424B3 1 ny20001834x36_424b3.htm 424B3

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 DOMESTICATION DESCRIBED HEREIN)

The board of directors of L&F Acquisition Corp., a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation (the “Domestication”) prior to the closing (the “Closing”) of the Business Combination) (“L&F”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of December 17, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among L&F, L&F Acquisition Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F (“L&F Holdings”), ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“ZF Merger Sub”), IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“IDX Merger Sub”), IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings (“IDX Forward Merger Sub”), ZeroFox, Inc., a Delaware corporation (“ZeroFox”), and ID Experts Holdings, Inc., a Delaware corporation (“IDX,” and together with ZeroFox, the “Target Companies”), a copy of which is attached to this proxy statement/prospectus as Annex A. As described in this proxy statement/prospectus, L&F’s shareholders are being asked to consider and vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New ZeroFox” refers to L&F after giving effect to the consummation of the Domestication and the Business Combination.

In connection with the Domestication, prior to the ZF Effective Time and the IDX Effective Time (as such terms are defined below), among other things, (i) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of L&F (the “Class A Ordinary Shares”) will be converted, on a one-for-one basis, into a share of common stock of the post-Domestication Delaware corporation (“New ZeroFox Common Stock”), (ii) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of L&F will be converted, on a one-for-one basis, into a share of New ZeroFox Common Stock, and (iii) each then-issued and outstanding whole warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one share of New ZeroFox Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of November 23, 2020, by and between L&F and Continental Stock Transfer & Trust Company (as amended or amended and restated from time to time). In connection with clauses (i) and (iii) of this paragraph, each issued and outstanding unit of L&F that has not been previously separated into the underlying Class A Ordinary Shares and the underlying L&F warrants will be cancelled and will entitle the holder thereof to one share of New ZeroFox Common Stock and one-half of one New ZeroFox warrant.

Concurrently with the Domestication, (i) the governing documents of L&F will be replaced by governing documents for the Delaware corporation and (ii) L&F will change its name to “ZeroFox Holdings, Inc.”

On the date of Closing, following the Domestication, (i) ZF Merger Sub will merge with and into ZeroFox (the “ZF Merger”), with ZeroFox being the surviving company in the ZF Merger and continuing (immediately following the ZF Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the time that the ZF Merger becomes effective being referred to as the “ZF Effective Time”), (ii) immediately following the ZF Merger, IDX Merger Sub will merge with and into IDX (the “IDX Merger”), with IDX being the surviving company in the IDX Merger (referred to herein as “Transitional IDX Entity”) and continuing (immediately following the IDX Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the time that the IDX Merger becomes effective being referred to as the “IDX Effective Time”), and (iii) immediately following the IDX Merger, Transitional IDX Entity will merge with and into IDX Forward Merger Sub (the “IDX Forward Merger,” and together with the ZF Merger and IDX Merger, the “Mergers”), with IDX Forward Merger Sub being the surviving company in the IDX Forward Merger and continuing (immediately following the IDX Forward Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the time that the IDX Forward Merger becomes effective being referred to as the “Effective Time”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) at the ZF Effective Time, (a) each share of ZeroFox common stock (including shares of ZeroFox restricted stock) issued and outstanding immediately prior to the ZF Effective Time (after giving effect to the ZF Mandatory Conversion and other than ZF Dissenting Shares and ZF Cancelled Shares (each term as defined in this proxy statement/prospectus)) will be automatically cancelled, extinguished and converted into the right to receive a fraction of a share of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement on the basis of a pre-money enterprise value of ZeroFox of $866,250,000 on a fully-diluted basis and a price of $10.00 per share of New ZeroFox Common Stock (as described in further detail in this proxy statement/prospectus, the “ZF Closing Stock Per Share Consideration”), (b) each issued, outstanding and unexercised warrant to purchase shares of ZeroFox common stock or preferred stock as of immediately prior to the ZF Effective Time will be assumed and converted into a comparable warrant to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the ZF Closing Stock Per Share Consideration, (c) each outstanding and unexercised option to purchase shares of ZeroFox common stock (whether vested or unvested) as of immediately prior to the ZF Effective Time will be assumed and converted into a comparable option to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the ZF Closing Stock Per Share Consideration; and (ii) at the IDX Effective Time, (a) each share of common stock and preferred stock of IDX issued and outstanding immediately prior to the IDX Effective Time (other than IDX Dissenting Shares and IDX Cancelled Shares (each term as defined in this proxy statement/prospectus)) will be automatically cancelled, extinguished and converted into the right to receive (A) for common stock and series A-1 and series A-2 preferred stock, a fraction of a share of New ZeroFox Common Stock, (B) for common stock and series A-1 and series A-2 preferred stock, a portion of $50,000,000 in cash consideration (subject to certain adjustments for cash, working capital, debt and transaction expenses, and net of liquidation preferences, as provided in the Business Combination Agreement), and (C) for series A-1, series A-2 and series B preferred stock, a liquidation preference amount of $0.361 per share, in each case, in accordance with the Business Combination Agreement and on the basis of a pre-money enterprise value of IDX of $338,750,000 on a fully-diluted basis and a price of $10.00 per share of New ZeroFox Common Stock (as described in further detail in this proxy statement/prospectus), (b) each issued, outstanding and unexercised warrant to purchase shares of IDX common stock or preferred stock as of immediately prior to the IDX Effective Time will be assumed and converted into a comparable warrant to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the IDX Total Per Share Consideration or IDX Total Preferred Per Share Consideration (each such term as defined in this proxy statement/prospectus), as applicable, and (c) each outstanding and unexercised option to purchase shares of IDX common stock (whether vested or unvested) as of immediately prior to the IDX Effective Time will be assumed and converted into a comparable option to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the IDX Total Per Share Consideration.

The Class A Ordinary Shares and the public warrants of L&F are currently listed on the NYSE American LLC (the “NYSE American”) under the symbols “LNFA” and “LNFA WS,” respectively. L&F will apply for listing, to be effective at the time of the Closing of the Business Combination, of New ZeroFox Common Stock and the warrants of New ZeroFox on the Nasdaq Stock Market LLC (“Nasdaq”) under the proposed symbols “ZFOX” and “ZFOXW,” respectively. It is a condition of the consummation of the Business Combination that L&F receive confirmation from Nasdaq (or the New York Stock Exchange (the “NYSE”) if L&F's listing with Nasdaq is not effected) that the shares of New ZeroFox to be issued in connection with the Business Combination have been listed or approved for listing on Nasdaq (or the NYSE), subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that L&F will obtain such approval from Nasdaq or the NYSE. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

The proxy statement/prospectus provides shareholders of L&F with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of L&F. We encourage you to read the entire proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 62 of the proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The proxy statement/prospectus is dated July 14, 2022, and is first being mailed to L&F’s shareholders on or about July 14, 2022.

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L&F Acquisition Corp.

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Dear L&F Acquisition Corp. Shareholders:

You are cordially invited to attend an Extraordinary General Meeting of L&F Acquisition Corp., a Cayman Islands exempted company (“L&F”), which will be held on August 2, 2022 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

Due to the current novel coronavirus (“COVID-19”) global pandemic, there may be restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the meeting to be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting L&F’s investor relations department at info@lfacquisitioncorp.com by 9:00 a.m., Eastern Time, on July 29, 2022 (two business days prior to the meeting date).

On December 17, 2021, L&F, L&F Acquisition Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F (“L&F Holdings”), ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“ZF Merger Sub”), IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“IDX Merger Sub”), IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings (“IDX Forward Merger Sub”), ZeroFox, Inc., a Delaware corporation (“ZeroFox”), and ID Experts Holdings, Inc., a Delaware corporation (“IDX,” and together with ZeroFox, the “Target Companies”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), contemplating several transactions in connection with which L&F will become the parent company of the Target Companies.

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as such term is defined below), prior to the ZF Effective Time and the IDX Effective Time (as such terms are defined below), among other things, (i) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share of L&F (the “Class A Ordinary Shares”), will be converted, on a one-for-one basis, into a share of common stock of the post-Domestication Delaware corporation (“New ZeroFox Common Stock”), (ii) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share of L&F (the “Class B Ordinary Shares”), will be converted, on a one-for-one basis, into a share of New ZeroFox Common Stock, and (iii) each then-issued and outstanding whole warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one share of New ZeroFox Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of November 23, 2020, by and between L&F and Continental Stock Transfer & Trust Company (as amended or amended and restated from time to time).

At the Shareholder Meeting, L&F shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (the “Business Combination”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(a)

On the Closing Date (as such term is defined in the accompanying proxy statement/prospectus), prior to the consummation of the Mergers (as such term is defined below), (A) L&F will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the

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“Domestication”), upon which L&F will change its name to “ZeroFox Holdings, Inc.” (“New ZeroFox”) (for further details, see the section titled “Proposal No. 3 — The Domestication Proposal” in the accompanying proxy statement/prospectus), (B) each outstanding Class A Ordinary Share and Class B Ordinary Share will be converted, on a one-for-one basis, into one share of New ZeroFox Common Stock, and (C) the governing documents of L&F will be replaced by governing documents for the Delaware corporation.

(b)

On the Closing Date, following the Domestication, (i) ZF Merger Sub will merge with and into ZeroFox (the “ZF Merger”), with ZeroFox being the surviving company in the ZF Merger and continuing (immediately following the ZF Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the time that the ZF Merger becomes effective being referred to as the “ZF Effective Time”), (ii) immediately following the ZF Merger, IDX Merger Sub will merge with and into IDX (the “IDX Merger”), with IDX being the surviving company in the IDX Merger (referred to herein as “Transitional IDX Entity”) and continuing (immediately following the IDX Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the time that the IDX Merger becomes effective being referred to as the “IDX Effective Time”), and (iii) immediately following the IDX Merger, Transitional IDX Entity will merge with and into IDX Forward Merger Sub (the “IDX Forward Merger,” and together with the ZF Merger and IDX Merger, the “Mergers”), with IDX Forward Merger Sub being the surviving company in the IDX Forward Merger and continuing (immediately following the IDX Forward Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the time that the IDX Forward Merger becomes effective being referred to as the “Effective Time”).

