Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On December 17, 2021, L&F Acquisition Corp., a Cayman Islands exempted company
("LNFA"), entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the "Business Combination
Agreement"), by and among LNFA, L&F Acquisition Holdings, LLC, a Delaware
limited liability company ("L&F Holdings"), ZF Merger Sub, Inc., a Delaware
corporation ("ZF Merger Sub"), IDX Merger Sub, Inc., a Delaware corporation
("IDX Merger Sub"), IDX Forward Merger Sub, LLC, a Delaware limited liability
company ("IDX Forward Merger Sub"), ZeroFox, Inc., a Delaware corporation
("ZeroFox"), and ID Experts Holdings, Inc., a Delaware corporation ("IDX"). The
Business Combination Agreement and the transactions contemplated thereby were
approved by the boards of directors of each of LNFA, ZeroFox and IDX and have
been approved by the requisite stockholders of ZeroFox and IDX.
The Domestication
The Business Combination Agreement provides that prior to the closing (the
"Closing") of the Mergers (as defined below), subject to the requisite approval
of LNFA's shareholders, LNFA will transfer by way of continuation from the
Cayman Islands and domestication in the State of Delaware (the "Domestication")
as a Delaware corporation in accordance with Section 388 of the Delaware General
Corporate Law, as amended, and Part XII of the Cayman Islands Companies Act (As
Revised), as amended and restated from time to time. Upon the effective time of
the Domestication, LNFA will be renamed "ZeroFox Holdings, Inc."
In connection with the Domestication, (i) each of the then-issued and
outstanding Class A ordinary shares, par value $0.0001 per share, of LNFA (the
"Pre-Domestication LNFA Ordinary Shares"), will convert automatically, on a
one-for-one basis, into a share of common stock, par value $0.0001, of LNFA
(after its Domestication) (the "LNFA Common Stock"), (ii) each of the
then-issued and outstanding Class B ordinary shares, par value $0.0001 per
share, of LNFA (the "Pre-Domestication LNFA Class B Shares"), will convert
automatically, on a one-for-one basis, into a share of LNFA Common Stock, and
(iii) each then-issued and outstanding warrant to acquire Pre-Domestication LNFA
Ordinary Shares (the "Pre-Domestication LNFA Warrants") will convert
automatically into a whole warrant for one share of LNFA Common Stock.
The Business Combination
The Business Combination Agreement provides for, among other things, the
following transactions on the date of Closing: (i) ZF Merger Sub will merge with
and into ZeroFox (the "ZF Merger"), with ZeroFox being the surviving company in
the ZF Merger and, after giving effect to such merger, continuing as a
wholly-owned subsidiary of L&F Holdings, (ii) IDX Merger Sub will merge with and
into IDX (the "IDX Merger"), with IDX being the surviving company in the IDX
Merger ("Transitional IDX Entity") and, after giving effect to such merger,
continuing as a wholly-owned subsidiary of L&F Holdings, and (iii) Transitional
IDX Entity will merge with and into IDX Forward Merger Sub (the "IDX Forward
Merger", and collectively with the ZF Merger and IDX Merger, the "Mergers"),
with IDX Forward Merger Sub being the surviving company in the IDX Forward
Merger and, after giving effect to such merger, continuing as a wholly-owned
subsidiary of L&F Holdings.
The Mergers and the other transactions contemplated by the Business Combination
Agreement are hereinafter referred to as the "Business Combination". The
Business Combination is expected to close in the first half of 2022, following
the receipt of the required approval by LNFA's shareholders and the fulfillment
of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, at the effective times of the Mergers, among other
things, (i) each outstanding share of common stock (including shares of common
stock issued upon the mandatory conversion of shares of preferred stock) of
ZeroFox, other than ZF Dissenting Shares (as defined in the Business Combination
Agreement) and ZF Cancelled Shares (as defined in the Business Combination
Agreement), will be automatically cancelled and converted into a right to
receive a fraction of a share of LNFA Common Stock determined in accordance with
the Business Combination Agreement on the basis of a pre-money enterprise value
of ZeroFox of $866,250,000 and a price of $10.00 per share of LNFA Common Stock
and (ii) each outstanding share of common stock and preferred stock of IDX,
other than IDX Dissenting Shares (as defined in the Business Combination
Agreement) and IDX Cancelled Shares (as defined in the Business Combination
Agreement), will be automatically cancelled and converted into a right to
receive (x) for common stock and series a-1 and series a-2 preferred stock, a
fraction of a share of LNFA Common Stock, (y) for common stock and series a-1
and series a-2 preferred stock, a portion of $50,000,000 in cash consideration
(subject to certain adjustments for cash, working capital, debt and transaction
expenses, and net of liquidation preferences, as provided in the Business
Combination Agreement), and (z) for series a-1, series a-2 and series b
preferred stock, a liquidation preference amount of $0.361, in each case, in
accordance with the Business Combination Agreement and on the basis of a
pre-money enterprise value of IDX of $338,750,000 and a price of $10.00 per
share of LNFA Common Stock.
