ZEROFOX HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
The information set forth in the "Introductory Note" under the heading "Common Equity PIPE Financing and Convertible Notes Financing" describing the Convertible Notes Financing, the Notes, and the Indenture is hereby incorporated by reference into this Item 1.01.
Amended and Restated Registration Rights Agreement
In connection with the Closing and as contemplated by the Business Combination Agreement, New ZeroFox,JAR Sponsor, LLC , the sponsor of L&F (the "Sponsor"), certain prior directors of L&F,Jefferies LLC ("Jefferies"), and certain former stockholders ofZeroFox and IDX entered into an Amended and Restated Registration Rights Agreement (the "Amended and Restated Registration Rights Agreement") pursuant to which, among other things, New ZeroFox granted to the other parties customary registration rights with respect to shares of New ZeroFox Common Stock, and certain former stockholders ofZeroFox and IDX will be subject to a 180-day lock-up period following the Closing, during which period such stockholders may not transfer their shares (subject to customary exceptions). The lock-up period described above will not apply to any shares acquired in the Common Equity PIPE Financing or shares issuable upon conversion of the Convertible Notes. Information concerning the security ownership of each ofForgePoint Cyber Affiliates Fund I, L.P. ,ForgePoint Cybersecurity Fund I, L.P. ,Peloton Equity I, L.P. ,Peloton ID Experts, LLC ,James C. Foster ,New Enterprise Associates 14, L.P.,NEA Ventures 2014, L.P.,Highland Capital Partners 9 Limited Partnership,Highland Capital Partners 9-B Limited Partnership ,Highland Entrepreneurs' Fund 9 Limited Partnership,Redline Capital Fund Universal Investments andLookingglass Cyber Solutions, Inc. , parties to the Amended and Restated Registration Rights Agreement, is set forth under the heading "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Report, and is incorporated herein by reference into this Item 1.01. Mr.James C. Foster , Chairman and Chief Executive Officer of New ZeroFox, andThomas F. Kelly , a director of New ZeroFox, are parties to the Amended and . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.
FORM 10 INFORMATION
Prior to the Closing, the Company was a shell company (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with no operations, formed as a vehicle to effect a business combination
with one or more operating businesses. Item 2.01(f) of Form 8-K states that if
the registrant was a shell company, as the Company was immediately before the
Business Combination, then the registrant must disclose the information that
would be required if the registrant were filing a general form for registration
of securities on Form 10. Accordingly, New ZeroFox is providing the information
below that would be included in a Form 10 (if it were to file a Form 10). Please
note that the information provided below relates to the combined company after
the consummation of the Business Combination, unless otherwise specifically
indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Report, including statements incorporated by reference, may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future, including statements related to plans, strategies, and objectives of management, the Company's business prospects, the Company's systems and technology, future profitability, and the Company's competitive position, are forward-looking statements. The words "will," "may," "believes," "anticipates," "thinks," "expects," "estimates," "plans," "intends," and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. The inclusion of any statement in this Report does not constitute an admission by the Company or any . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the "Introductory Note" under the heading "Common Equity PIPE Financing and Convertible Notes Financing" describing the Convertible Notes Financing, the Notes, and the Indenture is hereby incorporated by reference into this Item 2.03.
The information set forth under Item 1.01 under the heading "Stifel Loan Agreement" is hereby incorporated by reference into this Item 2.03.
13
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Item 3.02 Unregistered Sale of
The information set forth in the "Introductory Note" under the heading "Common Equity PIPE Financing and Convertible Notes Financing" is incorporated herein by reference. In connection with the Closing, the Company issued an aggregate of 87,045,565 shares of New ZeroFox Common Stock to former stockholders ofZeroFox and IDX who had approved the Business Combination prior to the filing of the registration statement on Form S-4 of which the Proxy Statement/Prospectus formed a part. Such shares were issued in exchange for securities ofZeroFox and IDX in accordance with the exchange ratios provided in the Business Combination Agreement in accordance with the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modifications to Rights of Security Holders.