(c)

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) at the ZF Effective Time, (a) each share of ZeroFox common stock (including shares of ZeroFox restricted stock) issued and outstanding immediately prior to the ZF Effective Time (after giving effect to the ZF Mandatory Conversion and other than ZF Dissenting Shares and ZF Cancelled Shares (each term as defined in the accompanying proxy statement/prospectus)) will be automatically cancelled, extinguished and converted into the right to receive a fraction of a share of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement on the basis of a pre-money enterprise value of ZeroFox of $866,250,000 on a fully-diluted basis and a price of $10.00 per share of New ZeroFox Common Stock (as described in further detail in the accompanying proxy statement/prospectus, the “ZF Closing Stock Per Share Consideration”), (b) each issued, outstanding and unexercised warrant to purchase shares of ZeroFox common stock or preferred stock as of immediately prior to the ZF Effective Time will be assumed and converted into a comparable warrant to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the ZF Closing Stock Per Share Consideration, (c) each outstanding and unexercised option to purchase shares of ZeroFox common stock (whether vested or unvested) as of immediately prior to the ZF Effective Time will be assumed and converted into a comparable option to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the ZF Closing Stock Per Share Consideration; and (ii) at the IDX Effective Time, (a) each share of common stock and preferred stock of IDX issued and outstanding immediately prior to the IDX Effective Time (other than IDX Dissenting Shares and IDX Cancelled Shares (each term as defined in the accompanying proxy statement/prospectus)) will be automatically cancelled, extinguished and converted into the right to receive (A) for common stock and series A-1 and series A-2 preferred stock, a fraction of a share of New ZeroFox Common Stock, (B) for common stock and series A-1 and series A-2 preferred stock, a portion of $50,000,000 in cash consideration (subject to certain adjustments for cash, working capital, debt and transaction expenses, and net of liquidation preferences, as provided in the Business Combination Agreement), and (C) for series A-1, series A-2 and series B preferred stock, a liquidation preference amount of $0.361 per share, in each case, in accordance with the Business Combination Agreement and on the basis of a pre-money enterprise value of IDX of $338,750,000 on a fully-diluted basis and a price of $10.00 per share of New ZeroFox Common Stock (as described in further detail in the accompanying proxy statement/prospectus), (b) each issued, outstanding and unexercised warrant to purchase shares of IDX common stock or preferred stock as of immediately prior to the IDX Effective Time will be assumed and converted into a comparable warrant to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the IDX Total Per Share

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Consideration or IDX Total Preferred Per Share Consideration (each such term as defined in the accompanying proxy statement/prospectus), as applicable, and (c) each outstanding and unexercised option to purchase shares of IDX common stock (whether vested or unvested) as of immediately prior to the IDX Effective Time will be assumed and converted into a comparable option to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the IDX Total Per Share Consideration.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, L&F entered into subscription agreements (the “Common Equity Subscription Agreements”) with certain investors (the “Common Equity PIPE Investors”), including, among others, L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F), GCP-OI I, LLC (an entity affiliated with Adam Gerchen, our chief executive officer and a director of L&F), JCH Investments LLC (an entity affiliated with Jeffrey C. Hammes, the chairman of our board of directors), certain existing shareholders of ZeroFox (including funds affiliated with New Enterprise Associates and Highland Capital, and Alsop Louie Partners (the “ZeroFox Investors”)), and certain existing shareholders of IDX (including funds affiliated with Blue Venture Fund, Peloton Equity and ForgePoint Capital (the “IDX Investors”)). Pursuant to the Common Equity Subscription Agreements, the Common Equity PIPE Investors agreed to subscribe for and purchase, and L&F agreed to issue and sell to such investors, on the Closing Date, an aggregate of 2,000,000 shares of New ZeroFox Common Stock in exchange for an aggregate purchase price of $20,000,000 (the “Common Equity PIPE Financing”). The New ZeroFox Common Stock to be issued pursuant to the Common Equity Subscription Agreements will be issued in a private placement not registered under the Securities Act of 1933, as amended (the “Securities Act”). L&F has agreed to grant the Common Equity PIPE Investors certain registration rights in connection with the Common Equity PIPE Financing. The Common Equity PIPE Financing is contingent upon, among other things, the Closing of the Business Combination.

In addition, on December 16, 2021, the ZeroFox Investors purchased PIK promissory notes issued by ZeroFox (the “ZeroFox PIK Promissory Notes”) for an aggregate purchase price of $5,000,000. Such ZeroFox PIK Promissory Notes accrue interest that will be paid-in-kind at a rate of 5.0% per annum and mature upon the earlier of the Closing and the one-year anniversary of the date of issuance. If the Closing occurs, the repayment of the original principal amount of the ZeroFox PIK Promissory Notes may be offset against amounts owed by the ZeroFox Investors under their Common Equity Subscription Agreements. In addition, if the Closing occurs, any portion of the Closing cash consideration to which the IDX Investors are entitled in connection with the consummation of the Business Combination may be reduced to fund the subscription amounts the IDX Investors would otherwise be required to pay pursuant to the Common Equity Subscription Agreements.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, L&F entered into convertible notes subscription agreements (the “Convertible Notes Subscription Agreements”) with Monarch Alternative Capital LP, L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F) and an affiliate of Corbin Capital Partners, LP (collectively, the “Convertible Notes Investors”), in respect of $150,000,000 aggregate principal amount of unsecured convertible notes due 2025 (the “Notes”) to be issued in connection with the Closing of the Business Combination (the “Convertible Notes Financing”). The principal terms of the Notes are set forth in the form of indenture attached as an exhibit to the Convertible Notes Subscription Agreements (a form of which is attached as Annex E to the accompanying proxy statement/prospectus), which indenture will be entered into by L&F, the guarantors party thereto and the indenture trustee (the “Indenture”), and the form of global note attached thereto. The Notes will bear interest at a rate of 7.00% per annum, payable quarterly in cash; provided, that the issuer may elect to pay interest in kind at a rate of 8.75% per annum. The Notes will be convertible at an initial conversion price of $11.50 per share, subject to customary anti-dilution adjustments, including with respect to stock-splits and stock dividends, dividends and other distributions, above-market tender offers, below-market rights offerings and spin-offs (the “Conversion Price”), and will mature on the date that is three years following the closing of the Convertible Notes Financing. New ZeroFox may, at its election, force conversion of the Notes after the first anniversary of the issuance of the Notes (the “Conversion Trigger Date”), subject to a holder’s prior right to convert, if the volume-weighted average trading price of the New ZeroFox Common Stock (x) for the first year after the Conversion Trigger Date, is greater than or equal to 150% of the Conversion Price for at least 20 trading days during a period of 30 consecutive trading days and (y) for the second year after the Conversion Trigger Date, is greater than or equal to 130% of the

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Conversion Price for at least 20 trading days during a period of 30 consecutive trading days. Upon conversion of any Note, New ZeroFox shall have the option to settle the conversion in cash, shares of New ZeroFox Common Stock or a combination of both. Each holder of a Note will have the right to cause New ZeroFox to repurchase for cash all or a portion of the Notes held by such holder at any time upon the occurrence of a “fundamental change”, a customary definition provided in the Indenture, at a price equal to par plus accrued and unpaid interest. In the event of a conversion in connection with a “make-whole fundamental change,” as defined in the Indenture, the Conversion Price will be adjusted by a usual and customary make-whole fundamental change “make-whole table” provided in the Indenture. L&F has agreed to grant the Convertible Notes Investors certain registration rights in connection with the Convertible Notes Financing. The Convertible Notes Financing is contingent upon, among other things, the Closing of the Business Combination.

Additionally, in connection with the foregoing and concurrently with the execution of the Business Combination Agreement, (i) L&F, (ii) JAR Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Albert Goldstein and Joseph Lieberman, (iii) ZeroFox, (iv) IDX, and (v) Jeffrey C. Hammes, Adam Gerchen, Tom Gazdziak and Richard Levy (solely for the limited purposes set forth therein), entered into an Amended and Restated Sponsor Support Letter Agreement. On January 31, 2022, (i) L&F, (ii) the Sponsor, Albert Goldstein, Joseph Lieberman and Kurt Summers, Jr. (together with the Sponsor, the “Sponsor Holders”), (iii) ZeroFox, (iv) IDX, and (v) Jeffrey C. Hammes, Adam Gerchen, Tom Gazdziak and Richard Levy (solely for the limited purposes set forth therein), entered into a Second Amended and Restated Sponsor Support Letter Agreement (the “Sponsor Support Letter Agreement”). Pursuant to the Sponsor Support Letter Agreement, the Sponsor Holders have agreed to subject an aggregate of 1,293,750 shares of New ZeroFox Common Stock held by such Sponsor Holders to an earnout, whereby such shares will be forfeited unless the following volume-weighted average share price thresholds are met in trading or are deemed to occur in connection with a Change of Control (as defined in the Business Combination Agreement) within five years from the Closing: one-third vesting if the volume-weighted average share price equals or exceeds $12.50; one-third vesting if the volume-weighted average share price equals or exceeds $15.00; and one-third vesting if the volume-weighted average share price equals or exceeds $17.50. In addition, the Sponsor Holders have agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Mergers), (ii) waive the anti-dilution or similar protection with respect to the Founder Shares (as defined in the Sponsor Support Letter Agreement) (whether resulting from the transactions contemplated by the Common Equity PIPE Financing, the Convertible Notes Financing, the Domestication, the Mergers or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, and (iv) not transfer (subject to customary exceptions) any Founder Shares until the earlier of (a) one year after the Closing, (b) the share price equaling or exceeding $12.00 on a volume-weighted average price basis for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, and (c) the completion of a transaction that results in all shareholders having the right to exchange shares for cash, securities or other property.

In addition to the Business Combination Proposal, L&F shareholders are being asked to consider and vote upon (a) a proposal to approve certain amendments to L&F's existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) (the “Articles Amendment Proposal”), (b) a proposal to approve the Domestication (the “Domestication Proposal”), (c) a proposal to approve the proposed certificate of incorporation of New ZeroFox upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Proposed Certificate of Incorporation”), and the proposed bylaws of New ZeroFox upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Bylaws”) (the “Governing Documents Proposal”), (d) on a non-binding advisory basis, proposals related to material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation and Proposed Bylaws (the “Advisory Governing Documents Proposals”), (e) a proposal to approve, for purpose of complying with the NYSE American Company Guide Section 713(a)(ii), the issuance of shares of New ZeroFox Common Stock in connection with the Business Combination, the Common Equity PIPE Financing and the Convertible Notes Financing (the “Listing Proposal”), (f) a proposal to approve and adopt the ZeroFox Holdings, Inc. 2022 Incentive Equity Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex H (the “Incentive Equity Plan Proposal”) (g) a proposal to approve and adopt the ZeroFox Holdings Inc. 2022 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I (the “Employee Stock Purchase Plan Proposal”), (h) a proposal to elect each of the eight (8) directors named in

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the proxy statement/prospectus to serve on the board of directors of New ZeroFox until their respective successors are duly elected and qualified (the “Director Election Proposal”), and (i) a proposal to adjourn the Shareholder Meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”).

The Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) will be presented to the shareholders for a vote only if the Articles Amendment Proposal is approved. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the shareholders. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. The Articles Amendment Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal, though the special resolution contemplated by the Articles Amendment Proposal will be adopted only if the Business Combination Proposal is approved. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal asks shareholders to approve an adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient L&F ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into on or prior to the Closing Date, including the Sponsor Support Letter Agreement, the Common Equity Subscription Agreements, the Convertible Notes Subscription Agreements and the Registration Rights Agreement (as defined in the accompanying proxy statement/prospectus). See the section titled “Proposal No. 2 — The Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of L&F’s Class A Ordinary Shares (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may request that L&F redeem all or a portion of such Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Class A Ordinary Shares even if they vote “For” the Business Combination Proposal. If the Business Combination is not consummated, the Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Class A Ordinary Shares that it holds and timely delivers its shares to Continental, L&F will redeem such Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the L&F IPO (as such term is defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of July 12, 2022, this would have amounted to approximately $10.17 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Class A Ordinary Shares for cash and will no longer own Class A Ordinary Shares. See “Shareholder Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on July 29, 2022 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

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Class A Ordinary Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The Sponsor Holders have, pursuant to the Sponsor Support Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Shareholder Meeting and waive their anti-dilution rights with respect to their Class B Ordinary Shares in connection with the consummation of the Business Combination and the related transactions. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor Holders own approximately 55.7% of the issued and outstanding ordinary shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including the condition that there will be not less than $170,000,000 of available closing acquiror cash, comprised of the aggregate cash proceeds from L&F's trust account, together with the net cash proceeds from the Common Equity PIPE Financing and the Convertible Notes Financing, after deducting any amounts paid to Public Shareholders that exercise their redemption rights in connection with the Business Combination. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

L&F is providing the accompanying proxy statement/prospectus and accompanying proxy card to L&F’s shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by L&F’s shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of L&F’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 62 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of L&F has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to L&F’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of L&F, you should keep in mind that L&F’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections titled “Proposal No. 2 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Articles Amendment Proposal, the Domestication Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by holders of the issued Class B Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the proposals other than the Articles Amendment Proposal, the Domestication Proposal and the Governing Documents Proposal will not require the

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affirmative vote of the Public Shareholders based on the ownership of the Sponsor Holders; however, all proposals other than the Adjournment Proposal will be presented for a vote only if the Articles Amendment Proposal is approved, and each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The Condition Precedent Proposals will be presented to the shareholders for a vote only if the Articles Amendment Proposal is approved. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. The Articles Amendment Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus, though the special resolution contemplated by the Articles Amendment Proposal will be adopted only if the Business Combination Proposal is approved.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO L&F’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. See “Shareholder Meeting— Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash.

On behalf of L&F’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

/s/ Jeffrey C. Hammes
Jeffrey C. Hammes

Chairman of the Board of Directors

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated July 14, 2022 and is first being mailed to the shareholders of L&F on or about July 14, 2022.

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L&F ACQUISITION CORP.

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON AUGUST 2, 2022

To the Shareholders of L&F Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of L&F Acquisition Corp., a Cayman Islands exempted company (“L&F”), will be held on August 2, 2022 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You are cordially invited to attend the Shareholder Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

1.	Proposal No. 1 — The Articles Amendment Proposal — RESOLVED, as a special resolution, that subject to the approval of Proposal No. 2 (the Business Combination Proposal);

(a)	Article 49.2(b) be deleted in its entirety and be replaced with the following new Article 49.2(b):

“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”

(b)	Article 49.4 be deleted in its entirety and be replaced with the following new Article 49.4:

“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”

(c)	the following final sentence of Article 49.5 be deleted in its entirety:

“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”

(d)	the final sentence of Article 49.8 be deleted in its entirety and be replaced with the following new final sentence of Article 49.8:

“The Company shall not provide such redemption in this Article if it would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemption.”

Proposal No. 2 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that L&F’s entry into the Business Combination Agreement, dated as of December 17, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among L&F, L&F Acquisition Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F (“L&F Holdings”), ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“ZF Merger Sub”), IDX

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Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings (“IDX Merger Sub”), IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings (“IDX Forward Merger Sub”), ZeroFox, Inc., a Delaware corporation (“ZeroFox”), and ID Experts Holdings, Inc., a Delaware corporation (“IDX”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of L&F as an exempted company in the Cayman Islands and the transfer by way of continuation and domestication of L&F as a corporation in the State of Delaware (i) ZF Merger Sub will merge with and into ZeroFox (the “ZF Merger”), with ZeroFox being the surviving entity in the ZF Merger and continuing (immediately following the ZF Merger) as a direct, wholly-owned subsidiary of L&F Holdings, (ii) immediately following the ZF Merger, IDX Merger Sub will merge with and into IDX (the “IDX Merger”), with IDX being the surviving entity in the IDX Merger (referred to herein as “Transitional IDX Entity”) and continuing (immediately following the IDX Merger) as a direct, wholly-owned subsidiary of L&F Holdings, and (iii) immediately following the IDX Merger, Transitional IDX Entity will merge with and into IDX Forward Merger Sub (the “IDX Forward Merger”), with IDX Forward Merger Sub being the surviving entity in the IDX Forward Merger and continuing (immediately following the IDX Forward Merger) as a direct, wholly-owned subsidiary of L&F Holdings, and the transactions contemplated thereby (collectively, the “Business Combination”), be approved, ratified and confirmed in all respects.

Proposal No. 3 — The Domestication Proposal — RESOLVED, as a special resolution, that L&F be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, L&F be continued and domesticated as a corporation under the laws of the State of Delaware and, conditional upon, and with effect from, the registration of L&F as a corporation in the State of Delaware, the name of L&F be changed from “L&F Acquisition Corp.” to “ZeroFox Holdings, Inc.”

Proposal No. 4 — The Governing Documents Proposal — RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of L&F currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation and proposed new bylaws (copies of each of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively), including, without limitation, the authorization of the change in authorized share capital as indicated therein and the change of name to “ZeroFox Holdings, Inc.”

5.	Proposal No. 5 — The Advisory Governing Documents Proposals

•

Advisory Governing Documents Proposal 5A — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the authorized share capital of L&F is increased from (i) 500,000,000 Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Class B Ordinary Shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 1,000,000,000 shares of ZeroFox Holdings, Inc. common stock, par value $0.0001 per share, and 100,000,000 shares of ZeroFox Holdings, Inc. preferred stock, par value $0.0001 per share.

•

Advisory Governing Documents Proposal 5B — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the ZeroFox Holdings, Inc. board is authorized to issue any or all shares of ZeroFox Holdings, Inc. preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the ZeroFox Holdings, Inc. board and as may be permitted by the Delaware General Corporation Law.

•

Advisory Governing Documents Proposal 5C — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Court of Chancery of the State of Delaware will be the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless ZeroFox Holdings, Inc. consents in writing to the selection of an alternative forum.

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•

Advisory Governing Documents Proposal 5D — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that any action required or permitted to be taken by the shareholders of ZeroFox Holdings, Inc. must be effected at a duly called annual or special meeting of shareholders of ZeroFox Holdings, Inc. and may not be effected by any consent by such shareholders.

•

Advisory Governing Documents Proposal 5E — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that, subject to the rights of holders of preferred stock of ZeroFox Holdings, Inc., any director or the entire ZeroFox Holdings, Inc. board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of ZeroFox Holdings, Inc. entitled to vote in the election of directors, voting together as a single class.

•

Advisory Governing Documents Proposal 5F — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the proposed new certificate of incorporation may be amended by shareholders in accordance with the voting standards set forth in Article XI, Section 1 of the proposed new certificate of incorporation and the proposed new bylaws may be amended by shareholders in accordance with the voting standards set forth in Article X of the proposed new bylaws.

•

Advisory Governing Documents Proposal 5G — RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the removal of provisions in L&F’s existing amended and restated memorandum and articles of association related to its status as a blank check company that will no longer apply upon the consummation of the Business Combination be approved.

Proposal No. 6 — The Listing Proposal — RESOLVED, as an ordinary resolution, that for the purposes of complying with NYSE American Company Guide Section 713(a)(ii), the issuance of shares of ZeroFox Holdings, Inc. common stock in connection with the Business Combination, the Common Equity PIPE Financing and the Convertible Notes Financing (as such terms are defined in the proxy statement/prospectus) be approved.

7.	Proposal No. 7 — The Incentive Equity Plan Proposal — RESOLVED, as an ordinary resolution, that L&F’s adoption of the ZeroFox Holdings, Inc. 2022 Incentive Equity Plan be approved, ratified and confirmed in all respects.

8.	Proposal No. 8 — The Employee Stock Purchase Plan Proposal — RESOLVED, as an ordinary resolution, that L&F’s adoption of the ZeroFox Holdings, Inc. 2022 Employee Stock Purchase Plan be approved, ratified and confirmed in all respects.

Proposal No. 9 — The Director Election Proposal — RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the ZeroFox Holdings, Inc. board of directors upon the consummation of the Business Combination to serve initial terms as provided in the proposed new certificate of incorporation.

Name of Director			Class of Directorship
Peter Barris			I
Corey M. Mulloy			I
Sean Cunningham			I
Samskriti King			II
Thomas F. Kelly			II
James C. Foster			III
Todd Headley			III
Adam Gerchen			III

10.

Proposal No. 10 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and votes of proxies if, based upon the tabulated votes at the time of the Shareholder Meeting, there are insufficient L&F ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the

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Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal be approved, ratified and confirmed in all respects.

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Condition Precedent Proposals will be presented to the shareholders for a vote only if the Articles Amendment Proposal is approved. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. The Articles Amendment Proposal and the Adjournment Proposal are not conditioned on any other proposal, though the special resolution contemplated by the Articles Amendment Proposal will be adopted only if the Business Combination Proposal is approved.

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the Annexes thereto and accompanying financial statements of L&F, ZeroFox and IDX.

