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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ZeroFox Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39722 ZeroFox Holdings, Inc. (Exact name of registrant as specified in its |
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| May 15, 2024 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98955G103 (CUSIP Number) Stephanie Brecher New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium, MD 21093 (410) 842-4000 ( |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 13, 2024 |
EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF ZEROFOX HOLDINGS, INC. Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation and any stockholders agreement then in effect to which the corporation is a party. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisi |
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| May 13, 2024 |
Haveli Investments Completes Acquisition of ZeroFox EX-99.1 EXHIBIT 99.1 Haveli Investments Completes Acquisition of ZeroFox WASHINGTON, D.C. — May 13, 2024 — ZeroFox Holdings, Inc. (Nasdaq: ZFOX), a leading provider of external cybersecurity, today announced the completion of its acquisition by technology-focused private equity firm Haveli Investments. With the completion of the transaction, ZeroFox stockholders will receive $1.14 per share in cas |
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| May 13, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ZEROFOX HOLDINGS, INC. EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZEROFOX HOLDINGS, INC. 1. Name. The name of this corporation is ZeroFox Holdings, Inc. (the “Corporation”). 2. Registered Office. The registered office of the Corporation in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 198 |
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| May 13, 2024 |
ZFOX / ZeroFox Holdings, Inc. / Foster James Christopher - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G 103 (CUSIP Number) James C. Foster c/o ZeroFox Holdings, Inc. 1834 S. Charles St. Baltimore, MD 21230 885-936-9369 (Name, Add |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 POS AM As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission File |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission F |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission F |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 18, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 15, 2024 |
Exhibit 32.01 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of ZeroFox Holdings, Inc. (the “Company”) for the fiscal year ended January 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James C. Foster, Chief Executive Officer of the Company, certify, pursuant to Section 9 |
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| March 15, 2024 |
List of subsidiaries of the Company Exhibit 21.01 List of Subsidiaries Entity Jurisdiction ZeroFox Holdings, LLC Delaware LGCS Acquisition HoldCo, LLC Delaware ZeroFox, Inc. Delaware ZeroFox UK Ltd United Kingdom ZeroFox Chile Holdings, LLC Delaware ZeroFox India Holdings Delaware ZeroFox Chile SpA Chile ZeroFox India Private Ltd India IDX Holdings, LLC Delaware Identity Theft Guard Solutions, Inc. Delaware LookingGlass Cyber Soluti |
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| March 15, 2024 |
ZeroFox Holdings, Inc. Clawback Policy Exhibit 97.01 ZEROFOX HOLDINGS, INC. CLAWBACK POLICY (the “Policy”) In the event that ZeroFox Holdings, Inc. (the “Company”) the Company is required to prepare an accounting restatement of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement |
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| March 15, 2024 |
Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-274488 and No. 333-268337 on Form S-8 and Registration Statement No. 333-271028 on Form S-3 of our report dated March 29, 2023, relating to the consolidated financial statements of ID Experts Holdings, Inc. and subsidiary appearing in the consolidate |
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| March 15, 2024 |
Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy S. Bender, certify that: 1. I have reviewed this Annual Report on Form 10-K of ZeroFox Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light o |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 15, 2024 |
Exhibit 10.23 OP DELPHI EINVOICING https://einvoice.esc.gov OPM Delphi eInvoicing System W87HKT8TQJP5 IS CHECKED SEE ADDENDUM 18a. PAYMENT WILL BE MADE BY CODE CODE CODE FACILITY 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER OFFEROR OPM 243226 See Schedule CODE OPM 42AA 16. ADMINISTERED BY CODE X 561450 SIZE STANDARD: OPM 243226 UNRESTRICTED OR SET ASIDE: % FOR: REQUEST FOR P |
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| March 15, 2024 |
Exhibit 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-274488 and No. 333-268337 on Form S-8 and Registration Statement No. 333-271028 on Form S-3 of our report dated March 15, 2024, relating to the consolidated financial statements of ZeroFox Holdings, Inc. /s/ Deloitte & Touche LLP McLean, VA March 15, |
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| March 15, 2024 |
Exhibit 99.1 ZeroFox Announces Fourth Quarter and Fiscal Year 2024 Financial Results Reports Record Annual Recurring Revenue and Positive Free Cash Flow Washington, D.C., – March 15, 2024 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity, today announced financial results for the fourth quarter and fiscal year ended January 31, 2024. “Q4 |
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| March 15, 2024 |
Exhibit 32.02 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of ZeroFox Holdings, Inc. (the “Company”) for the fiscal year ended January 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy S. Bender, Chief Financial Officer of the Company, certify, pursuant to Section |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 15, 2024 |
Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James C. Foster, certify that: 1. I have reviewed this Annual Report on Form 10-K of ZeroFox Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39722 ZeroFox Holdings |
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| March 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 8, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Schedule 14A (Form Type) ZeroFox Holdings, Inc. |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 6, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 6, 2024 |
Exhibit 10.1 NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is made as of March 4, 2024 by and between ZeroFox Holdings, Inc., a Delaware corporation (“Buyer”) and Corbin ERISA Opportunity Fund, Ltd. (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.” RECITALS WHEREAS, on August 3, 2022 Buyer issued $150,0 |
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| March 6, 2024 |
Exhibit 10.2 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 4, 2024, is executed and delivered by ZEROFOX, INC. (“Borrower”), ZEROFOX HOLDINGS, INC., ZEROFOX HOLDINGS, LLC, IDX FORWARD MERGER SUB, LLC, IDENTITY THEFT GUARD SOLUTIONS, INC., ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, LOOKINGGLASS |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commissio |
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| February 22, 2024 |
Exhibit 10.1 NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is made as of February 21, 2024 by and between ZeroFox Holdings, Inc., a Delaware corporation (“Buyer”) and L&F ACQUISITION HOLDINGS FUND, LLC (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.” RECITALS WHEREAS, on August 3, 2022 Buyer issued $15 |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commissio |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commissio |
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| February 20, 2024 |
Form of Retention Bonus Letter EX-10.1 Exhibit 10.1 February 13, 2024 [NAME], On behalf of the ZeroFox Board of Directors and Executive Team, it is my distinct pleasure to present you with this closing bonus letter. You have been identified as a key employee eligible to receive a $[AMOUNT] bonus (“Bonus”), contingent upon Haveli Investments’ successful acquisition of ZeroFox (the “Transaction”), and subject to the terms of this |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commissio |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 14, 2024 |
SC 13G/A 1 tm245939d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZeroFox Holdings, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 98955G 103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 6, 2024 |
EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February [•], 2024 is entered into by and between [•] (“Stockholder”) and ZI Intermediate II, Inc., a Delaware corporation (“Parent”). WHEREAS, contemporaneously with the execution of this Agreement, Parent, HI Optimus Merger Sub, Inc., a Delaware corporation and wholly owned Subsidi |
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| February 6, 2024 |
EX-99.1 Exhibit 99.1 ZeroFox to be Acquired by Haveli ZeroFox announces definitive agreement to be acquired by Haveli Investments for $350M. Deal price represents a premium of 45% to the 90-day volume weighted average share price. ZeroFox to become a privately held company upon completion of the transaction. Washington, D.C., – February 6, 2024 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX) (“ZeroFox”), |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission |
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| February 6, 2024 |
EX-10.2 Exhibit 10.2 NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is made as of February 6, 2024 by and between ZeroFox Holdings, Inc., a Delaware corporation (“Buyer”) and [•] (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.” RECITALS WHEREAS, on August 3, 2022 Buyer issued $150,000,000 aggregate prin |
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| February 6, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Co |
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| February 6, 2024 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ZI INTERMEDIATE II, INC. HI OPTIMUS MERGER SUB, INC. and ZEROFOX HOLDINGS, INC. Dated as of February 6, 2024 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Effective Time of Merger 2 Section 1.3 General Effects of Merger 2 Section 1.4 Effect of Merger on Capital Stock 2 Section 1.5 Effect of Merger on |
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| February 6, 2024 |
EX-99.6 Exhibit 6 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 6, 2024 is entered into by and between James C. Foster (“Stockholder”) and ZI Intermediate II, Inc., a Delaware corporation (“Parent”). WHEREAS, contemporaneously with the execution of this Agreement, Parent, HI Optimus Merger Sub, Inc., a Delaware corporation and wholly owned |
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| February 6, 2024 |
US98955G1031 / ZEROFOX HOLDINGS INC / Foster James Christopher - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G 103 (CUSIP Number) James C. Foster c/o ZeroFox Holdings, Inc. 1834 S. Charles St. Baltimore, MD 21230 885-936-9369 (Name, Add |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39722 ZeroFox |
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| December 5, 2023 |
Exhibit 99.1 ZeroFox Announces Third Quarter Fiscal Year 2024 Financial Results Reports Record Annual Recurring Revenue and Quarterly Revenue while Generating Positive Free Cash Flow Washington, D.C., – December 5, 2023 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity, today announced financial results for the third quarter ended October |
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| December 5, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission |
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| October 24, 2023 |
Exhibit 99.1 ZeroFox Renews and Expands 8-Figure Contract with Critical U.S. Federal Agency Extended partnership ensures essential threat intelligence and protection across the entire external attack surface WASHINGTON, D.C. — October 24, 2023 — ZeroFox, a leading provider of external cybersecurity, is proud to announce its continued partnership with a strategic U.S. federal agency focused on cybe |
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| October 24, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission |
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| September 26, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS Up To 16,386,574 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 104,838,112 Shares of Common Stock Up To 5,450,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 16,386,574 shares of our common stock, par value $0.0001 per share (the “Common Stock”) consisting of (i |
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| September 26, 2023 |
ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, MD 21230 ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, MD 21230 September 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Re: ZeroFox Holdings, Inc. File No. 333-271028 Ladies and Gentlemen: ZeroFox Holdings, Inc. (the “Registrant”) hereby requests that the U.S. Securities and E |
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| September 20, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS Up To 16,386,574 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 104,838,112 Shares of Common Stock Up To 5,450,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 16,386,574 shares of our common stock, par value $0.0001 per share (the “Common Stock”) consisting of (i |
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| September 12, 2023 |
As filed with the Securities and Exchange Commission on September 12, 2023 As filed with the Securities and Exchange Commission on September 12, 2023 Registration No. |
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| September 12, 2023 |
As filed with the Securities and Exchange Commission on September 12, 2023 As filed with the Securities and Exchange Commission on September 12, 2023 Registration Statement No. |
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| September 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ZeroFox Holdings, Inc. |
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| September 12, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 8 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39722 ZeroFox Ho |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 6, 2023 |
Exhibit 99.1 ZeroFox Announces Second Quarter Fiscal Year 2024 Financial Results Achieves Positive Free Cash Flow – Record Quarterly Revenue of $62.2 Million Washington, D.C., – September 6, 2023 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity, today announced financial results for the second quarter ended July 31, 2023. "We had a very |
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| September 6, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 7 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| June 30, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 9, 2023 |
Eight Amendment and Joinder to Loan and Security Agreement EXHIBIT 10.03 EIGHTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT This EIGHTH Amendment and Joinder to Loan and Security Agreement (this “Eighth Amendment and Joinder”), dated as of May 31, 2023, is executed and delivered by LOOKINGGLASS CYBER SOLUTIONS, LLC, a Delaware limited liability company, and LGCS Acquisition Holdco, LLC, a Delaware limited liability company (each a “New Guarantor” |
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| June 9, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 5 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39722 ZeroFox H |
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| June 6, 2023 |
Exhibit 99.1 ZeroFox Announces First Quarter Fiscal Year 2024 Financial Results Achieves record ARR, revenue and growth of large customers. ARR exceeds $178 million and total Q1 revenue exceeds $45 million. Washington, D.C., – June 6, 2023 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX), a leading external cybersecurity provider, today announced financial results for the first quarter ended April 30, 2023 |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 6, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| May 15, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in t |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 12, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| April 24, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| April 24, 2023 |
Exhibit 99.1 ZeroFox Completes Acquisition of LookingGlass The ZeroFox External Cybersecurity Portfolio now includes broadened attack surface management and vulnerability intelligence capabilities Washington DC, April 24, 2023 ZeroFox (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity, announced today that it has completed the acquisition of LookingGlass Cyber Sol |
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| April 24, 2023 |
