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L&F Acquisition Corp. (LNFA) Shareholders Approve ZeroFox Deal

L&F Acquisition Corp. (LNFA) Shareholders Approve ZeroFox Deal

Aug 2, 2022 INTEL by Marlena Haddad

L&F (NYSE:LNFA) announced in an 8-K filing this afternoon that its shareholders have approved its combination with cybersecurity firm ZeroFox at a special meeting held earlier today.

A total of 7,056,469 ordinary shares were present in person at today’s meeting, representing 91.19% of the voting power of LNFA’s ordinary shares. The transaction was approved and received 6,982,332 votes in favor of the deal while just 74,127 voted against it.

But, L&F public stockholders holding 2,419,687 ordinary shares elected to redeem their shares at approximately $10.177 per share, for an aggregate amount of approximately $24,626,039. Including L&F’s previous extension vote, this bring their total outstanding public shares redeemed to 94.168%. L&F had a minimum cash closing condition of $170 million, but this amount was already covered by the $20 million PIPE and $150 million in convertible notes.

Nonetheless, the deal is expected to close tomorrow, Wednesday, August 3, 2022.  The common stock and warrants of New ZeroFox are expected to begin trading on the The Nasdaq under the new ticker symbols “ZFOX” and “ZFOXW”, respectively.

L&F announced the $1.3 billion deal with ZeroFox on December 20, 2021. Baltimore, Maryland-based ZeroFox provides external threat intelligence and protection to businesses, brands and people and the company will acquire peer IDX as a part of this transaction, which specializes in data breach response services.

All other proposals on the ballot, such as the Articles Amendment Proposal, the Domestication Proposal, the Governing Documents Proposal, were also approved at today’s meeting with limited pushback.

ADVISORS

  • Stifel is serving as financial advisor and capital markets advisor and Venable LLP is serving as legal advisor to ZeroFox.
  • DBO Partners is serving as financial advisor and Wilson Sonsini is serving as legal advisor to IDX.
  • Jefferies is serving as financial advisor and capital markets advisor and Kirkland & Ellis is serving as legal advisor to LNFA.
  • Jefferies is acting as lead placement agent and Stifel is serving as co-placement agent on the PIPE.
  • Stroock & Stroock & Lavan LLP is serving as legal advisor to Monarch Alternative Capital

ByMarlena Haddad