As filed with the Securities and Exchange Commission on September 12, 2023

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

____________________________________________________

ZeroFox Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-1557361
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

____________________________________________________

1834 S. Charles Street

Baltimore, Maryland 21230

(Address of principal executive offices) (Zip Code)

____________________________________________________

ZeroFox Holdings, Inc. 2022 Incentive Equity Plan

(Full title of the plan)

_____________________________________________________

Thomas P. FitzGerald
General Counsel and Corporate Secretary
ZeroFox Holdings, Inc.
1834 S. Charles Street
Baltimore, Maryland 21230

(Name and address of agent for service)

(855) 936-9369

(Telephone number, including area code, of agent for service)

__________________________________________________

Copies to:

Jeffrey N. Ostrager

Anthony J. Rosso

Venable LLP

151 West 42nd Street

New York, New York 10036

Tel: (212) 307-5500

Fax: (212) 307-5598

______________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.	☐

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EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by ZeroFox Holdings, Inc. (the “Registrant”) for the purpose of registering an additional 5,909,396 shares of common stock, par value $0.0001 per share, of the Registrant (the “Common Stock”) under the ZeroFox Holdings, Inc. 2022 Incentive Equity Plan, resulting from an automatic annual increase in the number of shares reserved for issuance thereunder as of January 1, 2023. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022 (File No. 333-268337) to the extent not superseded hereby.

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated by reference in this Registration Statement:

 

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

II-1

 

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Item 8. Exhibits.

Incorporated by Reference

Exhibit No.

Exhibit

Form

File No.

Filing Date

Exhibit No. or Annex

Filed Herewith

4.1

Certificate of Incorporation of ZeroFox Holdings, Inc.

8-K

001-39722

08/09/2022

3.1

4.2

Amended and Restated Bylaws of ZeroFox Holdings, Inc.

8-K

001-39722

12/06/2022

3.2

5.1

Opinion of Venable LLP

X

23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm of ZeroFox Holdings, Inc.

X

23.2

Consent of Deloitte & Touche LLP, independent registered public accounting firm of ID Experts Holdings, Inc.

X

23.3

Consent of WithumSmith+Brown, independent registered public accounting firm of L&F Acquisition Corp.

X

23.4

Consent of Venable LLP (included in Exhibit 5.1 hereto)

X

24.1

Power of Attorney (included on the signature page to this Registration Statement on Form S-8)

X

99.1

ZeroFox Holdings, Inc. 2022 Incentive Equity Plan

424B3

333-262570

07/14/2022

Annex H

107

Filing Fee Table

X

 

II-2

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on September 12, 2023.

ZEROFOX HOLDINGS, INC.
By:		/s/ James C. Foster
Name:		James C. Foster
Title:		Chairman of the Board and Chief Executive Officer

 

 

II-3

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James C. Foster, Timothy S. Bender, and Thomas P. FitzGerald, and each of them acting individually, as his or her true and lawful attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title		Date
/s/ James C Foster		Chief Executive Officer, Chairman of the Board		September 12, 2023
James C. Foster		(Principal Executive Officer)
/s/ Timothy S. Bender		Chief Financial Officer		September 12, 2023
Timothy S. Bender		(Principal Financial Officer and Principal Accounting Officer)
/s/ Adam Gerchen		Director		September 12, 2023
Adam Gerchen
/s/ Todd P. Headley		Director		September 12, 2023
Todd P. Headley
/s/ Paul Hooper		Director		September 12, 2023
Paul Hooper
/s/ Thomas F. Kelly		Director		September 12, 2023
Thomas F. Kelly
/s/ Samskriti King		Director		September 12, 2023
Samskriti King
/s/ Teresa H. Shea		Director		September 12, 2023
Teresa H. Shea
/s/ Barbara Stewart		Director		September 12, 2023
Barbara Stewart

 

II-4

 

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Exhibit 5.1

 

 

 

September 12, 2023

 

ZeroFox Holdings, Inc.

1834 South Charles Street

Baltimore, Maryland 21230

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen,
 

We have acted as counsel to ZeroFox Holdings, Inc., a Delaware corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance by the Company of up to an additional 5,909,396 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), reserved for issuance pursuant to awards that may be granted under the Company’s 2022 Incentive Equity Plan (the “Plan”).

This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of (i) the Plan, (ii) the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware (the “Charter”), (iii) the Amended and Restated Bylaws of the Company (the “Bylaws”), (iv) the resolutions adopted by the Board of Directors of the Company relating to, among other matters, (a) the reservation and issuance of the Shares and (b) the filing of the Registration Statement (the “Resolutions”) and (v) such other documents, corporate records, certificates, and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below (collectively, with the Plan, the Charter, the Bylaws and the Resolutions, the “Documents”).

In rendering this opinion, we have assumed, without any independent investigation or verification of any kind, that each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so, the genuineness of all signatures, the authenticity of all Documents submitted to us as originals, and the conformity to authentic original documents of all Documents submitted to us as certified, conformed or photostatic or facsimile copies.

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September 12, 2023

Page 2

Based upon the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that, when the Registration Statement has become effective under the Securities Act, the Shares, when issued and delivered by the Company pursuant to the Resolutions, the Plan and the applicable award agreements, will be validly issued, fully paid, and non-assessable.

The foregoing opinion is based on, and is limited to the General Corporation Law of the State of Delaware, and we render no opinion with respect to the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are (i) "experts" within the meaning of Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder or (ii) within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

/s/ Venable LLP

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Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of ZeroFox Holdings, Inc. of our report dated March 29, 2023, relating to the financial statements of ZeroFox Holdings, Inc., appearing in the Annual Report on Form 10-K of ZeroFox Holdings, Inc. for the year ended January 31, 2023.

/s/ DELOITTE & TOUCHE LLP

 

McLean, VA

September 12, 2023

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Exhibit 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of ZeroFox Holdings, Inc. of our report dated March 29, 2023, relating to the financial statements of ID Experts Holdings, Inc. appearing in the Annual Report on Form 10-K of ZeroFox Holdings, Inc. for the year ended January 31, 2023.

/s/ DELOITTE & TOUCHE LLP

 

McLean, VA

September 12, 2023

 

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Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 29, 2023, (which includes the explanatory paragraph relating to L&F Acquisition Corp.’s ability to continue as a going concern) relating to the financial statements of L&F Acquisition Corp., which report appears in the Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, relating to the Registration Statement on Form S-8 (File No. 333-271028) of ZeroFox Holdings, Inc.

 

/s/ WithumSmith+Brown, PC
New York, New York
September 12, 2023

 

 

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Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

ZeroFox Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.0001 per share	Other(2)	5,909,396(3)	$1.0341(2)	$6,110,906.4036	0.00011020	$673.43
	Total Offering Amounts				$6,110,906.4036		$673.43
	Total Fee Offsets						—
	Net Fee Due						$673.43

 

 

 

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