OnAugust 3, 2022 , in connection with the Domestication, the Company filed the Certificate of Incorporation with the Secretary of State of theState of Delaware . OnAugust 3, 2022 , effective upon the Closing, the Company's board of directors adopted Amended and Restated Bylaws (the "Bylaws"), which became effective on that date. The material terms of the Certificate of Incorporation and the Bylaws and the general effect upon the rights of holders of L&F's capital stock are discussed in the Proxy Statement/Prospectus in the sections titled "Description of Securities" beginning on page 375 , "Proposal No. 5(A)-(G ) - The Advisory Governing Documents Proposals" beginning on page 189 and "Comparison of Corporate Governance and Shareholder Rights" beginning on page 367 , which are incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
OnAugust 3, 2022 , the Audit Committee of the Company's Board of Directors approved the engagement ofDeloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year endingJanuary 31, 2023 , subject to execution of the engagement letter. Deloitte served as the independent registered public accounting firm of each ofZeroFox and IDX prior to the Business Combination. Accordingly,WithumSmith+Brown, PC ("Withum"), L&F's independent registered public accounting firm prior to the Business Combination, was informed on the Closing Date that it would be dismissed and replaced by Deloitte as the Company's independent registered public accounting firm. Withum's report on L&F's financial statements as ofDecember 31, 2021 and 2020 and for the year endedDecember 31, 2021 and for the period fromAugust 20, 2020 (inception) throughDecember 31, 2020 , and the related notes to the financial statements (collectively, the "financial statements"), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except for the substantial doubt about the Company's ability to continue as a going concern. During the period fromAugust 20, 2020 (inception) throughDecember 31, 2020 , the year endedDecember 31, 2021 , and the subsequent period throughAugust 3, 2022 , there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum's satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act, except for the control deficiency disclosed as a material weakness in L&F's Annual Report on Form 10-K for the year endedDecember 31, 2021 . The Company has provided Withum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Withum furnish the Company with a letter addressed to theSEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Withum is attached hereto as Exhibit 16.1. 14 -------------------------------------------------------------------------------- During the period fromAugust 20, 2020 (inception) throughDecember 31, 2021 , the year endedDecember 31, 2021 , and the subsequent period throughAugust 3 , . . .
Item 5.01 Change in Control of Registrant.
The disclosures set forth in the "Introductory Note" and in Item 2.01 of this Report are incorporated herein by reference.
As a result of the consummation of the Business Combination, a change of control of L&F has occurred, and the shareholders of L&F as of immediately prior to the Closing held 4.5% of the outstanding shares of New ZeroFox Common Stock immediately following the Closing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Upon the Closing, and in accordance with the terms of the Business Combination Agreement, each executive officer of L&F resigned from his position, and each ofJeffrey C. Hammes ,Adam Gerchen (who was elected a director of New ZeroFox),Richard Levy ,Joseph Lieberman ,Albert Goldstein , andKurt Summers resigned from the L&F board of directors. The information set forth in the sections titled "Directors and Executive Officers," "Executive and Director Compensation" and "Certain Relationships and Related Transactions, and Director Independence" in Item 2.01 of this Report is incorporated herein by reference.
At the extraordinary general meeting of the stockholders of the Company onAugust 2, 2022 (the "Special Meeting"), the stockholders of the Company considered and approved theZeroFox Holdings, Inc. 2022 Incentive Equity Plan (the "Incentive Equity Plan"). The Incentive Equity Plan was previously approved, subject to stockholder approval, by the Board of Directors of L&F, and on the Closing Date, the post-Domestication board of the Company approved the Incentive Equity Plan. The Incentive Equity Plan became effective immediately upon the Closing. A description of the Incentive Equity Plan is included in the Proxy Statement/Prospectus in the section titled "Proposal No. 7 - The Incentive Equity Plan Proposal" beginning on page 198 of the Proxy Statement/Prospectus, and such description is incorporated herein by reference. The foregoing description of the Incentive Equity Plan is qualified in its entirety by the full text of the Incentive Equity Plan, which is incorporated by reference as Exhibit 10.5 and incorporated herein by reference.