The record date for the Shareholder Meeting for L&F shareholders is May 27, 2022. Only L&F shareholders at the close of business on that date may vote at the Shareholder Meeting or any postponement or adjournment thereof. L&F shareholders are entitled to one vote at the Shareholder Meeting for each L&F Ordinary Share held of record as of the record date.

L&F is providing the accompanying proxy statement/prospectus and accompanying proxy card to L&F’s shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by L&F’s shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of L&F’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the sections titled “Risk Factors” beginning on page 62 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of L&F has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to L&F’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of L&F, you should keep in mind that L&F’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposal No. 2 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

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established at the consummation of the L&F IPO (as such term is defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of July 12, 2022, this would have amounted to approximately $10.17 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Class A Ordinary Shares for cash and will no longer own Class A Ordinary Shares. See “Shareholder Meeting— Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on July 29, 2022 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the outstanding Class A Ordinary Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

JAR Sponsor, LLC, Albert Goldstein, Joseph Lieberman and Kurt Summers (the “Sponsor Holders”) have, pursuant to the Sponsor Support Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Shareholder Meeting and waive their anti-dilution rights with respect to their Class B Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor Holders own approximately 55.7% of the issued and outstanding ordinary shares. See “Proposal No. 2 — The Business Combination Proposal — Related Agreements — The Sponsor Support Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval of each of the Articles Amendment Proposal, the Domestication Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by holders of the issued Class B Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Advisory Governing Documents Proposals are voted upon on a non-binding advisory basis only. The approval of each of the proposals other than the Articles Amendment Proposal, the Domestication Proposal and the Governing Documents Proposal will not require the affirmative vote of the Public Shareholders based on the ownership of the Sponsor Holders; however, all proposals other than the Adjournment Proposal will be presented for a vote only if the Articles Amendment Proposal is approved, and each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

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sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing LNFA.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of L&F Acquisition Corp.,

/s/ Jeffrey C. Hammes
Jeffrey C. Hammes

Chairman of the Board of Directors

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ABOUT THIS PROXY STATEMENT/PROSPECTUS			iii
ADDITIONAL INFORMATION			iii
CERTAIN DEFINED TERMS			iii
TRADEMARKS			ix
MARKET AND INDUSTRY INFORMATION			ix
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			ix
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			31
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF L&F			53
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ZEROFOX			54
SUMMARY HISTORICAL FINANCIAL INFORMATION OF IDX			56
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			58
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION			60
TICKER SYMBOLS AND DIVIDEND INFORMATION			61
RISK FACTORS			62
SHAREHOLDER MEETING			120
PROPOSAL NO. 1 - THE ARTICLES AMENDMENT PROPOSAL			127
PROPOSAL NO. 2 - THE BUSINESS COMBINATION PROPOSAL			129
PROPOSAL NO. 3 - THE DOMESTICATION PROPOSAL			184
PROPOSAL NO. 4 - THE GOVERNING DOCUMENTS PROPOSAL			187
PROPOSAL NO. 5(A)–(G) - THE ADVISORY GOVERNING DOCUMENTS PROPOSALS			189
PROPOSAL NO. 6 - THE LISTING PROPOSAL			196
PROPOSAL NO. 7 - THE INCENTIVE EQUITY PLAN PROPOSAL			198
PROPOSAL NO. 8 - THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL			205
PROPOSAL NO. 9 - THE DIRECTOR ELECTION PROPOSAL			209
PROPOSAL NO. 10 - THE ADJOURNMENT PROPOSAL			211
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			212
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			226
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			236
INFORMATION ABOUT L&F			270
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF L&F			282
BUSINESS OF ZEROFOX			286
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ZEROFOX			303
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDX			324
INDEBTEDNESS			341
MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION			343
EXECUTIVE AND DIRECTOR COMPENSATION			351
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			357
BENEFICIAL OWNERSHIP OF SECURITIES			363
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			367
DESCRIPTION OF SECURITIES			375
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW ZEROFOX SECURITIES			388
APPRAISAL RIGHTS			389
HOUSEHOLDING INFORMATION			390

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TRANSFER AGENT AND REGISTRAR			390
SUBMISSION OF SHAREHOLDER PROPOSALS			390
FUTURE SHAREHOLDER PROPOSALS			390
SHAREHOLDER COMMUNICATIONS			390
LEGAL MATTERS			391
EXPERTS			391
WHERE YOU CAN FIND MORE INFORMATION			391
ENFORCEABILITY OF CIVIL LIABILITY			392
INDEX TO FINANCIAL STATEMENTS			FS-1

ANNEXES
ANNEX A – BUSINESS COMBINATION AGREEMENT			A-1
ANNEX B – CERTIFICATE OF INCORPORATION OF ZEROFOX HOLDINGS, INC.			B-1
ANNEX C – ZEROFOX HOLDINGS, INC. BYLAWS			C-1
ANNEX D – FORM OF COMMON EQUITY SUBSCRIPTION AGREEMENT			D-1
ANNEX E – FORM OF CONVERTIBLE NOTES SUBSCRIPTION AGREEMENT			E-1
ANNEX F – SECOND AMENDED AND RESTATED SPONSOR SUPPORT LETTER AGREEMENT			F-1
ANNEX G – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT			G-1
ANNEX H – ZEROFOX HOLDINGS, INC. 2022 INCENTIVE EQUITY PLAN			H-1
ANNEX I – ZEROFOX HOLDINGS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN			I-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by L&F (File No. 333-262570), constitutes a prospectus of L&F under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of L&F to be issued in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement of L&F under Section 14(a) of the Securities Exchange Act of 1934, as amended, for the Shareholder Meeting of L&F to be held in connection with the Business Combination and related matters and at which L&F shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Business Combination, among other matters. All share and per share information in this proxy statement/prospectus, including the number of Public Shares required to approve the proposals to be voted on, reflect the Extension Amendment Redemptions. See “Summary of the Proxy Statement / Prospectus — The Shareholder Meeting — Quorum and Vote of L&F Shareholders” and “Information about L&F — Extension of Time to Complete a Business Combination.”

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning L&F, without charge, by written request to L&F Acquisition Corp., 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606, or by telephone request at (312) 701-1777; or Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll free), or banks and brokers can call (203) 658-9400, or by emailing LNFA.info@investor.morrowsodali.com, or from the SEC through the SEC website at https://www.sec.gov.

In order for L&F’s shareholders to receive timely delivery of the documents in advance of the Shareholder Meeting to be held on August 2, 2022, you must request the information no later than July 26, 2022 (five business days prior to the date of the Shareholder Meeting).

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “L&F” refer to L&F Acquisition Corp. The terms “New ZeroFox,” “Company”, “combined company” and “post-Business Combination company” refer to ZeroFox Holdings, Inc. and its subsidiaries following the consummation of the Business Combination. The term “ZeroFox” refers to ZeroFox, Inc., together with its subsidiaries, prior to the Business Combination. The term “IDX” refers to ID Experts Holdings, Inc., together with its subsidiary, Identity Theft Guard Solutions, Inc. (“ITGS”), prior to the Business Combination.

In this proxy statement/prospectus, references to:

“Adjournment Proposal” means the proposal as an ordinary resolution, to approve the adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient L&F Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal.

“Advisory Governing Documents Proposals” mean the proposals as ordinary resolutions and on a non-binding advisory basis, to approve certain material differences between the Existing Governing Documents and the Proposed Governing Documents.

“Articles Amendment Proposal” means the proposal as a special resolution that the amendment of the Existing Governing Documents be approved.

“Available Closing Acquiror Cash” means the aggregate cash proceeds from L&F’s Trust Account, together with the net cash proceeds from the Common Equity PIPE Financing and the Convertible Notes Financing, after deducting any amounts paid to Public Shareholders that exercise their redemption rights in connection with the Business Combination.

“Available Closing Acquiror Cash Condition” means the condition to the Closing that the Available Closing Acquiror Cash shall not be less than $170,000,000.

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“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the business combination agreement, dated as of December 17, 2021 by and among L&F, L&F Holdings, the Merger Subs, ZeroFox and IDX, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal as an ordinary resolution, that the Business Combination Agreement, and the consummation of the transactions contemplated thereby be approved, ratified and confirmed in all respects.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Class A Ordinary Shares” or “Public Shares” means the Class A ordinary shares, par value $0.0001 per share, of L&F.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of L&F.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Equity PIPE Financing” means the transactions contemplated by the Common Equity Subscription Agreements, pursuant to which the Common Equity PIPE Investors have collectively committed to subscribe for an aggregate of 2,000,000 shares of New ZeroFox Common Stock for aggregate gross proceeds of $20,000,000 to be consummated in connection with Closing.

“Common Equity PIPE Investors” means the investors in the Common Equity PIPE Financing pursuant to the Common Equity Subscription Agreements.

“Common Equity Subscription Agreements” means the subscription agreements, dated December 17, 2021, entered into between L&F and each of the Common Equity PIPE Investors in connection with the Common Equity PIPE Financing, a form of which is attached hereto as Annex D.

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal, each of which is conditioned on the approval and adoption of each of the others.

“Continental” means Continental Stock Transfer & Trust Company.

“Convertible Notes Financing” means the transactions contemplated by the Convertible Notes Subscription Agreements, pursuant to which the Convertible Notes Investors have collectively committed to subscribe for an aggregate principal amount of $150,000,000 of 7.00%/8.75% Convertible Senior Cash/PIK Toggle Notes with an initial conversion price of $11.50 per share of New ZeroFox Common Stock, on the terms and subject to the conditions set forth in the Convertible Notes Subscription Agreements and the Indenture, to be consummated in connection with Closing.

“Convertible Notes Investors” means investors in the Convertible Notes Financing pursuant to the Convertible Notes Subscription Agreements.

“Convertible Notes Subscription Agreements” means the convertible notes subscription agreements, dated December 17, 2021, entered into between L&F and each of the Convertible Notes Investors in connection with the Convertible Notes Financing, a form of which is attached hereto as Annex E.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal as an ordinary resolution to elect eight (8) directors, effective upon the Closing, to serve staggered three-year terms on the New ZeroFox Board as set forth in the Proposed Certificate of Incorporation, and until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

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“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“Domestication” means the transfer by way of continuation and deregistration of L&F as an exempted company incorporated in the Cayman Islands and the continuation and domestication of L&F as a corporation incorporated in the State of Delaware.

“Domestication Proposal” means the proposal as a special resolution, that the Domestication be approved, ratified and confirmed in all respects.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the time at which the IDX Forward Merger becomes effective.