Exhibit 10.1 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SEVENTH Amendment to Loan and Security Agreement (this “Amendment”), dated as of April 21, 2023, is executed and delivered by ZEROFOX, INC. (“Borrower”), ZEROFOX HOLDINGS, INC., ZEROFOX HOLDINGS, LLC, IDX FORWARD MERGER SUB, LLC, IDENTITY THEFT GUARD SOLUTIONS, INC., RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX |
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| April 24, 2023 |
Exhibit 10.2 AMENDMENT NO. 2 TO LEASE AGREEMENT This Amendment No. 2 to the Lease Agreement (this “Amendment”) is entered into and effective as of April 21, 2023 (“Amendment Date”), and is between 1830 Charles Street, LLC, a Maryland limited liability company (“Landlord”) and ZeroFox, Inc., a Delaware corporation (“ZeroFox”). A. The parties previously entered into the Lease Agreement, dated as of |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission F |
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| April 17, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated April 12, 2023) Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated Apr |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission F |
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| April 17, 2023 |
Exhibit 99.1 ZeroFox to Acquire LookingGlass, Broadening Global Attack Surface Intelligence Capabilities Deal strengthens ZeroFox’s External Cybersecurity Platform with industry-leading attack surface management (EASM) and threat intelligence capabilities. Washington DC, April 17, 2023 Today, ZeroFox (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity announced a d |
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| April 17, 2023 |
Exhibit 2.1 CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED WITH [***] HAS BEEN EXCLUDED IN ACCORDANCE WITH REGULATION S-K ITEM 601(B)(2) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among ZEROFOX HOLDINGS, INC., LGCS ACQUISITION HOLDCO, LLC, LOOKINGGLASS CYBER SOLUTIONS, INC., LGCS HOLDCO, INC., LGCS MERGE |
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| April 12, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271028 PROSPECTUS Up To 16,213,419 Shares of Common Stock Issuable Upon Exercise of Warrants and Options Up To 120,066,925 Shares of Common Stock Up To 7,588,430 Warrants This prospectus relates to the issuance by us of up to an aggregate of 16,213,419 shares of our common stock, par value $0.0001 per share (the “Common Stock” |
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| April 11, 2023 |
ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, MD 21230 CORRESP ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, MD 21230 April 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: ZeroFox Holdings, Inc. Registration Statement on Form S-1 File No. 333-271028 Ladies and Gentlemen: ZeroFox Holdings, Inc. (the “Registrant”) hereb |
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| March 31, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on March 31, 2023 No. |
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| March 31, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) ZeroFox Holdings, Inc. |
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| March 30, 2023 |
Employment Agreement, dated January 18, 2023, between ZeroFox Holdings, Inc. and James C. Foster EX-10 6 zfox-ex1030.htm EX-10.30 Exhibit 10.30 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and James C. Foster (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company |
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| March 30, 2023 |
Exhibit 10.06 ZEROFOX HOLDINGS, INC. 2022 INCENTIVE EQUITY PLAN RESTRICTED STOCK UNIT GRANT NOTICE (Board of Directors) ZeroFox Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of t |
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| March 30, 2023 |
Employment Agreement, dated January 18, 2023, between ZeroFox Holdings, Inc. and Michael Price Exhibit 10.33 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and Michael Price (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limited to, Zero |
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| March 30, 2023 |
Employment Agreement, dated January 18, 2023, between ZeroFox Holdings, Inc. and Kevin T. Reardon Exhibit 10.31 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and Kevin T. Reardon (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limited to, Z |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39722 ZeroFox Holdings |
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| March 30, 2023 |
Employment Agreement, dated January 18, 2023, between ZeroFox Holdings, Inc. and Scott O’Rourke Exhibit 10.35 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and Scott O’Rourke (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limited to, Zer |
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| March 30, 2023 |
Exhibit 10.34 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and John R. Prestridge, III (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limite |
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| March 30, 2023 |
Exhibit 4.06 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the general terms of the capital stock and Warrants (as defined below) of ZeroFox Holdings, Inc., a Delaware corporation (“we,” “our,” “us,” the “Company” and “ZeroFox”), which are the only classes of securities the Company has registered pu |
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| March 30, 2023 |
Exhibit 10.07 ZEROFOX HOLDINGS, INC. 2022 INCENTIVE EQUITY PLAN RESTRICTED STOCK UNIT GRANT NOTICE FOR EMPLOYEES ZeroFox Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Zero |
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| March 30, 2023 |
Exhibit 10.36 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and Thomas P. FitzGerald (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limited t |
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| March 30, 2023 |
Employment Agreement, dated January 18, 2023, between ZeroFox Holdings, Inc. and Timothy S. Bender Exhibit 10.32 executive EMPLOYMENT AGREEMENT ZeroFox Holdings, Inc. (the “Company”) and Timothy S. Bender (“Executive”) (each, a “Party” and collectively, the “Parties”) agree to enter into this EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 18, 2023 (“Effective Date”). The term “Company” shall include all subsidiaries and affiliates of the Company including, but not limited to, |
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| March 30, 2023 |
ZeroFox Holdings, Inc. 2023 Executive Incentive Plan Exhibit 10.29 ZEROFOX HODLINGS, INC. EXECUTIVE INCENTIVE PLAN SECTION 1 PURPOSE AND ADMINISTRATION 1.1 Purpose. The purpose of the ZeroFox Holdings, Inc. Executive Incentive Plan, effective February 20, 2023 (the “Plan”), is to increase stockholder value and the success of ZeroFox Holdings, Inc. and its subsidiaries (collectively, the “Company”) by motivating eligible employees of the Company to ( |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 14, 2023 |
Exhibit 99.1 ZeroFox Announces Fourth Quarter Fiscal Year 2023 Financial Results Achieves record revenue of $45 million and annual recurring revenue of $157 million Washington, D.C., – March 14, 2023 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX), a leading external cybersecurity provider, today announced financial results for the fourth quarter ended January 31, 2023. “We closed out fiscal year 2023 wit |
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| March 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267200 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated October 7, 2022) Up To 16,213,419 Shares Of Common Stock Issuable Upon Exercise Of Warrants Up To 120,443,882 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated October 7, 202 |
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| March 14, 2023 |
Press release dated March 14, 2023 ZeroFox Announces Fourth Quarter Fiscal Year 2023 Financial Results Achieves record revenue of $45 million and annual recurring revenue of $157 million Washington, D. |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commissio |
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| February 22, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267200 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated October 7, 2022) Up To 16,213,419 Shares Of Common Stock Issuable Upon Exercise Of Warrants Up To 120,443,882 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated October 7, 202 |
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| February 14, 2023 |
