UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 2, 2022

 

L&F ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (312) 705-2786

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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As previously announced, on December 17, 2021, L&F Acquisition Corp. (“LNFA”) entered into a definitive business combination agreement (as 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 and direct, wholly-owned subsidiary of L&F, ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings, IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings, IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings, ZeroFox, Inc., a Delaware corporation (“ZeroFox”), and ID Experts Holdings, Inc., a Delaware corporation (“IDX”). Pursuant to the Business Combination Agreement, the parties have agreed to consummate certain transactions (collectively, the “Business Combination”), subject to the terms and conditions of the Business Combination Agreement.

 

On February 7, 2022, in connection with the Business Combination, LNFA first filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (No. 333-262570) (as amended, the “Registration Statement”) containing a proxy statement/prospectus of LNFA (such proxy statement/prospectus in definitive form, the “Proxy Statement”), which Registration Statement was declared effective by the SEC on July 14, 2022, and LNFA commenced mailing the Proxy Statement on July 14, 2022.

 

The shareholders approved the Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal (the “Business Combination Proposals”).

 

The voting results for each of the Business Combination Proposals were as follows:

 

Proposal No. 1: The Articles Amendment Proposal (Class A Shares and Class B Shares, voting together as a single class)

For		Against		Abstain		Broker Non-Vote
6,982,332		74,127		10		0

Proposal No. 2: The Business Combination Proposal (Class A Shares and Class B Shares, voting together as a single class)

For		Against		Abstain		Broker Non-Vote
6,982,332		74,127		10		0

Proposal No. 3: The Domestication Proposal (Class A Shares and Class B Shares, voting together as a single class)

For		Against		Abstain		Broker Non-Vote
6,982,332		74,127		10		0

Proposal No. 4: The Governing Documents Proposal (Class A Shares and Class B Shares, voting together as a single class)

For		Against		Abstain		Broker Non-Vote
6,982,342		74,127		0		0

Proposal No. 5: The Advisory Governing Documents Proposals (Class A Shares and Class B Shares, voting together as a single class):

 

Advisory Governing Documents Proposal 5A

For		Against		Abstain		Broker Non-Vote
6,982,591		73,878		0		0

 

Advisory Governing Documents Proposal 5B

Advisory Governing Documents Proposal 5C

Advisory Governing Documents Proposal 5D

 

Advisory Governing Documents Proposal 5E

 

Advisory Governing Documents Proposal 5F

 

Advisory Governing Documents Proposal 5G

 

Proposal No. 6: The Listing Proposal (Class A Shares and Class B Shares, voting together as a single class)

 

Proposal No. 7: The Incentive Equity Plan Proposal (Class A Shares and Class B Shares, voting together as a single class)

Proposal No. 8: The Employee Stock Purchase Plan Proposal (Class A Shares and Class B Shares, voting together as a single class)

Proposal No. 9: The Director Election Proposal (Class B Shares)

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

 

Based on the results of the General Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated by the Business Combination Agreement are expected to be consummated on Wednesday, August 3, 2022. Following the consummation of the Transactions, the common stock of New ZeroFox (as such term is defined in the Proxy Statement) is expected to begin trading on the The Nasdaq Stock Market LLC under the new ticker symbol “ZFOX” and the warrants of New ZeroFox are expected to trade on The Nasdaq Stock Market LLC under the new ticker symbol “ZFOXW.”

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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