“Employee Stock Purchase Plan Proposal” means the proposal as an ordinary resolution to approve and adopt the ESPP.

“ESPP” means the ZeroFox Holdings, Inc. 2022 Employee Stock Purchase Plan, a form of which is attached hereto as Annex I.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of L&F (as amended by the Extension Articles Amendment).

“Extension Amendment Proposal” means the proposal presented at the Extension Meeting to amend the amended and restated memorandum and articles of association of L&F to extend the date by which L&F must complete its initial business combination from May 23, 2022 to August 24, 2022.

“Extension Articles Amendment” means the amendment to the amended and restated memorandum and articles of association of L&F as proposed in the Extension Amendment Proposal approved as a special resolution passed at the Extension Meeting.

“Extension Amendment Redemptions” means the redemption by L&F shareholders of 13,824,311 Class A Ordinary Shares in connection with the approval and implementation of the Extension Amendment Proposal.

“Extension Meeting” means the extraordinary general meeting of L&F shareholders held on May 3, 2022 to consider the Extension Amendment Proposal.

“Founder Shares” means the aggregate 4,312,500 Class B Ordinary Shares that are currently owned by the L&F Initial Shareholders, of which 4,202,767 Class B Ordinary Shares are held by the Sponsor, 20,000 Class B Ordinary Shares are held by Albert Goldstein, 50,000 Class B Ordinary Shares are held by Joseph Lieberman and 39,733 Class B Ordinary Shares are held by Kurt Summers, and the New ZeroFox Common Stock that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of L&F’s Domestication as described herein.

“GAAP” means U.S. generally accepted accounting principles.

“Governing Documents Proposal” means the proposal as a special resolution, that upon the Domestication, the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws.

“IDX” means ID Experts Holdings, Inc., a Delaware corporation.

“IDX Capital Stock” means the IDX Common Stock and the IDX Preferred Stock.

“IDX Cancelled Shares” means all shares of IDX Capital Stock held in IDX’s treasury immediately prior to the IDX Effective Time or owned by L&F or IDX Merger Sub immediately prior to the IDX Effective Time, which automatically will be cancelled and will cease to exist at the IDX Effective Time.

“IDX Common Stock” means the common stock of IDX, par value $0.0001 per share.

“IDX Dissenting Shares” means any shares of capital stock of IDX issued and outstanding immediately prior to the Closing and held by a holder who has not voted in favor of the IDX Merger or consented thereto in writing and who has properly exercised and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL, and has not effectively withdrawn or lost such appraisal rights.

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“IDX Effective Time” means the time of the filing of a certificate of merger with Secretary of State of the State of Delaware in order to effect the IDX Merger, or such later time as specified in such certificate of merger, upon which the IDX Merger is consummated.

“IDX Forward Merger Sub” means IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings.

“IDX Forward Merger” means the merger of IDX Transitional Entity with and into IDX Forward Merger Sub.

“IDX Merger” means the merger of IDX Merger Sub with and into IDX.

“IDX Merger Sub” means IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings.

“IDX Preferred Stock” means the preferred stock of IDX (series A-1 preferred stock, par value $0.0001 per share, series A-2 preferred stock, par value $0.0001 per share, and series B preferred stock, par value $0.0001 per share).

“Incentive Equity Plan” means the ZeroFox Holdings, Inc. 2022 Incentive Equity Plan, a form of which is attached hereto as Annex H.

“Incentive Equity Plan Proposal” means the proposal as an ordinary resolution to approve and adopt the Incentive Equity Plan.

“Indenture” means the indenture to be entered into by L&F, the guarantors party thereto and the indenture trustee related to the issuance of an aggregate principal amount of $150,000,000 of 7.00%/8.75% Convertible Senior Cash/PIK Toggle Notes.

“Investment Amount” means, collectively the amounts received in connection with the Common Equity PIPE Financing and the Convertible Notes Financing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“L&F” means L&F Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication.

“L&F Board” means L&F’s board of directors.

“L&F Closing Stock Price” means an amount equal to the volume weighted average price per share rounded to four decimal places (with amounts 0.00005 and above rounded up) of the Class A Ordinary Shares on the NYSE American or NASDAQ, as applicable, for the five consecutive trading days ending with the complete trading day ending three Business Days prior to the Closing Date.

“L&F Holdings” means L&F Acquisition Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F.

“L&F Initial Shareholders” or “Sponsor Holders” means the Sponsor, Albert Goldstein, Joseph Lieberman and Kurt Summers.

“L&F IPO” means L&F’s initial public offering of its units, ordinary shares and warrants pursuant to its registration statement on Form S-1 declared effective by the SEC on November 18, 2020 (SEC File No. 333-249497).

“L&F Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares.

“L&F Parties” means L&F, L&F Holdings and the Merger Subs.

“L&F Private Placement Warrants” means the 5,450,000 warrants held by the Sponsor and the 2,138,430 warrants held by Jefferies LLC that were issued in a private placement at the time of the L&F IPO, each of which is exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share.

“L&F Public Units” means the units issued in the L&F IPO, consisting of one Class A Ordinary Share and one-half of one L&F Public Warrant.

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“L&F Public Warrants” means warrants to acquire Class A Ordinary Shares, issued as part of the L&F Public Units, at an initial exercise price of $11.50 per share.

“L&F Warrant Agreement” means the warrant agreement, dated as of November 23, 2020, by and between L&F and Continental (as amended or amended and restated from time to time).

“L&F Warrants” means the L&F Private Placement Warrants and the L&F Public Warrants.

“Listing Proposal” means the proposal as an ordinary resolution to approve the issuance of more than 20% of L&F’s issued and outstanding ordinary shares in connection with the Business Combination, the Common Equity Financing and the Convertible Notes Financing.

“Mergers” means following the Domestication, (i) the merger of ZF Merger Sub with and into ZeroFox, with ZeroFox being the surviving entity and continuing as a direct, wholly-owned subsidiary of L&F Holdings, (ii) the merger of IDX Merger Sub with and into IDX, with IDX being the surviving entity and continuing as a direct, wholly-owned subsidiary of L&F Holding (“IDX Transitional Entity”), and (iii) the merger of IDX Transitional Entity with and into IDX Forward Merger Sub, with IDX Forward Merger Sub being the surviving entity and continuing as a direct, wholly-owned subsidiary of L&F Holdings.

“Merger Subs” means ZF Merger Sub, IDX Merger Sub and IDX Forward Merger Sub.

“Morrow Sodali” means Morrow Sodali LLC, L&F’s proxy solicitor.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New ZeroFox” or “Company” means ZeroFox Holdings, Inc. (f.k.a. L&F Acquisition Corp.) after the Domestication and the Business Combination.

“New ZeroFox Board” means the board of directors of New ZeroFox.

“New ZeroFox Common Stock” means the common stock, par value $0.0001 per share, of New ZeroFox.

“New ZeroFox Preferred Stock” means the preferred stock, par value $0.0001 per share, of New ZeroFox.

“New ZeroFox Private Placement Warrants” means warrants representing the right to purchase shares of New ZeroFox Common Stock following the Domestication on the same contractual terms and conditions as the L&F Private Placement Warrants.

“New ZeroFox Public Warrants” means the warrants representing the right to purchase shares of New ZeroFox Common Stock following the Domestication on the same contractual terms and conditions as the L&F Public Warrants.

“New ZeroFox Warrants” means the New ZeroFox Private Placement Warrants and the New ZeroFox Public Warrants.

“Notes” means $150,000,000 aggregate principal amount of unsecured convertible notes due in 2025 to be issued in connection with the Convertible Notes Financing.

“NYSE” means the New York Stock Exchange.

“NYSE American” means NYSE American LLC.

“OPM” means the U.S. Office of Personnel Management.

“OPM Contract” means the contract between OPM and IDX, a copy of which has been filed as an exhibit to the registration statement, of which this proxy statement/prospectus forms a part.

“Proposed Bylaws” means the proposed bylaws of New ZeroFox, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New ZeroFox to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex B.

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Public Shareholders” means the holders of Class A Ordinary Shares that were sold in the L&F IPO (whether they were purchased in the L&F IPO or thereafter in the open market).

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“Record Date” means May 27, 2022.

“Redemption” means the redemption of Class A Ordinary Shares for the Redemption Price.

“Redemption Deadline” means 5:00 p.m., Eastern Time, on July 29, 2022 (two business days before the Shareholder Meeting).

“Redemption Price” means the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to L&F to pay L&F’s taxes, divided by the number of then outstanding Class A Ordinary Shares.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Meeting” means the extraordinary general meeting of shareholders of L&F at 10:00 a.m., Eastern Time, on August 2, 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50^th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

“Sponsor” means JAR Sponsor, LLC, a Delaware limited liability company.

“Sponsor Group” means the Sponsor, the L&F directors and officers and entities affiliated with the L&F directors and officers.

“Target Companies” means ZeroFox and IDX.

“Transfer Agent” means Continental.

“Trust Account” means the trust account established at the consummation of the L&F IPO that holds the proceeds of the L&F IPO and is maintained by Continental, acting as trustee.

“ZeroFox” means ZeroFox, Inc., a Delaware corporation.

“ZeroFox Board” means the board of directors of ZeroFox.

“ZeroFox Common Stock” means the common stock of ZeroFox, par value $0.00001 per share.

“ZeroFox Preferred Stock” means the preferred stock of ZeroFox (series Seed preferred stock, par value $0.00001 per share, series A preferred stock, par value $0.00001 per share, series B preferred stock, par value $0.00001 per share, series C preferred stock, par value $0.00001 per share, series C-1 preferred stock, par value $0.00001 per share, series D preferred stock, par value $0.00001 per share, series D-1 preferred stock, par value $0.00001 per share, series D-2 preferred stock, par value $0.00001 per share, and series E preferred stock, par value $0.00001 per share).

“ZF Cancelled Shares” means all shares of ZeroFox Common Stock held in ZeroFox’s treasury immediately prior to the ZF Effective Time or owned by L&F or ZF Merger Sub immediately prior to the ZF Effective Time, which automatically will be cancelled and will cease to exist at the ZF Effective Time.

“ZF Dissenting Shares” means any shares of capital stock of ZeroFox issued and outstanding immediately prior to the Closing and held by a holder who has not voted in favor of the ZF Merger or consented thereto in writing and who has properly exercised and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL, and has not effectively withdrawn or lost such appraisal rights.