US98955G1031 / ZEROFOX HOLDINGS INC / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 ZFOXSC13GA32023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) ZEROFOX HOLDINGS, INC. (formerly L&F Acquisition Corp.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 98955G103 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filin |
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| February 14, 2023 |
US98955G1031 / ZEROFOX HOLDINGS INC / CITADEL ADVISORS LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (the “Shares”) (Title of Class of Securities) 98955G103 ( |
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| February 14, 2023 |
US98955G1031 / ZEROFOX HOLDINGS INC / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZeroFox Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267200 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated October 7, 2022) Up To 16,213,419 Shares Of Common Stock Issuable Upon Exercise Of Warrants Up To 120,443,882 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated October 7, 202 |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39722 ZeroFox |
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| December 14, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267200 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated October 7, 2022) Up To 16,213,419 Shares Of Common Stock Issuable Upon Exercise Of Warrants Up To 120,443,882 Shares of Common Stock Up To 7,588,430 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated October 7, 202 |
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| December 14, 2022 |
Sixth Amendment and Joinder to Loan and Security Agreement EXHIBIT 10.01 Execution Version SIXTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT This Sixth Amendment and Joinder to Loan and Security Agreement (this ?Sixth Amendment and Joinder?), dated as of October 6, 2022, is executed and delivered by ZEROFOX HOLDINGS, INC., a Delaware corporation, ZEROFOX HOLDINGS, LLC, a Delaware limited liability company, IDX FORWARD MERGER SUB, LLC, a Delaware |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 ZeroFox Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 6, 2022 |
Exhibit 99.1 ZeroFox Announces Third Quarter Fiscal Year 2023 Financial Results Achieves record revenue of $43 million and annual recurring revenue of $153 million Washington, D.C., ? December 6, 2022 ? ZeroFox Holdings, Inc. (Nasdaq: ZFOX), a leading external cybersecurity provider, today announced financial results for the third quarter ended October 31, 2022. The financial statements reflect th |
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| December 6, 2022 |
Amended and Restated Bylaws of ZeroFox Holdings, Inc. as of December 6, 2022 Exhibit 3.1 FINAL ADOPTED ZEROFOX HOLDINGS, INC. AMENDED AND RESTATED BYLAWS (as adopted on December 6, 2022) ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of ZeroFox Holdings, Inc. (the ?Corporation?) shall be fixed in the Corporation?s certificate of incorporation, as the same may be amended from time to time (the ?certificate of incorporation?). 1.2 OTHER OFFICES The |
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| November 14, 2022 |
Consent of Venable LLP (included in Exhibit 5.01 hereto) Exhibit 5.01 November 14, 2022 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 Registration Statement on Form S-8 (the ?Registration Statement?) filed on the date hereof with the Securities and Exc |
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| November 14, 2022 |
ID Experts Holdings, Inc. 2016 Stock Option and Grant Plan Exhibit 99.03 ID EXPERTS HOLDINGS, INC. 2016 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the ID Experts Holdings, Inc. 2016 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors and other key persons (including prospective employees, but conditioned on their employm |
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| November 14, 2022 |
Consent of WithumSmith+Brown, independent registered public accounting firm of L&F Acquisition Corp. Exhibit 23.01 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 14, 2022, 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 Sta |
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| November 14, 2022 |
Exhibit 23.03 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 8, 2022, relating to the consolidated financial statements of ID Experts Holdings, Inc. and subsidiary, appearing in the Prospectus relating to the amended Registration Statement No. 333-267200 on Form S-1 of ZeroFo |
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| November 14, 2022 |
As filed with the Securities and Exchange Commission on November 14, 2022 As filed with the Securities and Exchange Commission on November 14, 2022 Registration Statement No. |
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| November 14, 2022 |
ID Experts Holdings, Inc. 2017 Equity Incentive Plan Exhibit 99.04 ID EXPERTS HOLDINGS, INC. 2017 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the ID Experts Holdings, Inc. 2017 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the C |
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| November 14, 2022 |
Consent of KPMG LLP, independent registered public accounting firm of ID Experts Holdings, Inc. Exhibit 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report dated September 30, 2021, with respect to the consolidated financial statements of ID Experts Holdings, Inc. and subsidiary, incorporated herein by reference and to the reference to our firm under the heading ?Experts? in the registration statement/prospectus. /s/ KPMG LLP Portland, Oregon No |
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| November 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ZeroFox Holdings, Inc. |
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| November 14, 2022 |
Consent of Deloitte & Touche LLP, independent registered public accounting firm of ZeroFox, Inc. Exhibit 23.04 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 7, 2022, relating to the financial statements of ZeroFox, Inc. and subsidiaries, appearing in the Prospectus relating to the amended Registration Statement on Form S-1, as amended (File No. 333-267200) of ZeroFox Ho |
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| October 7, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267200 PROSPECTUS Up To 16,213,419 Shares Of Common Stock Issuable Upon Exercise Of Warrants Up To 120,443,882 Shares of Common Stock Up To 7,588,430 Warrants This prospectus relates to the issuance by us of up to an aggregate of 16,213,419 shares of our common stock, par value $0.0001 per share (the ?Common Stock?) consisting |
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| October 6, 2022 |
ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, MD 21230 ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, MD 21230 October 6, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: ZeroFox Holdings, Inc. Registration Statement on Form S-1 File No. 333-267200 Ladies and Gentlemen: ZeroFox Holdings, Inc. (the ?Registrant?) hereby reque |
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| September 30, 2022 |
Investor Presentation September 2022 EXTERNAL CYBERSECURITY EX-99.1 2 d370350dex991.htm EX-99.1 Exhibit 99.1 Investor Presentation September 2022 EXTERNAL CYBERSECURITY Safe Harbor Disclaimer and Forward-Looking Statements Statements in this presentation may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developm |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commissi |
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| September 27, 2022 |
As filed with the Securities and Exchange Commission on September 27, 2022 As filed with the Securities and Exchange Commission on September 27, 2022 No. 333-267200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZeroFox Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 98-1557361 (State or other jurisdiction of incorporation or or |
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| September 27, 2022 |
Exhibit 10.34 DocuSign Envelope ID: 9F87C0C8-0BDC-4580-B8FD-50BC8852ED92 1. CONTRACT ID CODE PAGE OF PAGES AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1 2 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) P00014 See Block 16C 24142200103 6. ISSUED BY CODE OPM 243618 7. ADMINISTERED BY (If other than Item 6) CODE OPO - PHILADELPHI |
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| September 27, 2022 |
T 212.218.2142 F 212.307.5598 [email protected] September 27, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Kate Beukenkamp Mara Ransom Re: ZeroFox Holdings, Inc. Registration Statement on Form S-1 Filed August 31, 2022 File No. 333-267200 Ladies and Gentlemen: On behalf of o |
