L&F Acquisition Corp. (“LNFA”) (NYSE American: LNFA), a
special purpose acquisition company, and ZeroFox, Inc. (“ZeroFox”),
an enterprise software-as-a-service leader in external
cybersecurity, announced today that the U.S. Securities and
Exchange Commission (the “SEC”) has declared effective the
Registration Statement on Form S-4, as amended (the “Registration
Statement”), LNFA had filed in connection with the previously
announced proposed business combination (the “Business
Combination”) with ZeroFox and ID Experts Holdings, Inc
(“IDX”).
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An extraordinary general meeting of shareholders (the
“Extraordinary General Meeting”) to approve the Business
Combination is scheduled to be held on Tuesday, August 2, 2022 at
10:00 a.m. Eastern Time. The Extraordinary General Meeting will be
held in person at the offices Kirkland & Ellis LLP located at
601 Lexington Avenue, 50th Floor, New York, New York 10022 and
virtually via live webcast. Holders of LNFA’s Class A ordinary
shares and Class B ordinary shares at the close of business on the
record date of May 27, 2022 are entitled to notice of the
Extraordinary General Meeting and to vote at the Extraordinary
General Meeting. LNFA filed its definitive proxy
statement/prospectus relating to the Business Combination with the
SEC and began mailing it to shareholders on Thursday, July 14,
2022. More details about the Business Combination and the
resolutions to be voted upon at the Extraordinary General Meeting
can be found in the Proxy Statement/Prospectus filed by LNFA,
available at: http://www.sec.gov.
Assuming satisfaction of the conditions to the closing of the
Business Combination, including approval of the Business
Combination by the Company’s shareholders, the post-Business
Combination company intends to transfer the listing of its
securities to The Nasdaq Stock Market LLC (“Nasdaq”). In connection
with such transfer, LNFA intends to voluntarily delist all of its
securities from NYSE American LLC (“NYSE American”), including each
of LNFA’s units, Class A ordinary shares and public warrants
currently listed on NYSE American under the symbols “LNFA.U,”
“LNFA” and “LNFA WS,” respectively. Trading on Nasdaq is expected
to begin following the consummation of the Business Combination.
Until the Business Combination is complete, LNFA’s Class A ordinary
shares, warrants and units will continue to trade on NYSE American.
The Nasdaq listing and NYSE American delisting are subject to the
closing of the Business Combination and fulfillment of all Nasdaq
listing requirements.
ZeroFox Chairman and CEO, James C. Foster, said: “We are pleased
to have achieved this critical milestone on our path to becoming a
public company and providing our customers with the leading
available external cybersecurity services on the market. We believe
that as a public company, we will have the opportunity to
accelerate our growth plans and continuously increase our pace of
innovation to stay one step ahead of cyber thieves around the
world.”
Every vote is important and LNFA encourages all shareholders to
make their voices heard by voting online or by mail as soon as
possible, regardless of the number of shares held. LNFA
shareholders who need assistance in completing the proxy card, need
additional copies of the Proxy Statement/Prospectus, or have
questions regarding the Extraordinary General Meeting may contact
LNFA’s proxy solicitor, Morrow Sodali LLC, by calling (800)
662-5200 (toll free), or banks and brokers can call (203)
658-9400), or by email at LNFA.info@investor.morrowsodali.com.
About L&F Acquisition Corp.
L&F Acquisition Corp. is a blank check company formed for
the purpose of entering into a combination with one or more
businesses, with the intent to concentrate on identifying
technology and services businesses in the Governance, Risk,
Compliance and Legal (“GRCL”) sector. L&F Acquisition Corp. is
sponsored by JAR Sponsor, LLC, a newly organized special purpose
vehicle under the common control of entities affiliated with
Chairman Jeffrey C. Hammes, CEO Adam Gerchen, and Victory Park
Capital. Visit www.lfacquisitioncorp.com for more information.
About ZeroFox
ZeroFox, a leader in external cybersecurity, provides
enterprises external threat intelligence and protection to disrupt
threats to brands, people, assets and data across the public attack
surface in one platform. With global coverage across the surface,
deep and dark web and an artificial intelligence-based analysis
engine, the ZeroFox Platform identifies and remediates targeted
phishing attacks, credential compromise, data exfiltration, brand
hijacking, executive and location threats and more. The patented
ZeroFox Platform technology processes and protects millions of
posts, messages and accounts daily across the social and digital
landscape, spanning LinkedIn, Facebook, Slack, Instagram, Pastebin,
YouTube, mobile app stores, domains, cloud-based email and more.
ZeroFox and the ZeroFox logo are trademarks or registered
trademarks of ZeroFox, Inc. and/or its affiliates in the U.S. and
other countries. Third-party trademarks mentioned are the property
of their respective owners. Visit www.zerofox.com for more
information.
About IDX
IDX is a proven partner in digital privacy protection. Thousands
of organizations and over 40 million individuals trust IDX to
protect sensitive personal information from the growing threat of
cybercrime. As a leading provider of data breach response services,
IDX serves both public and private sector clients as an
unparalleled strategic partner in data protection. Visit www.idx.us
for more information.
Forward-Looking Statements
Certain statements in this press release 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 and other transactions that
will result in ZeroFox becoming a publicly traded company as
ZeroFox Holdings, Inc.; 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 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’s 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 SEC.
You should carefully consider the foregoing factors and the
other risks and uncertainties described in the “Risk Factors”
section of the Registration Statement, and other documents filed by
LNFA from time to time with 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 about the Business Combination and
Where to Find It
LNFA has filed with the SEC the Registration Statement, which
includes a proxy statement/prospectus of LNFA, which will be both
the proxy statement to be distributed to holders of LNFA's ordinary
shares in connection with the solicitation of proxies for the vote
by LNFA's shareholders with respect to the proposed Business
Combination and related matters as may be described in the
Registration Statement, as well as the prospectus relating to the
offer and sale of certain securities to be issued in the Business
Combination. The Registration Statement has been declared effective
by the SEC and LNFA is mailing a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. LNFA’s shareholders and other interested persons are
advised to read the 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 contains important information about LNFA,
ZeroFox and IDX and the proposed Business Combination.
The definitive proxy statement/prospectus is being mailed to the
shareholders of LNFA as of May 27, 2022, the record date previously
established for voting on the proposed Business Combination and
related matters. Shareholders may obtain copies of the proxy
statement/prospectus, 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.
No Offer or Solicitation
This press release is for informational purposes only, and is
not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in Solicitation
This press release is not a solicitation of a proxy from any
investor or securityholder. However, LNFA, ZeroFox, IDX, JAR
Sponsor, LLC and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from LNFA’s shareholders in connection with
the Business Combination under the rules of the SEC. Information
regarding LNFA directors and executive officers and such other
persons may be found in the Registration Statement, including
amendments thereto, and other reports which are filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20220714005658/en/
L&F Acquisition Corp. Media Inquiries Jordan
Niezelski, Edelman Jordan.Niezelski@edelman.com
Investor Relations info@lfacquisitioncorp.com
ZeroFox
Media Inquiries Malory Van Guilder zerofox@skyya.com
Investor Relations Marc P. Griffin, ICR
Marc.Griffin@icrinc.com
IDX Media Inquiries Alisha Sheth, Pinkston Group
alisha.sheth@pinkston.co
Investor Relations Marc P. Griffin, ICR
Marc.Griffin@icrinc.com
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