Washington, D.C. 20549
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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
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| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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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 July 14, 2022, LNFA notified NYSE American that, subject to final shareholder approval at LNFA’s
extraordinary general meeting on August 2, 2022 (the “Shareholder Meeting”), fulfillment of all The Nasdaq Capital Market (the “
Nasdaq”) listing requirements and satisfaction of other customary closing
conditions of the Business Combination, it intends to voluntarily delist all of its securities from NYSE American and list its post-Business Combination securities on Nasdaq following the consummation of the Business Combination. LNFA intends to
file a Form 25 with respect to the delisting of its securities from NYSE American with the Securities and Exchange Commission (“
SEC”) following the consummation of the Business Combination.
Subject to final shareholder approval of the Business Combination at LNFA’s extraordinary general meeting on August 2, 2022 and satisfaction of other customary
closing conditions to the Business Combination, trading of its post-Business Combination securities on Nasdaq is expected to begin on the next business day following the consummation of the Business Combination. Until the Business Combination has
been consummated and the transfer to Nasdaq is complete, LNFA’s units, public shares and public warrants will continue to trade on NYSE American.
On July 14, 2022, LNFA issued a press release announcing that its registration statement on Form S-4 (File No. 333-262570) (as amended, the “Registration Statement”) has been declared effective by the SEC and that it has commenced mailing the definitive proxy statement/prospectus relating to the proposed Business Combination and that it intends to list its
post-Business Combination securities on Nasdaq following the consummation of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this report, words such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or variations of these words or
similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the
inability of the parties to complete the transactions contemplated by the definitive agreement relating to the business combination and other transactions that will result in ZeroFox becoming a publicly traded company as ZeroFox Holdings, Inc.;
the outcome of any legal proceedings that may be instituted against LNFA, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders of LNFA, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the risk that the Business Combination disrupts current plans and
operations of LNFA, ZeroFox, IDX or the combined company as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Business Combination;
changes in applicable laws or regulations; the possibility that LNFA, ZeroFox, IDX or the combined company may be adversely affected by other economic, business, and/or competitive factors; LNFA’s, ZeroFox’s or IDX’s estimates of expenses and
profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the proposed Business Combination; ZeroFox’s and IDX’s ability to execute on their business plans and
strategy; the ability to meet the listing standards of the listing exchange on which the combined company will be listed following the consummation of the transactions completed by the Business Combination; and other risks and uncertainties
described from time to time in filings with the SEC.