L&F Acquisition Corp.

This is a take-private that ends public ownership of a 2022 de-SPAC, so the remaining question for holders is the price rather than the strategy. Support agreements lock up only about 9.3% of the shares, which means approval genuinely depends on unaffiliated stockholders and leaves room for opposition, unlike deals where founders control a majority. Holders of the ZFOXW public warrants face the sharper outcome: warrants in a cash merger are typically settled or cancelled under their agreement terms rather than converted, and out-of-the-money warrants usually expire worthless.

$1.14 in cash is the whole of what a public holder receives, and the merger cannot complete unless holders of at least a majority of the outstanding shares adopt the merger agreement — so an abstention or an uninstructed street-name holding counts as a vote against, and banks and brokers cannot vote without instructions. A special committee of independent directors made the recommendation the full board then adopted unanimously. Holders who properly exercise and validly perfect appraisal rights take payment under those rights instead. The meeting date is left blank.

Two acquisitions are being voted on as one transaction: ZF Merger Sub, Inc., IDX Merger Sub, Inc. and IDX Forward Merger Sub, LLC are all direct wholly-owned subsidiaries of L&F Holdings, and the agreement defines ZeroFox and IDX together as the Target Companies, with separate ZF and IDX effective times. In the Domestication each then-issued Class A ordinary share and each Class B ordinary share converts one-for-one into New ZeroFox common stock, so part of the registered count is L&F's own capital rather than consideration.

Two targets closing into one holding structure means two separate effective times, the ZF Effective Time and the IDX Effective Time, and the IDX side uses a two-step merger of its own with a forward merger sub — a structure normally chosen for tax reasons rather than mechanics. Anyone reconstructing the cap table has to allocate the registered shares across both targets rather than one. The Domestication converts each Class A and Class B ordinary share one-for-one into New ZeroFox common stock before either effective time, so those shares are rollover rather than consideration.

There are two targets, not one. The document defines ZeroFox, Inc. and ID Experts Holdings, Inc. together as the Target Companies, and routes them through a single intermediate holding company: ZF Merger Sub, IDX Merger Sub and IDX Forward Merger Sub are each direct subsidiaries of L&F Acquisition Holdings, LLC rather than of L&F itself, and the transaction has separate ZF and IDX effective times. Shareholders vote on the Domestication and the Business Combination as distinct items at an extraordinary general meeting.

This is two acquisitions in one vote, run through three merger subs — ZF Merger Sub, IDX Merger Sub and IDX Forward Merger Sub, all under L&F Acquisition Holdings, LLC — so the shares on the cover cover consideration for two separate companies plus L&F's own converting capital, with no split given on the cover. The cover also carries no Calculation of Registration Fee table, so the 69,958,227 shares and 16,213,430 warrants are the only sizing figures the face of the filing provides.