAC Fund, LP)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
198,954
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
198,954
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,954
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.26%
|
|||
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP NO. 46269C102
|
13G
|
Page 9 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Tilson Focus Fund
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
None
|
||
6
|
SHARED VOTING POWER
41,756
|
|||
7
|
SOLE DISPOSITIVE POWER
None
|
|||
8
|
SHARED DISPOSITIVE POWER
41,756
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,756
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%
|
|||
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP NO. 46269C102
|
13G
|
Page 10 of 13 Pages
|
Item 1.
|
(a)
|
Name of Issuer:
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2.
|
(a)
|
Name of Person Filing:
|
|
(b)
|
Address of Principal Business Office or, if None, Residence:
|
|
(c)
|
Citizenship:
|
|
(d)
|
Title of Class of Securities:
|
|
(e)
|
CUSIP Number:
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 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 Exchange Act.
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
[ x]
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ]
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
[ ]
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
[ ]
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
CUSIP NO. 46269C102
|
13G
|
Page 11 of 13 Pages
|
Item 4.
|
Ownership.
|
T2 Partners Management, LP
|
T2 Partners Group,
LLC
|
T2 Partners Management I, LLC
|
T2 Accredited Fund, LP
|
T2
Qualified Fund, LP
|
Tilson Offshore Fund Ltd
|
Deerhaven Fund, LP (formerly T2 SPAC)
|
Tilson
Focus
Fund
|
|||
(a)
|
Amount beneficially owned:
|
540,759
|
540,759
|
413,309
|
160,649
|
53,706
|
85,694
|
198,954
|
41,756
|
|
(b)
|
Percent of class:
|
0.71%
|
0.71%
|
0.54%
|
0.21%
|
0.07%
|
0.11%
|
0.26%
|
0.05%
|
|
(c)
|
Number of shares as to which the person has:
|
|||||||||
(i)
|
Sole power to vote or to direct the vote:
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
540,759
|
540,759
|
413,309
|
160,649
|
53,706
|
85,694
|
198,954
|
41,756
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
540,759
|
540,759
|
413,309
|
160,649
|
53,706
|
85,694
|
198,954
|
41,756
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
CUSIP NO. 46269C102
|
13G
|
Page 12 of 13 Pages
|
Item 10.
|
Certification.
|
T2 Partners Management, LP
|
By:
|
T2 Partners Group, LLC
General Partner
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Managing Member
|
T2 Partners Group, LLC
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Managing Member
|
T2 Partners Management I, LLC
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Managing Member
|
T2 Accredited Fund, LP
|
By:
|
T2 Partners Management, LLC
General Partner
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Managing Member
|
T2 Qualified Fund, LP
|
By:
|
T2 Partners Management, LLC
General Partner
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Managing Member
|
CUSIP NO. 46269C102
|
13G
|
Page 13 of 13 Pages
|
Tilson Offshore Fund, Ltd
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Director
|
Deerhaven Fund, LP (formerly T2 SPAC Fund, LP)
|
By:
|
/s/ Glenn H. Tongue
|
||
Name:
|
Glenn H. Tongue
|
||
Title:
|
Director
|
Tilson Focus Fund
|
By:
|
/s/ Whitney R. Tilson
|
||
Name:
|
Whitney R. Tilson
|
||
Title:
|
Trustee
|