0000895345-22-000596.txt : 20220810 0000895345-22-000596.hdr.sgml : 20220810 20220810165804 ACCESSION NUMBER: 0000895345-22-000596 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220802 FILED AS OF DATE: 20220810 DATE AS OF CHANGE: 20220810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corbin Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001476881 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 221152512 BUSINESS ADDRESS: STREET 1: CORBIN CAPITAL PARTNERS, L.P., STREET 2: 590 MADISON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 634-7373 MAIL ADDRESS: STREET 1: CORBIN CAPITAL PARTNERS, L.P., STREET 2: 590 MADISON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corbin Capital Partners, L.P. CENTRAL INDEX KEY: 0001509874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 221152513 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corbin ERISA Opportunity Fund, Ltd. CENTRAL INDEX KEY: 0001930631 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 221152511 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corbin Capital Partners GP, LLC CENTRAL INDEX KEY: 0001929448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 221152514 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZeroFox Holdings, Inc. CENTRAL INDEX KEY: 0001823575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1834 S. CHARLES ST. CITY: BALTIMORE STATE: MD ZIP: 21230 BUSINESS PHONE: 1-855-936-9369 MAIL ADDRESS: STREET 1: 1834 S. CHARLES ST. CITY: BALTIMORE STATE: MD ZIP: 21230 FORMER COMPANY: FORMER CONFORMED NAME: ZeroFox Holdings Inc. DATE OF NAME CHANGE: 20220804 FORMER COMPANY: FORMER CONFORMED NAME: L&F Acquisition Corp. DATE OF NAME CHANGE: 20200903 4/A 1 form4.xml X0306 4/A 2022-08-02 2022-08-04 true 0001823575 ZeroFox Holdings, Inc. ZFOX 0001509874 Corbin Capital Partners, L.P. 590 MADISON AVENUE, 31ST FLOOR NEW YORK NY 10022 true Former 10% Owner 0001476881 Corbin Opportunity Fund, L.P. 590 MADISON AVENUE, 31ST FLOOR NEW YORK NY 10022 true Former 10% Owner 0001930631 Corbin ERISA Opportunity Fund, Ltd. 590 MADISON AVENUE 31ST FLOOR NEW YORK NY 10022 true Former 10% Owner 0001929448 Corbin Capital Partners GP, LLC 590 MADISON AVENUE 31ST FLOOR NEW YORK NY 10022 true Former 10% Owner Class A Ordinary Shares, par value $0.0001 per share 2022-08-02 4 S 0 6555 14.4037 D 461778 I See Footnotes Class A Ordinary Shares, par value $0.0001 per share 2022-08-02 4 S 0 13109 14.4037 D 923558 I See Footnotes Held directly by Corbin Opportunity Fund, L.P., a Delaware limited partnership ("COF"). Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP") is the investment advisor to COF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by COF. Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP") is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by COF over which CCP shares beneficial ownership. Held directly by Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company ("CEOF"). CCP is the investment advisor to CEOF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by CEOF over which CCP shares beneficial ownership. Each of COF, CEOF, CCP and Corbin GP (the "Reporting Persons") disclaims beneficial ownership of all reported shares except to the extent of their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. The price reported in Column 4 is a weighted average price. These Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of L&F Acquisition Corp. (the "Issuer") were sold in multiple transactions at prices ranging from $14.40 to $14.425, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A Ordinary Shares sold at each separate price within the ranges set forth in the footnotes of this Form 4. On August 3, 2022, the Issuer's Business Combination, as defined and described in the Issuer's proxy statement/prospectus included in its Registration Statement on Form S-4 (File No. 333-262570), as amended, (the "Registration Statement"), was consummated. As a result of the issuance of additional shares in the Business Combination, the Reporting Persons no longer beneficially own more than 10% of the Issuer's securities, which now trade under the name ZeroFox Holdings, Inc. This Amendment to the Form 4 filed by the Reporting Persons on August 4, 2022 is being filed solely to amend the amount of securities sold on August 2, 2022 to reflect an upsize to the transactions previously reported on that Form 4. Corbin Opportunity Fund, L.P., By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 2022-08-10 Corbin ERISA Opportunity Fund, Ltd., By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 2022-08-10 Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel 2022-08-10 Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory 2022-08-10