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| September 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) ZeroFox Holdings, Inc. |
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| September 12, 2022 |
Exhibit 99.1 ZeroFox, Inc. and Subsidiaries Condensed Consolidated Financial Statements as of July 31, 2022 and for the six months ended July 31, 2022 and 2021 ZeroFox, Inc. and Subsidiaries TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Balance Sheets as of July 31, 2022 and January 31, 2022 1 Condensed Consolidated Statements of Comprehensiv |
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| September 12, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission |
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| September 12, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included in the Proxy Statement/Prospectus. The following unaudited pro forma condensed combined financial statements are provided to aid you in your analysis of the financial aspects of the Business Combination involving L&F, ZeroFox, and IDX, the |
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| September 12, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ZEROFOX Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ZEROFOX You should read the following discussion and analysis of ZeroFox?s financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere or incorporated by reference in this report. In addition to historical financi |
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| August 31, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) ZeroFox Holdings, Inc. |
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| August 31, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on August 31, 2022 No. |
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| August 15, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share, of ZeroFox Holdings, Inc., and further agree that this Joint Filing Agr |
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| August 15, 2022 |
ZFOX / L&F Acquisition Corp / Corbin Opportunity Fund, L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Amendment No. 3 ZeroFox Holdings, Inc. (formerly L&F Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G103 (CUSIP Number) Daniel Friedman General Counsel Corbin Capital Partners, L.P. 590 Madison Avenue, 31s |
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| August 15, 2022 |
ZFOX / L&F Acquisition Corp / Redline Capital Fund Universal Investments - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G103 (CUSIP Number) August 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| August 15, 2022 |
ZFOX / L&F Acquisition Corp / LOOKINGGLASS CYBER SOLUTIONS, INC. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZeroFox Holdings, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 98955G 103 (CUSIP Number) August 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| August 15, 2022 |
ZFOX / L&F Acquisition Corp / ForgePoint Cybersecurity GP-I, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZeroFox Holdings, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 98955G 103 (CUSIP Number) August 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| August 12, 2022 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| August 12, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. |
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| August 12, 2022 |
ZFOX / L&F Acquisition Corp / Foster James Christopher - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G 103 (CUSIP Number) James C. Foster c/o ZeroFox Holdings, Inc. 1834 S. Charles St. Baltimore, MD 21230 885-936-9369 (Name, Address and T |
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| August 12, 2022 |
Exhibit 4 SUBSCRIPTION AGREEMENT L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, Illinois Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between L&F Acquisition Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation pri |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ZeroFox Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98955G103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, Add |
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| August 12, 2022 |
ZFOX / L&F Acquisition Corp / Highland Management Partners 9 LLC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ZEROFOX HOLDINGS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98955G103 (CUSIP Number) Jessica Healey Authorized Officer Highland Management Partners 9 LLC One Broadway, Floor 14 Cambridge, MA 02142 (Name, Address and T |
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| August 10, 2022 |
ZFOX / L&F Acquisition Corp / Corbin Opportunity Fund, L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Amendment No. 2 ZeroFox Holdings, Inc. (formerly L&F Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98955G103 (CUSIP Number) Daniel Friedman General Counsel Corbin Capital Partners, L.P. 590 Madison Avenue, 31s |
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| August 9, 2022 |
Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT BY AND AMONG ZEROFOX HOLDINGS, INC. AND THE HOLDERS OF NOTES PARTY HERETO DATED AS OF August 3, 2022 TABLE OF CONTENTS Page ARTICLE I EFFECTIVENESS 2 1.1 Effectiveness 2 ARTICLE II DEFINITIONS 2 2.1 Definitions 2 2.2 Other Interpretive Provisions 8 ARTICLE III REGISTRATION RIGHTS 8 3.1 Demand Registration 8 3.2 Shelf Registration 10 3.3 Piggyback Registr |
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| August 9, 2022 |
Form of ZeroFox Holdings, Inc. Indemnification Agreement Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of August 3, 2022 (the ?Effective Date?), by and between ZeroFox Holdings, Inc., a Delaware corporation (the ?Company?), and the undersigned individual (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or |
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| August 9, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDX Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDX IDX?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS FROM OPERATIONS The following discussion and analysis of the financial condition and results of operations of IDX should be read together with its unaudited condensed interim consolidated financial statements as of J |
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| August 9, 2022 |
Third Amendment to Loan and Security Agreement dated as of December 16, 2021 Exhibit 10.31 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Third Amendment?), dated as of December 16, 2021, is executed and delivered by ZEROFOX, INC. (?Borrower?), Borrower?s subsidiaries, RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC., a Delaware corporation (each a ?Guaran |
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| August 9, 2022 |
Fifth Amendment to Loan and Security Agreement dated as of August 3, 2022 EX-10.33 13 d364709dex1033.htm EX-10.33 Exhibit 10.33 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 3, 2022, is executed and delivered by ZEROFOX, INC. (“Borrower”), Borrower’s subsidiaries, RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC. (each a |
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| August 9, 2022 |
Certificate of Incorporation of ZeroFox Holdings, Inc. Exhibit 3.1 Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ? ZEROFOX HOLDINGS, INC.? FILED IN THIS OFFICE ON THE THIRD DAY OF AUGUST, A.D. 2022, AT 11:39 O?CLOCK A.M. 6449347 8100D Authentication: 204074734 SR# 20223164549 Date: 08-03-22 You may verify this certificate onlin |
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| August 9, 2022 |
Letter from WithumSmith+Brown, PC to the SEC dated August 9, 2022 Exhibit 16.1 August 9, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read ZeroFox Holdings, Inc. (?ZeroFox?) statements included under Item 4.01 of its Form 8-K dated August 9, 2022. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on August 3, |
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| August 9, 2022 |
Exhibit 10.4 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG ZEROFOX HOLDINGS, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF AUGUST 3, 2022 TABLE OF CONTENTS Page ARTICLE I EFFECTIVENESS 2 1.1 Effectiveness 2 ARTICLE II DEFINITIONS 2 2.1 Definitions 2 2.2 Other Interpretive Provisions 8 ARTICLE III REGISTRATION RIGHTS 8 3.1 Demand Registration 8 3.2 Shelf Reg |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 ZEROFOX HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation) (Commission F |