“ZF Effective Time” means the time of the filing of a certificate of merger with Secretary of State of the State of Delaware in order to effect the ZF Merger, or such later time as specified in such certificate of merger, upon which the ZF Merger is consummated.

“ZF Mandatory Conversion” means the conversion of the ZeroFox Preferred Stock into shares of ZeroFox Common Stock immediately prior to the Closing.

“ZF Merger” means the merger of ZF Merger Sub with and into ZeroFox.

“ZF Merger Sub” means ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings.

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TRADEMARKS

This proxy statement/prospectus includes references to the trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. L&F does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

MARKET AND INDUSTRY INFORMATION

Information contained in this proxy statement/prospectus concerning the market and the industry in which ZeroFox and IDX compete, including their market positions, general expectations of market opportunities and market sizes, are based on information from various third-party sources, publicly available information, various industry publications, internal data and estimates, and assumptions made by ZeroFox and IDX based on such sources and ZeroFox’s and IDX’s knowledge of the external cybersecurity market and data breach response market. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which ZeroFox and IDX operate and ZeroFox’s and IDX’s respective management’s understanding of industry conditions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such sources have been obtained from sources believed to be reliable. Although we believe that such information is reliable, there can be no assurance as to the accuracy or completeness of such information. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. We have not independently verified any third-party information and each publication speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. The industry in which ZeroFox and IDX operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding L&F’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to the Target Companies has been provided by the Target Companies and their respective management teams, and forward-looking statements include statements relating to the expectations of the Target Companies’ management teams, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•	L&F’s ability to complete the Business Combination, or, if L&F does not consummate the Business Combination, any other initial business combination;

•	L&F’s ability to obtain financing to complete the Business Combination;

•	the expected benefits of the Business Combination;

•	New ZeroFox’s expansion plans and opportunities; and

•	New ZeroFox’s future financial and operating performance after the Business Combination.

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs of L&F’s and the Target Companies’ managements concerning future developments and

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their potential effects on the Business Combination and the Target Companies. There can be no assurance that future developments affecting L&F and the Target Companies will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond L&F’s and the Target Companies’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following list, which summarizes some of the principal risks relating to the Business Combination and L&F’s and the Target Companies’ businesses:

•	the occurrence of any event, change or other circumstance that could delay, impede or prevent the Business Combination or give rise to the termination of the Business Combination Agreement;

•

defects, errors, or vulnerabilities in ZeroFox’s platform, the failure of ZeroFox’s platform to block malware or prevent a security breach, misuse of ZeroFox’s platform, or risks of product liability claims would harm ZeroFox’s reputation and adversely impact the combined company’s business, operating results, and financial condition;

•	if ZeroFox’s enterprise platform offerings do not interoperate with its customers’ network and security infrastructure, or with third-party products, websites or services, the combined company’s results of operations may be harmed;

•	ZeroFox may not timely and cost-effectively scale and adapt its existing technology to meet its customers’ performance and other requirements;

•

ZeroFox’s success depends, in part, on the integrity and scalability of its systems and infrastructure. System interruption and the lack of integration, redundancy and scalability in these systems and infrastructure may adversely affect the combined company’s business, financial condition, and results of operations;

•	ZeroFox has a history of losses, and the combined company may not be able to achieve or sustain profitability in the future;

•

adverse general and industry-specific economic and market conditions and reductions in customer spending, in either the private or public sector, including as a result of geopolitical uncertainty such as the ongoing conflict between Russia and Ukraine, may reduce demand for ZeroFox’s platform or products and solutions, which could harm the combined company’s business, financial condition and results of operations;

•	the COVID-19 pandemic could adversely affect the combined company’s business, operating results, and financial condition;

•	ZeroFox faces intense competition and could lose market share to its competitors, which could adversely affect the combined company’s business, financial condition, and results of operations;

•	if organizations do not adopt cloud, and/or SaaS-delivered external cybersecurity solutions that may be based on new and untested security concepts, the combined company’s ability to grow its business and results of operations may be adversely affected;

•	if ZeroFox fails to adapt to rapid technological change, evolving industry standards and changing customer needs, requirements or preferences, the combined company’s ability to remain competitive could be impaired;

•	the combined company may need to raise additional capital to maintain and expand its operations and invest in new solutions, which capital may not be available on acceptable terms, or at all;

•

one U.S. government customer has accounted for a substantial portion of IDX’s revenues and is expected to account for a substantial portion of the combined company’s revenues following the Business Combination. If IDX’s largest customer does not renew its contract with IDX (or renews at reduced spending levels), or if IDX’s relationship with its largest customer is impaired or terminated, IDX’s revenues could decline, and the combined company’s business, financial condition, and results of operations would be adversely affected; and

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•	other risks and uncertainties discussed elsewhere in this proxy statement/prospectus, including in the section entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a shareholder grants its proxy or instructs how its votes should be cast or voted on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus may adversely affect L&F or the Target Companies.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Shareholder Meeting, including the Business Combination Proposal, you should read this entire document carefully and in its entirety, including the Annexes and accompanying financial statements of L&F, ZeroFox and IDX. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is attached hereto as Annex A and is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

L&F

L&F is a blank check company organized as a Cayman Islands exempted company on November 18, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Our Class A Ordinary Shares and the L&F Public Warrants are currently listed on the NYSE American under the symbols “LNFA” and “LNFA WS,” respectively. Certain of our Class A Ordinary Shares and L&F Public Warrants currently trade as units consisting of one Class A Ordinary Share and one-half of one redeemable L&F Public Warrant, and are listed on the NYSE American under the symbol “LNFA.U.” In connection with the Domestication, the units will automatically separate into their component securities and, as a result, will no longer trade as an independent security. Upon the Domestication, our name will change from “L&F Acquisition Corp.” to “ZeroFox Holdings, Inc.” We intend to list the New ZeroFox Common Stock and New ZeroFox Warrants on Nasdaq under the symbols “ZFOX” and “ZFOXW,” respectively, upon the Closing.

L&F’s principal executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606 and its phone number is (312) 705-2786.

L&F Holdings

L&F Holdings is a Delaware limited liability company and a direct, wholly-owned subsidiary of L&F formed on November 23, 2021. In connection with the Business Combination, L&F Holdings is operating as the holding company and wholly owns each of the Merger Subs. L&F Holdings’ principal executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606 and its phone number is (312) 705-2786.

ZF Merger Sub

ZF Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of L&F Holdings formed on November 23, 2021. In connection with the Business Combination, ZF Merger Sub will merge with and into ZeroFox, with ZeroFox continuing as the surviving company. ZF Merger Sub’s principal executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606 and its phone number is (312) 705-2786.

IDX Merger Sub

IDX Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of L&F Holdings formed on November 23, 2021. In connection with the Business Combination, IDX Merger Sub will merge with and into IDX, with IDX continuing as the surviving company and referred to in this proxy statement/prospectus as “Transitional IDX Entity.” IDX Merger Sub’s principal executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606 and its phone number is (312) 705-2786.

IDX Forward Merger Sub

IDX Forward Merger Sub is a Delaware limited liability company and a direct, wholly-owned subsidiary of L&F Holdings formed on November 23, 2021. In connection with the Business Combination, Transitional IDX Entity will merge with and into IDX Forward Merger Sub immediately after the IDX Merger, with IDX Forward Merger Sub continuing as the surviving company. IDX Forward Merger Sub’s principal executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606, and its phone number is (312) 705-2786.

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ZeroFox

ZeroFox, Inc., a Delaware corporation, is an enterprise cybersecurity software-as-a-service provider of digital attack detection and protection services. ZeroFox’s patented technology collects and processes content, rich media, electronic posts, messages, global intelligence and threat actor activity across the digital landscape, including social media sites, public, deep and dark web forums, mobile app stores and other digital platforms and discrete content sources. Using artificial intelligence-based analysis and threat intelligence capabilities, the ZeroFox platform identifies and remediates targeted phishing attacks, credential and account compromise, data exfiltration and brand hijacking threats. ZeroFox offers its services on a subscription basis.

ZeroFox’s principal executive offices are located at 1834 S. Charles Street, Baltimore, Maryland 21230 and its phone number is (855) 936-9369.

For more information about ZeroFox, see the sections entitled “Business of ZeroFox” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ZeroFox.”

IDX

ID Experts Holdings, Inc., a Delaware corporation, is a data security company that provides data breach response services and identity and privacy protection services to its customers.

IDX’s principal executive offices are located at 10300 SW Greenburg Road, Suite 570, Portland, Oregon 97223, and its phone number is (800) 298-7558.

For more information about IDX, see the sections entitled “Business of ZeroFox—IDX History and Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of IDX.”

Summary of the Business Combination Agreement

Upon the terms and subject to the conditions of the Business Combination Agreement, in accordance with the DGCL, the DLLCA, and other applicable laws, (i) ZF Merger Sub will be merged with and into ZeroFox, with ZeroFox being the surviving entity in the ZF Merger and continuing (immediately following the ZF Merger) as a direct, wholly-owned subsidiary of L&F Holdings, (ii) IDX Merger Sub will be merged with and into IDX, with IDX being the surviving entity in the IDX Merger as the Transitional IDX Entity and continuing (immediately following the IDX Merger) as a direct, wholly-owned subsidiary of L&F Holdings (the “Transitional IDX Entity”), and (iii) Transitional IDX Entity will be merged with and into IDX Forward Merger Sub, with IDX Forward Merger Sub being the surviving entity in the IDX Forward Merger and continuing (immediately following the IDX Forward Merger) as a direct, wholly-owned Subsidiary of L&F Holdings.