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Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The shares of LNFA Common Stock to be
offered and sold in connection with the Common Equity PIPE Financing and the
Notes to be offered and sold in connection with the Convertible Notes Financing
have not been registered under the Securities Act in reliance upon the exemption
provided in Section 4(a)(2) thereof.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective December 20, 2021, LNFA appointed Kurt Summers as a new director of
LNFA. Mr. Summers has been appointed to serve on the audit committee of LNFA,
with such appointment effective upon him becoming a director of LNFA.
Mr. Summers has twenty years of experience in both private and public sector
finance. Mr. Summers has been a Senior Advisor at Blackstone, Ullico and
Bridgewater since November 2019, January 2020 and November 2020, respectively,
where he provides insight and strategic direction around various investment
opportunities and existing holdings. He has been a member of the Board of
Directors of VPC Impact Acquisitions Holdings III, Inc. (NYSE: VPCC) since March
2021. From September 2020 to October 2021, Mr. Summers served as a member of the
Board of Directors of VPC Impact Acquisition Holdings prior to its business
combination with Bakkt Holdings, Inc. From 2014 to 2019, Mr. Summers served as
Treasurer of the City of Chicago, where he managed the city's more than $8
billion investment portfolio and served as a trustee or fiduciary of five local
pension boards with nearly $25 billion under management. As Treasurer of
Chicago, Mr. Summers and his team more than tripled the returns on the city's
portfolio, which now generates more than $100 million of incremental revenue to
Chicago's taxpayers, bondholders and other stakeholders each year. From 2012 to
2014, Mr. Summers served as Senior Vice President at Grosvenor Capital
Management where he helped lead the firm's strategy and business development
efforts and served as a member of the Office of the Chairman. From 2010 to 2012,
Mr. Summers served as Chief of Staff to the Cook County Board President where he
was the architect of a turnaround of the second largest county in the country.
From 2009 to 2010, Mr. Summers served as Managing Director at Ryan Specialty
Group, an international specialty insurance organization. Mr. Summers began his
career at McKinsey & Company, a preeminent global strategy-consulting firm, and
also worked as an investment banker at Goldman Sachs. Mr. Summers received a
BSBA in Finance and International Business with high honors from Washington
University and an MBA from Harvard Business School.
The board of directors of LNFA has affirmatively determined that Mr. Summers
meets the applicable standards for an independent director under both the rules
of the New York Stock Exchange and Rule 10A-3 under the Exchange Act.
Mr. Summers will not be compensated by LNFA for his services as a director.
In connection with his appointment, Mr. Summers is expected to enter into LNFA's
standard form of indemnity agreement for directors and officers and a letter
agreement to be bound by the same provisions of the Sponsor Support Letter
Agreement applicable to directors who are Sponsor Holders.
Item 7.01 Regulation FD Disclosure.
On December 20, 2021, LNFA, ZeroFox and IDX issued a joint press release
announcing their entry into the Business Combination Agreement. The press
release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by
reference is the investor presentation that LNFA, ZeroFox and IDX have prepared
for use in connection with the announcement of the Business Combination.
Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by
reference is a transcript of a pre-recorded call that LNFA, ZeroFox and IDX have
released in connection with the announcement of the Business Combination on
December 20, 2021.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) are being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section
18 of the Exchange Act, or otherwise be subject to the liabilities of that
section, nor will they be deemed to be incorporated by reference in any filing
under the Securities Act or the Exchange Act.
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No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is
neither an offer to sell or purchase, nor a solicitation of an offer to sell,
buy or subscribe for any securities, nor is it a solicitation of any vote in any
jurisdiction pursuant to the Business Combination or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K are "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this
report, words such as "may", "should", "expect", "intend", "will", "estimate",
"anticipate", "believe", "predict", "potential" or "continue", or variations of
these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements.
