UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
L&F Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G53702109
(CUSIP Number)
November 18, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G53702109
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13G
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Page 2 of 9 pages
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1
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Name of Reporting Persons
Corbin Opportunity Fund, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
990,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
990,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
990,000
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount in Row 9
6.6%
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12
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Type of Reporting Person
PN
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CUSIP No. G53702109
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13G
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Page 3 of 9 pages
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1
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Name of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
495,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
495,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
495,000
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount in Row 9
3.3%
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12
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Type of Reporting Person
CO
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CUSIP No. G53702109
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13G
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Page 4 of 9 pages
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1
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Name of Reporting Persons
Corbin Capital Partners, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,485,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,485,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,485,000
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount in Row 9
9.9%
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12
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Type of Reporting Person
PN
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CUSIP No. G53702109
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13G
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Page 5 of 9 pages
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1
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Name of Reporting Persons
Corbin Capital Partners Group, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,485,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,485,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,485,000
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount in Row 9
9.9%
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12
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Type of Reporting Person
OO
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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L&F Acquisition Corp.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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150 North Riverside Plaza, Suite 5200
Chicago, Illinois 60606
Chicago, Illinois 60606
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Item 2(a)
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Name of Person Filing.
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Corbin Opportunity Fund, L.P.
Corbin ERISA Opportunity Fund, Ltd.
Corbin Capital Partners, L.P.
Corbin Capital Partners Group, LLC
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Item 2(b)
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Address of Principal Business Office.
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The address of each of the below entities is:
Corbin Opportunity Fund, L.P.
Corbin ERISA Opportunity Fund, Ltd.
Corbin Capital Partners, L.P.
Corbin Capital Partners Group, LLC
590 Madison Avenue, 31st Floor
New York, New York 10022
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Item 2(c)
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Citizenship.
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Corbin Opportunity Fund, L.P. - Delaware
Corbin ERISA Opportunity Fund, Ltd. – Cayman Islands
Corbin Capital Partners, L.P. - Delaware
Corbin Capital Partners Group, LLC - Delaware
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Item 2(d)
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Title of Class of Securities.
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Class A Ordinary Shares, par value $0.0001 per share. (“Class A Ordinary Shares”)
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Item 2(e)
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CUSIP Number.
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G53702109
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Item 3
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If this statement is filed pursuant to §§240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing is a:
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Not applicable
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Item 4
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Ownership.
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(a)
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Amount beneficially owned:
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Corbin Opportunity Fund, L.P. – 990,000
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Corbin ERISA Opportunity Fund, Ltd. – 495,000
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Corbin Capital Partners, L.P. – 1,485,000
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Corbin Capital Partners Group, LLC – 1,485,000
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(b)
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Percent of class:
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Corbin Opportunity Fund, L.P. – 6.6%
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Corbin ERISA Opportunity Fund, Ltd. – 3.3%
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Corbin Capital Partners, L.P. – 9.9%
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Corbin Capital Partners Group, LLC – 9.9%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Corbin Opportunity Fund, L.P. – 0
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Corbin ERISA Opportunity Fund, Ltd. – 0
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Corbin Capital Partners, L.P. – 0
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Corbin Capital Partners Group, LLC – 0
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(ii)
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Shared power to vote or to direct the vote
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Corbin Opportunity Fund, L.P. – 990,000
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Corbin ERISA Opportunity Fund, Ltd. – 495,000
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Corbin Capital Partners, L.P. – 1,485,000
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Corbin Capital Partners Group, LLC – 1,485,000
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(iii)
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Sole power to dispose or to direct the disposition of
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Corbin Opportunity Fund, L.P. – 0
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Corbin ERISA Opportunity Fund, Ltd. – 0
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Corbin Capital Partners, L.P. – 0
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Corbin Capital Partners Group, LLC – 0
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(iv)
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Shared power to dispose or to direct the disposition of
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Corbin Opportunity Fund, L.P. – 990,000
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Corbin ERISA Opportunity Fund, Ltd. – 495,000
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Corbin Capital Partners, L.P. – 1,485,000
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Corbin Capital Partners Group, LLC – 1,485,000
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Item 5
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9
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Notice of Dissolution of Group.
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Not applicable.
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Item 10
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Certification.
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Each Reporting Person hereby makes the following certification:
By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: November 30, 2020 | |||
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Corbin Opportunity Fund, L.P.
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By: Corbin Capital Partners, L.P., its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Erisa Opportunity Fund, Ltd.
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By: Corbin Capital Partners, L.P., its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Capital Partners, L.P.
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Capital Partners Group, LLC
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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Authorized Person
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JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G dated November 30, 2020 relating to the Class A Ordinary Shares, par value $0.0001 per share of L&F Acquisition Corp. shall be filed on behalf of the undersigned.
| Date: November 30, 2020 | |||
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Corbin Opportunity Fund, L.P.
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By: Corbin Capital Partners, L.P., its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Erisa Opportunity Fund, Ltd.
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By: Corbin Capital Partners, L.P., its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Capital Partners, L.P.
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Corbin Capital Partners Group, LLC
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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Authorized Person
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