Consideration Received under the Business Combination Agreement

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) at the ZF Effective Time, (a) each share of ZeroFox Common Stock (including shares of ZeroFox restricted stock) issued and outstanding immediately prior to the ZF Effective Time (after giving effect to the ZF Mandatory Conversion and other than ZF Dissenting Shares and ZF Cancelled Shares) will be automatically cancelled and extinguished and converted into the right to receive a fraction of a share of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement on the basis of a pre-money enterprise value of ZeroFox of $866,250,000 on a fully-diluted basis and a price of $10.00 per share of New ZeroFox Common Stock (as described in further detail in this proxy statement/prospectus, the “ZF Closing Stock Per Share Consideration”), (b) each issued, outstanding and unexercised warrant to purchase shares of ZeroFox Common Stock or ZeroFox Preferred Stock as of immediately prior to the ZF Effective Time will be assumed and converted into a comparable warrant to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the ZF Closing Stock Per Share Consideration, (c) each outstanding and unexercised option to purchase shares of ZeroFox Common Stock (whether vested or unvested) as of immediately prior to the ZF Effective Time will be assumed and converted into a comparable option to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the ZF Closing Stock Per Share Consideration; and (ii) at the IDX Effective Time, (a) each share of IDX Common Stock and IDX Preferred Stock issued and outstanding immediately prior

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to the IDX Effective Time (other than IDX Dissenting Shares and IDX Cancelled Shares) will be automatically cancelled and extinguished and converted into the right to receive (A) for IDX Common Stock and series A-1 and series A-2 IDX Preferred Stock, a fraction of a share of New ZeroFox Common Stock, (B) for IDX Common Stock and series A-1 and series A-2 IDX Preferred Stock, a portion of $50,000,000 in cash consideration (subject to certain adjustments for cash, working capital, debt and transaction expenses, and net of liquidation preferences, as provided in the Business Combination Agreement), and (C) for series A-1, series A-2 and series B IDX Preferred Stock, a liquidation preference amount of $0.361 per share, in each case, in accordance with the Business Combination Agreement and on the basis of a pre-money enterprise value of IDX of $338,750,000 on a fully-diluted basis and a price of $10.00 per share of New ZeroFox Common Stock (as described in further detail in this proxy statement/prospectus), (b) each issued, outstanding and unexercised warrant to purchase shares of IDX Common Stock or IDX Preferred Stock as of immediately prior to the IDX Effective Time will be assumed and converted into a comparable warrant to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the IDX Total Per Share Consideration or IDX Total Preferred Per Share Consideration (each such term as defined in this proxy statement/prospectus), as applicable, and (c) each outstanding and unexercised option (as of immediately prior to the IDX Effective Time) to purchase shares of IDX Common Stock (whether vested or unvested) will be assumed and converted into a comparable option to purchase shares of New ZeroFox Common Stock determined in accordance with the Business Combination Agreement based on the IDX Total Per Share Consideration.

For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “The Business Combination Proposal — Consideration to be Received in the Business Combination.”

Organizational Structure

The diagram below depicts a simplified version of our organizational structure immediately before and immediately following the completion of the Domestication, the Mergers and the Business Combination.

L&F before the Business Combination

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ZeroFox before the Business Combination

IDX before the Business Combination

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Simplified Organizational Structure after giving effect to the Domestication, Mergers and Business Combination

Following the completion of the Domestication, the Mergers and the Business Combination, as described above, our organizational structure will be what is commonly referred to as a holding and operational company structure. This organizational structure will allow New ZeroFox to retain an indirect equity ownership in each of ZeroFox and IDX through units that it holds in L&F Holdings (to be renamed ZeroFox Holdings, LLC in connection with the Closing), an entity that is disregarded for U.S. federal income tax purposes. The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our organizational structure will give rise to any significant business or strategic benefit or detriment. See the section entitled “Risk Factors — Risks Related to L&F, the Business Combination and the Company” for additional information on our organizational structure.

Equity Ownership Upon Closing

On May 3, 2022, L&F held the Extension Meeting to consider the Extension Amendment Proposal. In connection with the approval and implementation of the Extension Amendment Proposal, holders of 13,824,311 Class A Ordinary Shares properly exercised their right to redeem their shares. As of the date of this proxy

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statement/prospectus (and after giving effect to the Extension Amendment Redemptions), there are (i) 3,425,689 Class A Ordinary Shares issued and outstanding and (ii) 4,312,500 Class B Ordinary Shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there are outstanding 5,450,000 L&F Private Placement Warrants held by the Sponsor, 2,138,430 L&F Private Placement Warrants held by Jefferies and 8,625,000 L&F Public Warrants. Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New ZeroFox Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of the Class A Ordinary Shares are redeemed in connection with the Business Combination), L&F’s fully-diluted share capital (after giving effect to the exercise of all of the L&F Private Placement Warrants and all of the L&F Public Warrants) would be 23,951,619 L&F Ordinary Shares.

The following table illustrates varying ownership levels in New ZeroFox Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 83,222,734 shares of New ZeroFox Common Stock are issued to the ZeroFox shareholders at Closing in both a no redemption scenario and a maximum redemption scenario; (ii) 27,905,045 shares of New ZeroFox Common Stock are issued to the IDX shareholders at Closing in both a no redemption scenario and a maximum redemption scenario; (iii) all outstanding ZeroFox warrants and IDX warrants will be exercised on a cash basis immediately prior to the Closing; (iv) 2,000,000 shares of New ZeroFox Common Stock are issued in the Common Equity PIPE Financing; (v) no New ZeroFox Public Warrants and New ZeroFox Private Placement Warrants issued in connection with the Business Combination to purchase New ZeroFox Common Stock that will be outstanding immediately following Closing have been exercised; (vi) no Notes issued in the Convertible Notes Financing have been converted; and (vii) all outstanding vested and unvested ZeroFox options and IDX options are converted into New ZeroFox Options (as defined in this proxy statement/prospectus) exercisable for shares of New ZeroFox Common Stock.

Based on these assumptions, and assuming that no outstanding Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 120,865,968 shares of New ZeroFox Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New ZeroFox will be different.

For example, there are currently outstanding an aggregate of 16,213,430 L&F Warrants to acquire our Class A Ordinary Shares, which are comprised of 7,588,430 L&F Private Placement Warrants and 8,625,000 L&F Public Warrants sold as part of the L&F Public Units sold in the L&F IPO. Each outstanding L&F Warrant would be exercisable as a New ZeroFox Warrant commencing 30 days following the Closing for one share of New ZeroFox Common Stock. If we assume that each outstanding warrant is exercised and one share of New ZeroFox Common Stock is issued as a result of such exercise, with payment to New ZeroFox of the exercise price of $11.50 per warrant for one share, our fully-diluted share capital would increase by a total of 16,213,430 shares, with $186,454,445 paid to New ZeroFox to exercise the warrants. In addition, an aggregate principal amount of $150,000,000 of Notes will be issued in the Convertible Notes Financing. The Notes may be converted at a conversion price of $11.50 per share of New ZeroFox Common Stock. If we assume that the Notes (excluding any paid-in-kind interest) are converted in full and settled fully in shares, our fully-diluted share capital would increase by a total of 13,043,475 shares.

	Share Ownership in New ZeroFox
	No redemptions⁽¹⁾	Maximum redemptions⁽²⁾
	Percentage of Outstanding Shares	Percentage of Outstanding Shares
L&F Public Shareholders⁽³⁾	2.8%	—
L&F Initial Shareholders⁽⁴⁾	3.6%	3.7%
Common Equity PIPE Investors⁽⁵⁾	1.7%	1.7%
ZeroFox Shareholders⁽⁶⁾	68.9%	70.9%
IDX Shareholders⁽⁷⁾	23.1%	23.8%

(1)	Amounts do not sum due to rounding.

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(2)

Assumes that all 3,425,689 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $34,786,000 (based on the estimated per share redemption price of approximately $10.15 per share) from the Trust Account. As the proceeds (without taking into account offering expenses) from the Common Equity PIPE Financing and the Convertible Notes Financing are expected to satisfy the Available Closing Acquiror Cash Condition, the maximum redemption scenario reflects the redemption of 100% of the Class A Ordinary Shares held by the Public Shareholders; amounts do not sum due to rounding.

(3)	Represents shares of New ZeroFox Common Stock to be issued upon conversion of 3,425,689 Class A Ordinary Shares issued in connection with the L&F IPO.

(4)

Represents shares of New ZeroFox Common Stock to be issued upon conversion of 4,312,500 Class B Ordinary Shares acquired by the L&F Initial Shareholders prior to or in connection with the L&F IPO (including 20,000 shares held by Albert Goldstein, 50,000 shares held by Joseph Lieberman and 39,733 shares currently held by Kurt Summers). Includes 1,293,750 shares of New ZeroFox Common Stock held by the L&F Initial Shareholders under both scenarios that are subject to forfeiture if certain earnout conditions are not satisfied, as the shares are issued and outstanding as of the closing date of the Business Combination.

(5)	Consists of 2,000,000 shares of New ZeroFox Common Stock to be issued in the Common Equity PIPE Financing.

(6)	Includes 1,694,533 shares of New ZeroFox Common Stock to be issued in exchange for shares of ZeroFox Common Stock assumed to be issued upon the cash exercise of ZeroFox warrants prior to the Closing.

(7)	Includes 185,305 shares of New ZeroFox Common Stock to be issued in exchange for shares of IDX Capital Stock assumed to be issued upon the cash exercise of IDX warrants prior to the Closing.

The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New ZeroFox’s share ownership will be after the Closing. For more information about the consideration to be received in the Business Combination, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.”

Conditions to Completion of the Business Combination Agreement

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

•	all applicable waiting periods (and any extensions) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (the “HSR Act”) in respect of the Business Combination will have expired or been terminated (which expired on January 31, 2022);

•	the absence of laws or governmental orders prohibiting the Domestication or the Business Combination;

•	required shareholder approvals of L&F (the requisite shareholder approvals of ZeroFox and IDX having been obtained);

•	the Common Equity PIPE Financing and the Convertible Notes Financing (and the funding of the Investment Amount) will have been consummated or will be consummated substantially concurrently with the Closing in accordance with the terms of the applicable subscription agreements;

•	the effectiveness of the registration statement, of which this proxy statement/prospectus is a part;

•	the listing or approval for listing on Nasdaq or the NYSE of the New ZeroFox Common Stock to be issued or reserved for issuance in connection with the Business Combination;

•

(i) the aggregate net cash proceeds from the Trust Account (after deducting any amounts paid to Public Shareholders that exercise their redemption rights in connection with the Business Combination), together with the net cash proceeds from the Common Equity PIPE Financing and the Convertible Notes Financing, equaling no less than $170,000,000; and (ii) L&F will have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) (the “Tangible Net Assets Condition”). The parties to the Business Combination Agreement have waived the Tangible Net Assets Condition, subject to the approval of the Articles Amendment Proposal and the Business Combination Proposal.

•	the accuracy of the representations and warranties of ZeroFox, IDX and L&F as of the date of the Business Combination Agreement and as of the Closing (subject to customary materiality qualifiers);

•	each of the covenants and agreements of IDX, ZeroFox and L&F to be performed or complied with under the Business Combination Agreement prior to or at Closing having been performed or complied with in all material respects;

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•

no Company Material Adverse Effect (as such term is defined in this proxy statement/prospectus) on the part of ZeroFox or IDX or Acquiror Material Adverse Effect (as such term is defined in this proxy statement/prospectus) on the part of L&F occurring after the date of the Business Combination Agreement and continuing at the Effective Time; and

•	other customary de-SPAC deal conditions.