These forward-looking statements and factors that may cause actual results to
differ materially from current expectations include, but are not limited to: the
inability of the parties to complete the transactions contemplated by the
definitive agreement relating to the Business Combination; the outcome of any
legal proceedings that may be instituted against LNFA, the combined company or
others following the announcement of the Business Combination and any definitive
agreements with respect thereto; the inability to complete the Business
Combination due to the failure to obtain approval of the shareholders of LNFA,
to obtain financing to complete the Business Combination or to satisfy other
conditions to closing; changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the
Business Combination; the ability to meet stock exchange listing standards
following the consummation of the Business Combination; the risk that the
Business Combination disrupts current plans and operations of LNFA, ZeroFox, IDX
or the combined company as a result of the announcement and consummation of the
Business Combination; the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; costs related to the Business Combination; changes in
applicable laws or regulations; the possibility that LNFA, ZeroFox, IDX or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; LNFA's, ZeroFox's or IDX's estimates of expenses and
profitability; expectations with respect to future operating and financial
performance and growth, including the timing of the completion of the proposed
Business Combination; ZeroFox and IDX's ability to execute on their business
plans and strategy; the ability to meet the listing standards of the listing
exchange on which the combined company will be listed following the consummation
of the transactions completed by the Business Combination; and other risks and
uncertainties described from time to time in filings with the U.S. Securities
and Exchange Commission (the "SEC").
Readers are cautioned not to place undue reliance upon any forward-looking
statements, which only speak as of the date made. LNFA, ZeroFox and IDX
expressly disclaim any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the expectations of LNFA, ZeroFox or IDX with respect
thereto or any change in events, conditions or circumstances on which any
statement is based.
Additional Information
LNFA intends to file with the SEC a Registration Statement on Form S-4 (as
amended, the "Registration Statement"), which will include a preliminary proxy
statement/prospectus of LNFA, in connection with the Business Combination and
related matters. After the Registration Statement is declared effective, LNFA
will mail a definitive proxy statement/prospectus and other relevant documents
to its shareholders. LNFA's shareholders and other interested persons are
advised to read, when available, the preliminary proxy statement/prospectus, and
amendments thereto, and definitive proxy statement/prospectus in connection with
LNFA's solicitation of proxies for its shareholders' meeting to be held to
approve the Business Combination and related matters because the proxy
statement/prospectus will contain important information about LNFA, ZeroFox and
IDX and the proposed Business Combination.
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The definitive proxy statement/prospectus will be mailed to shareholders of LNFA
as of a record date to be established for voting on the proposed Business
Combination and related matters. Shareholders may obtain copies of the proxy
statement/prospectus, when available, without charge, at the SEC's website at
www.sec.gov or by directing a request to: L&F Acquisition Corp., 150 North
Riverside Plaza, Suite 5200, Chicago, Illinois 60606.
Participants in the Solicitation
LNFA, ZeroFox, IDX, JAR Sponsor, LLC and their respective directors, officers
and other members of their management and employees may be deemed to be
participants in the solicitation of proxies from LNFA's shareholders with
respect to the proposed Business Combination and related matters. Investors and
security holders may obtain more detailed information regarding the names,
affiliations and interests of the directors and officers of LNFA, ZeroFox and
IDX in the proxy statement/prospectus relating to the proposed Business
Combination when it is filed with the SEC. These documents may be obtained free
of charge from the sources indicated above.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
2.1 Business Combination Agreement, dated as of December 17, 2021, by and
among L&F Acquisition Corp., L&F Acquisition Holdings, LLC, ZF Merger
Sub, Inc., IDX Merger Sub, Inc., IDX Forward Merger Sub, LLC, ZeroFox,
Inc., and ID Experts Holdings, Inc.
10.1 Amended and Restated Sponsor Support Letter Agreement, dated as of
December 17, 2021, by and among L&F Acquisition Corp., JAR Sponsor, LLC,
ZeroFox, Inc., ID Experts Holdings, Inc., Albert Goldstein, Joseph
Lieberman and certain other individuals named therein.
10.2 Form of Common Equity Subscription Agreement.
10.3 Form of Convertible Note Subscription Agreement.
99.1 Joint Press Release of L&F Acquisition Corp., ZeroFox, Inc. and ID
Experts Holdings, Inc., dated December 20, 2021.
99.2 Joint Investor Presentation of L&F Acquisition Corp., ZeroFox, Inc.
and ID Experts Holdings, Inc.
99.3 Call Transcript.
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