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United States securities and exchange commission logo
May 4, 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. 1 to
Registration Statement on Form S-4
Filed April 8, 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 March
8, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed April 8,
2022
Summary of the Proxy Statement/Prospectus
Equity Ownership Upon Closing, page 5
1. We note your response
to comment 1. As previously requested, please revise the diagram
beginning on page 5 to
identify the range of economic and voting interests to be held by
each category of
investors in the registrant with an eye towards highlighting the economic
and voting rights L&F
public stockholders will have post-combination.
Certain Other Interests in the Business Combination, page 23
2. We note your amended
disclosure in response to comment 4, indicating that Jefferies . . .
has an interest in L&F
completing a business combination that will result in . . . the
Adam Gerchen
FirstName LastNameAdam Gerchen
L&F Acquisition Corp.
Comapany
May 4, 2022NameL&F Acquisition Corp.
May 4,
Page 2 2022 Page 2
FirstName LastName
payment of financial advisory and placement agent fees." Please
quantify the aggregate
financial advisory and placement agent fees payable to Jefferies, as
it appears that such
fees are contingent on the completion of the business combination.
Proposal No. 2 - The Business Combination Proposal
Background of the Business Combination, page 153
3. We note your response to comment 13 and your revised disclosure.
Please also address
the following points:
Please provide additional detail about how the "financial
projections provided by
ZeroFox management" and "prior discussions regarding the cash
proceeds required
for the acquisition of IDX" factored into the proposed $1.1
billion valuation under the
initial LOI, including how the financial projections were used in
determining the
valuation.
You disclose that L&F and Jefferies discussed "the growth
profiles of both ZeroFox
and IDX, and operating margins of comparable publicly traded
companies at initial
public offering as compared to after such companies completed
de-SPAC
transactions . . . in addition to current trading prices and
valuation multiples of said
comparable publicly traded companies" in considering the
valuation framework
applied to New ZeroFox. Please provide an explanation of how the
growth profiles
of both ZeroFox and IDX relate to the valuation figure, as it is
unclear what was
discussed about these growth profiles and how they impacted the
valuation. Please
also provide additional detail on the comparable publicly traded
companies discussed
and how these companies supported the valuation. Your disclosure
should
include the identity of such companies, the operating margins
reviewed, as well as the
underlying data regarding the trading prices and valuation
multiples of said
companies that were discussed.
Please elaborate on the discussions that occurred among L&F
management and the
L&F Board, which led them to determine that "the revised
valuation of New ZeroFox
remained attractive to L&F shareholders based on relative
valuations of comparable
publicly traded companies as a multiple of go-forward revenue,
and the growth and
margin profiles of New ZeroFox projected in the financial model
presented by
ZeroFox management on July 5, 2021." In revising your disclosure,
please provide
additional detail about how the valuations of comparable publicly
traded companies
and the margin profiles of New ZeroFox projected in the financial
model presented
by ZeroFox management on July 5, 2021 factored into the
valuation.
Certain Material United States Federal Income Tax Considerations, page 207
4. We note your response to comment 19. Item 4(a)(6) of Form S-4 requires
disclosure of
the federal income tax consequences of the transaction as a whole.
Please revise to
Adam Gerchen
FirstName LastNameAdam Gerchen
L&F Acquisition Corp.
Comapany
May 4, 2022NameL&F Acquisition Corp.
May 4,
Page 3 2022 Page 3
FirstName LastName
include a description of the federal income tax consequences of the
mergers. In this
regard, we note these transactions are integral components of the
business combination
proposal that L&F shareholders will be asked to consider and approve.
We further
understand from your response that such approval would not result in
tax consequences to
such shareholders. Since it thus appears that such transactions would
be tax-free to such
shareholders in the overall context of the business combination
proposal, please expand
counsel's opinion to cover the mergers.
Business of ZeroFox
Government Regulation & Legal Affairs, page 292
5. We note your amended disclosure in response to comment 23. Please
further revise your
disclosure to briefly discuss the specific effects of each of the
regulations discussed in this
section on your business, including the Electronic Communication
Privacy Act, Computer
Fraud and Abuse Act, Gramm-Leach-Bliley Act and HIPPA/HITECH Act, so
that
investors can understand how the regulations are applicable to you, as
well as the nature
and degree of impact of such regulations on your business.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
ZeroFox
Results of Operations, page 300
6. Please include a comparative analysis of your results between fiscal
2021 and 2020. Refer
to instruction 1 to paragraph (b) of Item 303 of Regulation S-K.
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 306
7. You disclose a fairly consistent pattern of net cash used for
operating activities in each of
the fiscal years presented. Please discuss the reason for the use of
operating cash and your
expectations of when and how you will generate positive operating cash
flows. Also,
discuss whether this 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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of IDX
Key Factors Affecting Performance
Key Business Metrics, page 311
8. It appears from the table on page 311 that there is a trend of reduced
per unit value for
your services (as evidenced by dividing the revenue for each service
by the number of
respective customers/members), which appears to be especially
significant regarding
breach revenue. Please discuss the reason for the reduction in per
unit values and the
impacts on your revenue trend for the reasonably foreseeable future.
Refer to Item 303 of
Regulation S-K for guidance regarding trend disclosures.
Adam Gerchen
L&F Acquisition Corp.
May 4, 2022
Page 4
Cash Flows
Operating Activities, page 315
9. Your disclosure appears to emphasize how cash provided by operating
activities was
derived for each period. Pursuant to Item 303 of Regulation S-K, your
discussion should
be an analysis of material changes in operating cash from period to
period. That is,
explain the reason for the decrease of over $4.2 million between fiscal
2021 and 2020. In
performing your analysis, note that references to results, noncash items
and working
capital items may not provide a sufficient basis to understand how
operating cash actually
was affected between periods. In this regard, your analysis should
discuss the reasons
underlying variance factors cited. Refer to the introductory paragraph of
section IV.B and
paragraph B.1 of Release No. 33-8350 for guidance, and section 501.04 of
the staff s
Codification of Financial Reporting Releases regarding quantification of
variance factors
cited. Please revise your disclosure as appropriate.
Beneficial Ownership of Securities, page 348
10. We note your response to comment 25. Please revise footnote (4) to the
beneficial
ownership table to include the information from your response regarding
how voting and
dispositive decisions are made for Lookingglass Cyber Solutions, Inc.
Please also identify
the members of Lookingglass Cyber Solutions, Inc.'s senior management
team who
exercise shared voting and dispositive powers with respect to the ZeroFox
shares held
by Lookingglass Cyber Solutions, Inc.
General
11. We note your amended disclosure in response to comment 28, and the
conflicts of
interests you discuss in the bullet points included on pages 23 and 171.
Please clarify how
the board considered those conflicts in negotiating and recommending the
business
combination.
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 Nicholas Lamparski at 202-551-4695 or Dietrich King at 202-551-8071
with any other
questions.
Sincerely,
FirstName LastNameAdam Gerchen
Division of
Corporation Finance
Comapany NameL&F Acquisition Corp.
Office of Trade &
Services
May 4, 2022 Page 4
cc: Tamar Donikyan
FirstName LastName