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| August 9, 2022 |
EX-10.28 8 d364709dex1028.htm EX-10.28 Exhibit 10.28 Execution Version ZEROFOX, INC. STIFEL BANK LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 7, 2021, by and among STIFEL BANK, a Missouri state chartered bank (“Bank”), and ZEROFOX, INC. a Delaware corporation (“Borrower”), and Borrower’s subsidiaries, RBP FINANCIAL SERVICES, LLC, a D |
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| August 9, 2022 |
Second Amendment and Waiver to Loan and Security Agreement dated as of December 8, 2021 Exhibit 10.30 SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this ?Second Amendment?), dated as of December 8, 2021, is executed and delivered by ZEROFOX, INC. (?Borrower?), Borrower?s subsidiaries, RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC., a Delaware cor |
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| August 9, 2022 |
Exhibit 99.4 ZeroFox Begins Trading on Nasdaq Under Symbol ?ZFOX? ZeroFox debuts as first external cybersecurity company to go public in 2022 with completion of business combination WASHINGTON and NEW YORK - (Aug. 4, 2022) ? ZeroFox, Inc., an enterprise software-as-a-service leader in external cybersecurity, today reported the closing of its previously announced business combination with L&F Acqui |
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| August 9, 2022 |
EX-99.1 16 d364709dex991.htm EX-99.1 Exhibit 99.1 ID EXPERTS HOLDINGS, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2022 AND 2021 ID EXPERTS HOLDINGS, INC. AND SUBSIDIARY Index to the Consolidated Financial Statements Six Months Ended June 30, 2022 and 2021 Consolidated Balance Sheets (Unaudited) 1 Consolidated Statements of Income (Unaudited) 3 Consoli |
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| August 9, 2022 |
Exhibit 4.3 ZEROFOX HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 3, 2022 7.00%/8.75% Convertible Senior Cash/PIK Toggle Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Divisions 15 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Section 2.01 Designation and Amo |
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| August 9, 2022 |
Amended and Restated Bylaws of the Company Exhibit 3.2 ZEROFOX HOLDINGS, INC. AMENDED AND RESTATED BYLAWS (as adopted on August 3, 2022) ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of ZeroFox Holdings, Inc. (the ?Corporation?) shall be fixed in the Corporation?s certificate of incorporation, as the same may be amended from time to time (the ?certificate of incorporation?). 1.2 OTHER OFFICES The Corporation may |
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| August 9, 2022 |
First Amendment and Joinder to Loan and Security Agreement dated as of June 7, 2021 Exhibit 10.29 FIRST AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT (this ?First Amendment and Joinder?), dated as of June 7, 2021, is executed and delivered by VIGILANTEATI, INC., a Delaware corporation (?New Guarantor?), ZEROFOX, INC. (?Borrower?), Borrower?s subsidiaries, RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LL |
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| August 9, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included in the Proxy Statement/Prospectus. The following unaudited pro forma condensed combined financial statements are provided to aid you in your analysis of the financial aspects of the Business Combination involving L&F, ZeroFox, and IDX, the |
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| August 9, 2022 |
Fourth Amendment to Loan and Security Agreement dated as of February 10, 2022 EX-10.32 12 d364709dex1032.htm EX-10.32 Exhibit 10.32 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 10, 2022, is executed and delivered by ZEROFOX, INC. (“Borrower”), Borrower’s subsidiaries, RBP FINANCIAL SERVICES, LLC, ZEROFOX CHILE HOLDINGS, LLC, ZEROFOX INDIA HOLDING, LLC, and VIGILANTEATI, INC., a |
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| August 9, 2022 |
List of subsidiaries of the Company Exhibit 21.1 LIST OF SUBSIDIARIES Entity Jurisdiction ZeroFox, Inc. Delaware Identity Theft Guard Solutions, Inc. Delaware IDX Forward Merger Sub, LLC Delaware |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39722 L&F Acquisition Corp. NYSE American LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 150 North Riv |
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| August 3, 2022 |
Registration Statement on Form 8-A filed with the SEC on August 3, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ZeroFox Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39722 98-1557361 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. |
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| August 2, 2022 |
false000182357500018235752022-08-022022-08-020001823575lnfa:ClassAOrdinaryShares00001ParValueMember2022-08-022022-08-020001823575lnfa:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2022-08-022022-08-020001823575lnfa:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneHalfOfOneRedeemableWarrantMember2022-08-022022-08-02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 2, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation o |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39722 L&F ACQUISITION CORP. |
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| July 14, 2022 |
EX-99.1 2 ny20001834x38ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 L&F Acquisition Corp. and ZeroFox, Inc. Announce Effectiveness of Registration Statement and August 2, 2022 Extraordinary General Meeting to Approve Business Combination WASHINGTON & CHICAGO – July 14, 2022 – L&F Acquisition Corp. (“LNFA”) (NYSE American: LNFA), a special purpose acquisition company, and ZeroFox, Inc. (“ZeroFox”), an ente |
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| July 14, 2022 |
425 1 ny20001834x38425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other j |
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| July 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or |
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| July 14, 2022 |
Exhibit 99.1 L&F Acquisition Corp. and ZeroFox, Inc. Announce Effectiveness of Registration Statement and August 2, 2022 Extraordinary General Meeting to Approve Business Combination WASHINGTON & CHICAGO ? July 14, 2022 ? L&F Acquisition Corp. (?LNFA?) (NYSE American: LNFA), a special purpose acquisition company, and ZeroFox, Inc. (?ZeroFox?), an enterprise software-as-a-service leader in external |
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| July 14, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262570 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF L&F ACQUISITION CORP. PROSPECTUS FOR 56,035,501 SHARES OF COMMON STOCK AND 16,213,430 WARRANTS OF L&F ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED ZEROFOX HOLDINGS, INC. IN CONNECTION WITH THE |
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| July 12, 2022 |
L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 July 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Blaise Rhodes, Doug Jones, Jennie Beysolow, Erin Jaskot Re: L&F Acquisition Corp. Registration Statement on Form S-4 (the ?Registration Statement?) Fil |
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| July 11, 2022 |
25 1 brhc1003958025.htm 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39722 L&F Acquisition Corp. The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is li |
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| July 7, 2022 |
Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a transcript from an investor presentation given during the Stifel Cross Sector Insight Conference held on June 7-9, 202 |
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| July 7, 2022 |
Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a transcript from an investor presentation given during the Jefferies Software Conference held on June 1-2, 2022, and ma |
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| July 1, 2022 |
As filed with the United States Securities and Exchange Commission on June 30, 2022. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on June 30, 2022. |
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| July 1, 2022 |
Exhibit 10.24 Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. 24361819Q0007 United States Office of Personnel Management Office of Procurement Operations CREDIT MONITORING AND IDENTITY PROTECTION SERVICES RFQ Number: 24361819Q0007 REVISED December 3, 2018 U.S. Of |
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| June 30, 2022 |
