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United States securities and exchange commission logo
June 28, 2022
Adam Gerchen
Chief Executive Officer
L&F Acquisition Corp.
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Re: L&F Acquisition
Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed June 16, 2022
File No. 333-262570
Dear Mr. Gerchen:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
8, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed June 16,
2022
Unaudited Pro Forma Condensed Combined Financial Information
Scenario 1, page 228
1. The pro forma number of
weighted average shares presented on the interim and annual
pro forma statements of
operations does not agree to the amount presented in the
referenced note 6(G).
Please advise or revise.
2. Please disclose the
basis for each effective tax rate presented in note 7(a) and how these
rates correlate with
the respective amounts of the adjustments and pro forma income tax
expense reported in
each pro forma statement of operations.
3. There is a note 7(b)
for the income taxes line on page 233 but it is not defined in note 7 on
Adam Gerchen
FirstName LastNameAdam Gerchen
L&F Acquisition Corp.
Comapany
June NameL&F Acquisition Corp.
28, 2022
June 28,
Page 2 2022 Page 2
FirstName LastName
page 245. Also, note 7 refers to (d) but this does not appear in any
of the statements for
scenario 1. Further, there is no detail regarding the basis for the
amount represented by
note 7(c). Please revise as appropriate, and include the basis/detail
for any amounts
presented.
Scenario 2, page 246
4. Regarding note 5(aa) that starts on page 257, the fourth solid bullet
under the note (which
is the third one on page 258) references amounts in notes 7(c) and
7(d), but these amounts
do not appear in those notes. Please advise or clarify your
disclosure.
5. Please disclose the basis for each effective tax rate presented in
note 7(a) on page 265 and
how these rates correlate with the respective amounts of the
adjustments and pro forma
income tax expense reported in each pro forma statement of operations.
Additionally,
provide detail regarding the basis for the amounts represented by
notes 7(b), (c) and (d).
6. The income tax benefit amount on the pro forma statement of operations
for the interim
period does not agree with the amount for this period in note 7(a).
Also, the deferred tax
liability amount on the pro forma balance sheet does not agree with
the amount in note
7(a). Please advise or revise.
7. The amounts in notes 7(e) and (f) do not appear to correlate to the
amounts in the noted
references therein. Please advise or revise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
ZeroFox
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 317
8. You disclose net cash used in operating activities in each period
presented. Please discuss
the operational reasons for the condition and explain how you intend
to meet your cash
requirements and maintain operations. In particular, discuss how you
expect to satisfy
your material cash requirements associated with repayment of debt and
obligations
associated with non-cancelable contracts for the purchase of goods and
third-party
services and operating leases through cash from operations as
disclosed on page 318
while you have negative operating cash. Also address whether cash used
in operating
activities is a known trend and provide related disclosures. Refer to
Item 303 of
Regulation S-K and Release Nos. 33-6835 and 33-8350 for guidance.
General
9. On page 27 you state that L&F, ZeroFox and IDX are not aware of any
material
regulatory approvals or actions that are required for completion of
the Business
Combination other than the expiration or early termination of the
waiting period under the
HSR Act. In that regard, with a view toward disclosure, please tell us
whether your
Adam Gerchen
L&F Acquisition Corp.
June 28, 2022
Page 3
sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. Please also tell
us whether anyone or any entity associated with or otherwise involved in
the transaction,
is, is controlled by, or has substantial ties with a non-U.S. person. If
so, also include risk
factor disclosure that addresses how this fact could impact your ability
to complete your
initial business combination. For instance, discuss the risk to investors
that you may not
be able to complete your initial business combination should the
transaction be subject to
review by a U.S. government entity, such as the Committee on Foreign
Investment in the
United States (CFIUS), or ultimately prohibited. Further, disclose that
the time necessary
for government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
of the investment
opportunity in a target company, any price appreciation in the combined
company, and the
warrants, which would expire worthless.
You may contact Blaise Rhodes at 202-551-3774 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Erin Jaskot at 202-551-3442 with any
other
questions.
Sincerely,
FirstName LastNameAdam Gerchen
Division of
Corporation Finance
Comapany NameL&F Acquisition Corp.
Office of Trade &
Services
June 28, 2022 Page 3
cc: Tamar Donikyan
FirstName LastName