L&F Acquisition Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On December 6, 2022, ZeroFox Holdings, Inc. (the "Company") issued a press release announcing its financial results for the period August 4, 2022, through October 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2021, by and among L&F Acquisition Corp., L&F Acquisition Holdings, LLC, ZF Merger Sub, Inc., IDX Merger Sub, Inc., IDX Forward Merger Sub, LLC, ZeroFox, Inc. (“Legacy ZeroFox”), and ID Experts Holdings, Inc. (“IDX”), certain former stockholders of Legacy ZeroFox and IDX, including through the exercise of stock options, are restricted from transferring their shares, subject to certain exceptions, until the date that is 180 days (the “Lock-up Period”) following August 3, 2022 (the “Closing Date”) pursuant to the Amended and Restated Bylaws (the “Bylaws”) of the Company.
Notwithstanding the foregoing, pursuant to Section 6.7 of the Bylaws, if (i) at least 120 days have elapsed since the Closing Date and (ii) the Lock-up Period is scheduled to end during a regularly scheduled blackout period or within five trading days prior to a blackout period, the Lock-up Period will end ten trading days prior to the commencement of the blackout period (the “Blackout-Related Release”).
The Lock-up Period is scheduled to end on January 30, 2023, which is during a blackout period, and therefore, pursuant to Section 6.7 of the Bylaws, there would have been a Blackout-Related Release on December 30, 2022.
On December 6, 2022, the Board of Directors of the Company amended and restated the Company’s Bylaws, effective on that date. The amendments to the Bylaws (i) provide that the Lock-up Period shall end 180 days following the Closing Date (or January 30, 2023) and remove the Blackout-Related Release provisions, (ii) address in Sections 2.4 and 2.12 matters regarding nominations of directors and solicitations of proxies, including compliance with Rule 14a-19 (the universal proxy rules) under the Securities Exchange Act of 1934, as amended, and (iii) conform Section 2.13 regarding availability of the list of stockholders entitled to vote at a meeting of stockholders to the requirements of the Delaware General Corporation Law, as recently amended.
The foregoing summary and description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
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3.1 |
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Amended and Restated Bylaws of ZeroFox Holdings, Inc., as of December 6, 2022 |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ZEROFOX HOLDINGS, INC. |
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Date: December 6, 2022 |
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By: |
/s/ Timothy S. Bender |
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Name: |
Timothy S. Bender |
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Title: |
Chief Financial Officer |
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