L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 June 30, 2022 CORRESP 1 filename1.htm L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 June 30, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Blaise Rhodes, Doug Jones, Jennie Beysolow, Erin Jaskot Re: L&F Acquisition Corp. Amendment No. 3 to Registration Statemen |
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| June 16, 2022 |
EX-FILING FEES 7 ny20001834x23ex107.htm EXHIBIT 107 Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 (Form Type) L&F Acquisition Corp. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(12) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering |
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| June 16, 2022 |
425 1 ny20001834x30425.htm 425 Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a transcript of a podcast interview first made available on June 16, 2022. James Foster, |
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| June 16, 2022 |
As filed with the United States Securities and Exchange Commission on June 15, 2022. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on June 15, 2022. |
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| June 16, 2022 |
EX-99.1 6 ny20001834x23ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 P R O X Y C A R D PRELIMINARY PROXY CARD SUBJECT TO COMPLETION L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF L&F ACQUISITION CORP. YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS T |
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| June 15, 2022 |
L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 June 15, 2022 CORRESP 1 filename1.htm L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 June 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Blaise Rhodes, Doug Jones, Jennie Beysolow, Dietrich King Re: L&F Acquisition Corp. Amendment No. 2 to Registration Statem |
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| June 8, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I. |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or |
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| June 7, 2022 |
L&F Acquisition Corp. Transfers Listing to NYSE American LLC Exhibit 99.1 L&F Acquisition Corp. Transfers Listing to NYSE American LLC NEW YORK, NY, June 7, 2022 – L&F Acquisition Corp. (“LNFA”) (NYSE: LNFA.U, LNFA, LNFA WS), a special purpose acquisition company, announced today that it will transfer its listing to the NYSE American LLC (“NYSE American”), where it has been approved to list. In connection with the transfer, LNFA will voluntarily delist from |
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| June 7, 2022 |
L&F Acquisition Corp. Transfers Listing to NYSE American LLC Exhibit 99.1 L&F Acquisition Corp. Transfers Listing to NYSE American LLC NEW YORK, NY, June 7, 2022 ? L&F Acquisition Corp. (?LNFA?) (NYSE: LNFA.U, LNFA, LNFA WS), a special purpose acquisition company, announced today that it will transfer its listing to the NYSE American LLC (?NYSE American?), where it has been approved to list. In connection with the transfer, LNFA will voluntarily delist from |
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| June 7, 2022 |
falseCHICAGO000182357500018235752022-06-072022-06-070001823575lnfa:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOneHalfOfOneRedeemableWarrantMember2022-06-072022-06-070001823575lnfa:WarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2022-06-072022-06-070001823575lnfa:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember2022-06-072022-06-07 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 2, 2022 |
425 1 ny20001834x27425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdic |
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| June 2, 2022 |
EX-99.1 2 ny20001834x26ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 |
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| June 2, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or organi |
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| June 2, 2022 |
LNFA / L&F Acquisition Corp / Corbin Opportunity Fund, L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Amendment No. 1 L&F Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G53702109 (CUSIP Number) Daniel Friedman General Counsel Corbin Capital Partners, L.P. 590 Madison Avenue, 31st Floor New York, New Y |
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| June 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or organiza |
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| June 1, 2022 |
Exhibit 99.1 |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or organiza |
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| June 1, 2022 |
Exhibit 99.1 |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39722 L&F ACQUISITION CORP. |
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| May 16, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow |
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| May 16, 2022 |
LNFA / L&F Acquisition Corp / Corbin Opportunity Fund, L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* L&F Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G53702109 (CUSIP Number) Daniel Friedman General Counsel Corbin Capital Partners, L.P. 590 Madison Avenue, 31st Floor New York, New York 10022 (212) |
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| May 16, 2022 |
Exhibit 99.4 ASSIGNMENT AGREEMENT Reference is hereby made to the (i) Subscription Agreement entered into between Corbin Opportunity Fund, L.P. (“COF”) and L&F Acquisition Corp. (the “SPAC”) dated December 17, 2021 (the “Share Subscription Agreement”) for the purchase in a private placement of 250,000 shares of the SPAC at a price of $10 per share and (ii) Convertible Note Subscription Agreement e |
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| May 13, 2022 |
As filed with the United States Securities and Exchange Commission on May 12, 2022. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on May 12, 2022. |
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| May 13, 2022 |
EX-FILING FEES 10 ny20001834x21ex107.htm EXHIBIT 107 Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 (Form Type) L&F Acquisition Corp. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(12) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offerin |
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| May 13, 2022 |
EX-99.1 9 ny20001834x21ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 P R O X Y C A R D PRELIMINARY PROXY CARD SUBJECT TO COMPLETION L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF L&F ACQUISITION CORP. YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS T |
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| May 13, 2022 |
www.verify.gov.ky File#: 365354 EX-3.1 2 ny20001834x21ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman L&F Acquisition Corp. (ROC #365354) ("L&F" or the "Company") TAKE NOTICE that by minutes of an extraordinary general meeting of L&F dated 3 May 2022, the following special resolution was passed: 1 Resolution No. 1 RESOLVED, as a special resolut |
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| May 12, 2022 |
L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 May 12, 2022 L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 May 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Blaise Rhodes, Doug Jones, Nicholas Lamparski, Dietrich King Re: L&F Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed |
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| May 4, 2022 |
EX-3.1 2 ny20001834x19ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman L&F Acquisition Corp. (ROC #365354) (“L&F” or the “Company”) TAKE NOTICE that by minutes of an extraordinary general meeting of L&F dated 3 May 2022, the following special resolution was passed: 1 Resolution No. 1 RESOLVED, as a special resolut |
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| May 4, 2022 |
EX-3.1 2 ny20001834x20ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman L&F Acquisition Corp. (ROC #365354) (“L&F” or the “Company”) TAKE NOTICE that by minutes of an extraordinary general meeting of L&F dated 3 May 2022, the following special resolution was passed: 1 Resolution No. 1 RESOLVED, as a special resolut |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or o |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 L&F ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39722 98-1557361 (State or other jurisdiction of incorporation or o |
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| May 3, 2022 |