At the Special Meeting, the stockholders of the Company considered and approved theZeroFox Holdings, Inc. 2022 Employee Stock Purchase Plan (the "ESPP"). The ESPP was previously approved, subject to stockholder approval, by the Board of Directors of L&F, and on the Closing Date, the post-Domestication board of the Company approved the ESPP. The ESPP became effective immediately upon the Closing. 15 -------------------------------------------------------------------------------- A description of the ESPP is included in the Proxy Statement/Prospectus in the section titled "Proposal No. 8 - The Employee Stock Purchase Plan Proposal" beginning on page 205 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the ESPP is qualified in its entirety by the full text of the ESPP, which is incorporated by reference as Exhibit 10.6 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective upon the Closing, theBoard of New ZeroFox amended the Bylaws to provide an exception to the lock-up provision so that the lock-up restrictions in Section 6.7 of the Bylaws do not apply to 11,000 shares (or such lesser number representing the total shares held by any Non-Electing Seller (as such term is defined in the Bylaws)) received by the Non-Electing Sellers as consideration in the Business Combination.
Effective upon the Closing, the Company changed its fiscal year to end on
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
In connection with the Business Combination, on August 3, 2022 , the New ZeroFox
Board approved and adopted a new Code of Business Conduct and Ethics applicable
to all employees, officers, and directors of the Company, including its Chief
Executive Officer, Chief Financial Officer and other executive and senior
financial officers. A copy of the Code of Business Conduct and Ethics can be
found in the Investors section of the Company's website at
https://ir.zerofox.com.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The disclosures in the Proxy Statement/Prospectus in the sections titled "Proposal No. 2-The Business Combination Proposal-The Business Combination Agreement" and "-Related Agreements" beginning on page 129 and "Proposal No. 3 - The Domestication Proposal" beginning on page 184 are incorporated herein by reference. Further, the disclosures set forth in the "Introductory Note" and in Item 2.01 of this Report are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
OnAugust 4, 2022 , the Company issued a press release announcing the closing of the Business Combination. A copy of the press release is filed hereto as Exhibit 99.4 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.4, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of L&F as ofDecember 31, 2021 and 2020 and for the year endedDecember 31, 2021 and for the period fromAugust 20, 2020 (inception) throughDecember 31, 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page FS-3 and are incorporated herein by reference. The unaudited condensed consolidated financial statements of L&F as ofJune 30, 2022 and for the three and six months endedJune 30, 2022 and 2021 and the related notes are included in the L&F's Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022 beginning on page 1 and are incorporated herein by reference. The unaudited condensed financial statements ofZeroFox as ofJuly 31, 2022 andJanuary 31, 2022 , and for the six months endedJuly 31, 2022 and 2021 and the related notes will be included in an exhibit that will be filed in an amendment to this Report. 16
-------------------------------------------------------------------------------- The audited financial statements of IDX as ofDecember 31, 2021 and 2020, and for the years endedDecember 31, 2021 , 2020, and 2019 and the related notes are included in the Proxy Statement/Prospectus beginning on page FS- 68 and are incorporated herein by reference. The unaudited condensed financial statements of IDX as ofJune 30, 2022 and for the six months endedJune 30, 2022 and 2021 and the related notes are set forth herein as Exhibit 99.1 and are incorporated herein by reference. The audited financial statements ofZeroFox as ofJanuary 31, 2022 and 2021, and for the years endedJanuary 31, 2022 , 2021, and 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page FS- 119 and are incorporated herein by reference. The unaudited condensed consolidated financial statements ofZeroFox as ofApril 30, 2022 andJanuary 31, 2022 , and for the three months endedApril 30, 2022 and 2021 and the related notes are included in the Proxy Statement/Prospectus beginning on page FS- 99 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information as of and for the three months endedApril 30, 2022 and the year endedJanuary 31, 2022 is set forth on Exhibit 99.3 hereto and is incorporated herein by reference. The unaudited pro forma condensed combined financial information as of and for the six months endedJuly 31, 2022 , and the year endedJanuary 31, 2022 , will be included in an exhibit that will be filed in an amendment to this Report. (d) Exhibits. Incorporated by Reference Exhibit Exhibit or Number Description of Exhibit Form Annex Filing Date File Number
2.1† Business Combination Agreement, dated 424B3 A
07/14/2022 333-262570
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.