Filed by L&F Acquisition Corp. pursuant to Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a transcript of a podcast interview first made available on May 2, 2022. Welcome investors to The Absolute Return Podcas |
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| April 27, 2022 |
Filed by L&F Acquisition Corp. pursuant to Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a transcript of a webcast interview first made available on April 26, 2022. John Jannarone: Good afternoon. Thank you fo |
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| April 26, 2022 |
Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following are social media posts first made available on April 25, 2022 and April 26, 2022. ZeroFox, Inc.?s LinkedIn: How are we outf |
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| April 25, 2022 |
Filed by L&F Acquisition Corp. pursuant to Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a press release first made available on April 21, 2022. Outfoxing Cyber Threats: Join ZeroFox CEO, CFO in Fireside Chat |
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| April 19, 2022 |
Filed by L&F Acquisition Corp. pursuant to 425 1 ny20001834x13425.htm 425 Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following are social media posts first made available on April 19, 2022. ZeroFox, Inc.’s LinkedIn: PRO |
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| April 19, 2022 |
Filed by L&F Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: L&F Acquisition Corp. Commission File No. 001-39722 The following is a press release first made available on April 19, 2022. ZeroFox Expands Threat Intelligence Capabilities with Exclusive |
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| April 12, 2022 |
DEF 14A 1 ny20003599x2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| April 8, 2022 |
EX-FILING FEES 28 ny20001834x7ex107.htm EXHIBIT 107.1 Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 (Form Type) L&F Acquisition Corp. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(12) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offeri |
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| April 8, 2022 |
Consent to be Named as a Director Exhibit 99.5 Consent to be Named as a Director In connection with the filing by L&F Acquisition Corp. of the Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a |
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| April 8, 2022 |
Exhibit 10.14 AMENDMENT NO. 1 TO LEASE This Amendment to the Lease Agreement (this ?Amendment?), dated as of March 1, 2021 (?Amendment Date?), is made between 1830 Charles Street, LLC, a Maryland limited liability company (?Landlord?) and ZeroFOX, Inc., a Delaware corporation (?ZeroFOX?). A. The parties previously entered into the Lease Agreement, dated as of February 27, 2016 (as amended, supplem |
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| April 8, 2022 |
L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 April 8, 2022 CORRESP 1 filename1.htm L&F Acquisition Corp. 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 April 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Blaise Rhodes, Doug Jones, Nicholas Lamparski, Dietrich King Re: L&F Acquisition Corp. Registration Statement on Form S-4 |
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| April 8, 2022 |
Consent to be Named as a Director Exhibit 99.6 Consent to be Named as a Director In connection with the filing by L&F Acquisition Corp. of the Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a |
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| April 8, 2022 |
Letter Agreement, dated November 1, 2017, by and between ZeroFox, Inc. and Scott O’Rourke EX-10.22 12 ny20001834x7ex10-22.htm EXHIBIT 10.22 Exhibit 10.22 November 1, 2017 Scott O’Rourke 1311 Hull Street Baltimore, MD 21230 Re: ZeroFox Executive Retention Program - Stock Option Vesting Upon a Change in Control of ZeroFox, Inc. Dear Scott: We are pleased to provide you with this letter agreement (“Letter Agreement”) in recognition of your status as a valued executive of ZeroFox, Inc. (“Z |
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| April 8, 2022 |
Consent to be Named as a Director Exhibit 99.4 Consent to be Named as a Director In connection with the filing by L&F Acquisition Corp. of the Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a |
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| April 8, 2022 |
As filed with the United States Securities and Exchange Commission on April 8, 2022. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on April 8, 2022. |
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| April 8, 2022 |
The ZeroFox, Inc. 2013 Equity Incentive Plan, as amended Exhibit 10.17 ZEROFOX, INC. 2013 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards ZeroFox, Inc., a Delaware corporation (the ?Company?), hereby establishes the ZeroFox, Inc. 2013 Equity Incentive Plan (the ?Plan?). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value a |
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| April 8, 2022 |
Exhibit 10.15 Kevin Reardon 5112 Mintz Lane Ellicott City, MD 21043 Kevin, ZeroFOX, Inc. (?ZeroFOX?) is pleased to make an offer of employment for the position of ZeroFOX Corporate Officer and Chief Operating Officer reporting to the Chief Executive Officer and your place of duty will be at the ZeroFox headquarters in Baltimore, MD. Your position is exempt and your annual On Target Earnings are pr |
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| April 8, 2022 |
Form of Restricted Stock Grant Agreement under the ZeroFox, Inc. 2013 Equity Incentive Plan Exhibit 10.19 ZEROFOX, INC. RESTRICTED STOCK AWARD NOTICE This Restricted Stock Award Notice (this ?Notice?) evidences the award of shares of common stock, par value $0.00001 per share (?Common Stock?), of ZeroFox, Inc., a Delaware corporation (the ?Company?), that have been granted to you, [INSERT NAME], subject to and conditioned upon your agreement to the terms of the attached Restricted Stock |
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| April 8, 2022 |
Lease Agreement, dated February 27, 2016, by and between ZeroFox, Inc. and 1830 Charles Street LLC Exhibit 10.13 LEASE AGREEMENT THIS LEASE AGREEMENT (?Lease?) is made this 27th day of February, 2016, by and between. 1830 CHARLES STREET LLC, a Maryland limited liability company (?Landlord?) and ZEROFOX, INC., a Maryland corporation (?Tenant?). WITNESSETH, that for good and valuable consideration, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the land, together with t |
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| April 8, 2022 |
Exhibit 10.16 September 30, 2015 Scott O?Rourke 1311 Hull Street Baltimore, MD 21230 [email protected] Dear Scott, ZeroFOX, Inc. (?ZeroFOX?) is pleased to make an offer of employment for the position of Vice President of Commercial Sales reporting to the Chief Executive Officer and your place of duty will be in Baltimore, MD. Your position is Exempt and your annual base salary will be $175,0 |
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| April 8, 2022 |
Exhibit 10.23 December 7, 2021 Redline Capital Fund Universal Investments, a sub-fund of Redline Capital Fund, FCP-FIS 26, avenue Monterey L-2163 Luxembourg Attn: Ms. Tatiana Evtushenkova Re: Redline Capital Fund Universal Investments? Investment in ZeroFox Inc. Ms. Evtushenkova: Reference is made to that certain Amended and Restated Investors? Rights Agreement dated as of September 30, 2020 (as t |
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| April 8, 2022 |
Consent to be Named as a Director Exhibit 99.9 Consent to be Named as a Director In connection with the filing by L&F Acquisition Corp. of the Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a |
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| April 8, 2022 |
Consent to be Named as a Director Exhibit 99.2 Consent to be Named as a Director In connection with the filing by L&F Acquisition Corp. of the Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a |
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| April 8, 2022 |
Letter Agreement, dated April 24, 2020, by and between ZeroFox, Inc. and Kevin Reardon Exhibit 10.21 April 24, 2020 Kevin Reardon 5112 Mintz Lane Ellicott City, MD 21043 Re: ZeroFox Executive Retention Program - Stock Option Vesting Upon a Change in Control of ZeroFox, Inc. Kevin: We are pleased to provide you with this letter agreement (?Letter Agreement?) in recognition of your status as a valued executive of ZeroFox, Inc. (?ZeroFox? or the ?Company?). This Letter Agreement provid |