3.1* Certificate of Incorporation of the
Company
3.2* Amended and Restated Bylaws of the
Company
4.1 Specimen Warrant Certificate of L&F S-1/A 4.3
4.2 Warrant Agreement, dated
11/23/2020 001-39722 2020, by and betweenL&F Acquisition Corp. andContinental Stock Transfer & Trust Company , as warrant agent 4.3* Indenture dated as ofAugust 3, 2022 , by and between the Company andWilmington Trust, National Association , as trustee 4.4* Form of 7.00%/8.75% Convertible Senior Cash/PIK Toggle Notes due 2025 (included in Exhibit 4.3) 17
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4.5 Specimen Common Stock Certificate of S-4/A 4.6
10.1 Form of Common Equity Subscription 424B3 D
Agreement
10.2 Form of Convertible Notes Subscription 424B3 E
Agreement
10.3 Second Amended and Restated Sponsor Support 424B3 F
Letter Agreement, dated as of January 31,
2022 , by and among L&F Acquisition Corp. , JAR
Sponsor, LLC , ZeroFox, Inc. , ID Experts
Holdings, Inc. , Albert Goldstein , Joseph
Lieberman , Kurt Summers , and certain other
individuals named therein
10.4*† Amended and Restated Registration Rights
Agreement, dated as of August 3, 2022 , by and
among ZeroFox Holdings, Inc. and the
Stockholders Party Thereto
10.5
Equity Plan
10.6
Purchase Plan
10.7 Form of
Agreement
10.8* Form of ZeroFox Holdings, Inc.
Indemnification Agreement
10.9 Lease Agreement, dated
by and between
10.10 Amendment No. 1 to Lease Agreement, dated S-4/A 10.14
and 1830
10.11 Offer of Employment Letter, dated S-4/A 10.15
Inc. and
10.12 Offer of Employment Letter, dated S-4/A 10.16
Inc. and
10.13 The
Plan, as amended
10.14 Form of Option Grant Agreement under the S-4/A 10.18
ZeroFox, Inc. 2013 Equity Incentive Plan 18
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10.15 Form of Restricted Stock Grant Agreement S-4/A 10.19
under the
Plan
10.16 Letter Agreement, dated
between
10.17 Letter Agreement, dated
and between
10.18 Letter Agreement, dated
and between ZeroFox, Inc. and Redline Capital
Management S.A. acting on behalf and for the
account of Redline Capital Fund Universal
Instruments, a sub-fund of Redline Capital Fund ,
FCP-FIS
10.19 Deed of Sub-Sublease S-4 10.24
10.20§ Contract (Order No. 24361819F0014) between
10.21 Employment Agreement between Identity Theft S-4 10.26
10.22 Amendment No. 1 to Employment Agreement between S-4 10.27
10.23 Amendment No. 2 to Employment Agreement between S-4 10.28
10.24 Amendment No. 3 to Employment Agreement between S-4 10.29
10.25 Amendment No. 4 to Employment Agreement between S-4 10.30
Identity Theft Guard Solutions, Inc. andThomas F. Kelly , datedDecember 17, 2021 10.26 Amendment P00010 datedMarch 29, 2022 , to Contract (Order No. 24361819F0014) betweenU.S. Office of Personnel Management andIdentity Theft Guard Solutions, LLC datedDecember 21, 2018 (filed as Exhibit 10.20) 10.27* Registration Rights Agreement, dated as ofAugust 3, 2022 , by and amongZeroFox Holdings, Inc. and the Holders of the Notes Party Thereto 19
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10.28*† Loan and Security Agreement dated as of
Bank,
subsidiaries party thereto.
10.29*† First Amendment and Joinder to Loan and Security
Agreement dated as of
10.30* Second Amendment and Waiver to Loan and Security
Agreement dated as of
10.31* Third Amendment to Loan and Security Agreement
dated as of
10.32* Fourth Amendment to Loan and Security Agreement
dated as of
10.33* Fifth Amendment to Loan and Security Agreement
dated as of
16.1* Letter from
dated
21.1* List of subsidiaries of the Company
99.1* Unaudited Consolidated Financial Statements of
IDX as of
Ended
99.2* Management's Discussion and Analysis of
Financial Condition and Results of Operations of
IDX for the Six Months ended
2021
99.3* Unaudited Pro Forma Condensed Consolidated
Combined Financial Information as of and for the
three months ended
ended
99.4* Press Release dated
104* Cover Page Interactive Data File
* Filed herewith.
† Certain of the exhibits or schedules to this Exhibit have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to
furnish a copy of all omitted exhibits and schedules to the
request.
§ Portions of this exhibit have been redacted in compliance with Regulation S-K
Item 601(a)(6).
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