Other conditions to the obligation of ZeroFox and IDX to consummate the Business Combination include, among others, the condition that the Domestication will have been completed as provided for in the Business Combination Agreement.

For additional information regarding the conditions to the completion of the Business Combination Agreement, see the section in this Proxy Statement entitled “The Business Combination Proposal – Conditions to the Closing of the Business Combination.”

Effect of the Domestication on Existing L&F Equity

The Domestication will result in, among other things, the following, each of which will occur prior to the Effective Time on the Closing Date:

•	each issued and outstanding Class A Ordinary Share will be converted, on a one-for-one basis, into one share of New ZeroFox Common Stock;

•	each issued and outstanding L&F Class B Ordinary Share will be converted, on a one-for-one basis, into one share of New ZeroFox Common Stock;

•	each issued and outstanding L&F Public Warrant and L&F Private Placement Warrant exercisable for one Class A Ordinary Share will be converted, on a one-for-one basis, into one warrant exercisable for one share of New ZeroFox Common Stock; and

•	the governing documents of L&F will be replaced by the Proposed Certificate of Incorporation and the Proposed Bylaws as described in this proxy statement/prospectus and L&F’s name will change to “ZeroFox Holdings, Inc.”

Related Agreements

Sponsor Support Letter Agreement

Concurrently with the execution of the Business Combination Agreement, (i) L&F, (ii) the Sponsor, Albert Goldstein and Joseph Lieberman, (iii) ZeroFox, (iv) IDX, and (v) Jeffrey C. Hammes, Adam Gerchen, Tom Gazdziak and Richard Levy (solely for the limited purposes set forth therein) entered into an Amended and Restated Sponsor Support Letter Agreement. On January 31, 2022, (i) L&F, (ii) the Sponsor Holders, (iii) ZeroFox, (iv) IDX, and (v) Jeffrey C. Hammes, Adam Gerchen, Tom Gazdziak and Richard Levy (solely for the limited purposes set forth therein), entered into a Second Amended and Restated Sponsor Support Letter Agreement, a copy of which is attached hereto as Annex F (the “Sponsor Support Letter Agreement”). Pursuant to the Sponsor Support Letter Agreement, the Sponsor Holders have agreed to subject an aggregate of 1,293,750 shares of New ZeroFox Common Stock held by such Sponsor Holders to an earnout, whereby such shares will be forfeited unless the following volume-weighted average share price thresholds are met in trading or are deemed to occur in connection with a Change of Control (as defined in the Business Combination Agreement) within five years from the Closing: one-third vesting if the volume-weighted average share price equals or exceeds $12.50; one-third vesting if the volume-weighted average share price equals or exceeds $15.00; and one-third vesting if the volume-weighted average share price equals or exceeds $17.50. In addition, the Sponsor Holders have agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Mergers), (ii) waive the anti-dilution or similar protection with respect to the Founder Shares (whether resulting from the transactions contemplated by the Common Equity PIPE Financing, the Convertible Notes Financing, the Domestication, the Mergers or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, and (iv) not transfer (subject to customary exceptions) any Founder Shares until the earlier of (a) one year after the Closing, (b) the share price equaling or exceeding $12.00 on a volume-weighted average price basis for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, and (c) the completion of a transaction that results in all shareholders having the right to exchange shares for cash, securities or other property.

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Common Equity PIPE Financing

Concurrently with the execution of the Business Combination Agreement, L&F entered into subscription agreements (the “Common Equity Subscription Agreements”) with certain investors, including, among others, L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F), GCP-OI I, LLC (an entity affiliated with Adam Gerchen, L&F’s chief executive officer and a director of L&F), JCH Investments LLC (an entity affiliated with Jeffrey C. Hammes, the chairman of the L&F Board), certain existing shareholders of ZeroFox (including funds affiliated with New Enterprise Associates and Highland Capital, and Alsop Louie Partners (the “ZeroFox Investors”)), and certain existing shareholders of IDX (including funds affiliated with Blue Venture Fund, Peloton Equity and ForgePoint Capital (the “IDX Investors”)). Pursuant to the Common Equity Subscription Agreements, the Common Equity PIPE Investors agreed to subscribe for and purchase, and L&F agreed to issue and sell to such investors, on the Closing Date, an aggregate of 2,000,000 shares of New ZeroFox Common Stock in exchange for an aggregate purchase price of $20,000,000.

In addition, if the Closing occurs, any portion of Closing cash consideration to which the IDX Investors are entitled in connection with the consummation of the Business Combination may be reduced to fund the subscription amount the IDX Investors would otherwise be required to pay pursuant to the Common Equity Subscription Agreements.

The closing of the Common Equity PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Common Equity Subscription Agreements provide that L&F will grant the investors in the Common Equity PIPE Financing certain customary registration rights.

Convertible Notes Financing

In connection with signing the Business Combination Agreement, L&F entered into Convertible Notes Subscription Agreements with the Convertible Notes Investors, in respect of $150,000,000 aggregate principal amount of unsecured convertible notes due in 2025 (the “Notes”) to be issued in connection with the Convertible Notes Financing. The principal terms of the Notes are set forth in the form of indenture attached as an exhibit to the Convertible Notes Subscription Agreements, which indenture will be entered into by L&F, the guarantors party thereto and the indenture trustee (the “Indenture”), and the form of global note attached thereto. The Notes will bear interest at a rate of 7.00% per annum, payable quarterly in cash; provided, that the issuer may elect to pay interest in kind at a rate of 8.75% per annum. The Notes will be convertible at an initial conversion price of $11.50 per share, subject to customary anti-dilution adjustments, including with respect to stock-splits and stock dividends, dividends and other distributions, above-market tender offers, below-market rights offerings and spin-offs (the “Conversion Price”), and will mature on the date that is three years following the closing of the Convertible Notes Financing. New ZeroFox may, at its election, force conversion of the Notes after the first anniversary of the issuance of the Notes (the “Conversion Trigger Date”), subject to a holder’s prior right to convert, if the volume-weighted average trading price of the New ZeroFox Common Stock (x) for the first year after the Conversion Trigger Date, is greater than or equal to 150% of the Conversion Price for at least 20 trading days during a period of 30 consecutive trading days and (y) for the second year after the Conversion Trigger Date, is greater than or equal to 130% of the Conversion Price for at least 20 trading days during a period of 30 consecutive trading days. Upon conversion of any Note, New ZeroFox shall have the option to settle the conversion in cash, shares of New ZeroFox Common Stock or a combination of both. Each holder of a Note will have the right to cause New ZeroFox to repurchase for cash all or a portion of the Notes held by such holder at any time upon the occurrence of a “fundamental change”, a customary definition provided in the Indenture (a “Fundamental Change”), at a price equal to par plus accrued and unpaid interest. In the event of a conversion in connection with a make-whole fundamental change, as defined in the Indenture, the Conversion Price will be adjusted by a usual and customary make-whole Fundamental Change “make-whole table” provided in the Indenture. The Indenture includes restrictive covenants that, among other things, will limit

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the ability of New ZeroFox to incur senior debt in excess of $50,000,000, subject to certain qualifications and exceptions set forth in the Indenture. The Indenture also will include customary events of default. The closing of the Convertible Notes Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. L&F has agreed to execute a registration rights agreement for the benefit of the Convertible Notes Investors, providing for customary demand, shelf and piggyback registration rights, substantially similar to the rights granted to the Common Equity PIPE Investors, and otherwise in form and substance acceptable to the Convertible Notes Investors and L&F.

Registration Rights Agreement

At the Closing, New ZeroFox, the Sponsor Holders, Jefferies LLC (“Jefferies”) and certain shareholders of ZeroFox and IDX will enter into an Amended and Restated Registration Rights Agreement, substantially in the form attached hereto as Annex G (the “Registration Rights Agreement”) pursuant to which, among other things, New ZeroFox will grant the other parties customary registration rights with respect to shares of New ZeroFox, and former shareholders of ZeroFox and IDX will be subject to a 180-day lock-up period following execution of the Registration Rights Agreement during which period such shareholders may not transfer their shares (subject to customary exceptions). The lock-up period described above will not apply to any shares acquired in the Common Equity PIPE Financing or shares issuable upon conversion of the Notes.

Proposed Certificate of Incorporation and Proposed Bylaws of New ZeroFox

Prior to the Closing, L&F will amend and restate, subject to receipt of L&F shareholder approval, the Existing Governing Documents by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws.

Proposals to be Submitted at the Shareholder Meeting

The following is a summary of the proposals to be presented to shareholders at the Shareholder Meeting of L&F and certain transactions contemplated by the Business Combination Agreement. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Condition Precedent Proposals will be presented to the shareholders for a vote only if the Articles Amendment Proposal is approved. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. The Articles Amendment Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, though the special resolution contemplated by the Articles Amendment Proposal will be adopted only if the Business Combination Proposal is approved.

The Articles Amendment Proposal

As discussed in this proxy statement/prospectus, L&F is asking its shareholders to approve by special resolution the Articles Amendment Proposal. Prior to presenting any other proposals to shareholders, including the Condition Precedent Proposals, L&F will ask its shareholders to approve the Articles Amendment Proposal, under Cayman Islands law to delete (i) the limitation on share repurchases prior to the consummation of a business combination that would cause L&F's net tangible assets to be less than $5,000,001 following such repurchases, (ii) the limitation that L&F shall not consummate a business combination if it would cause L&F's net tangible assets to be less than $5,000,001 and (iii) the limitation that L&F shall not redeem Public Shares that would cause L&F's net tangible assets to be less than $5,000,001 following such redemptions. The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

We encourage shareholders to carefully consider the information set forth below under “Proposal No. 1– The Articles Amendment Proposal.”

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The Business Combination Proposal

L&F is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, among other things, on the date of the Closing, following the consummation of the Domestication and the Mergers, the Target Companies shall become wholly-owned subsidiaries of New ZeroFox.

For more information about the transactions contemplated by the Business Combination Agreement, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 2 – The Business Combination Proposal” and the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus.

The Domestication Proposal

L&F is asking its shareholders to approve by special resolution the Domestication Proposal. The consummation of the Domestication is a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement. The Domestication Proposal, if approved, will authorize a change of L&F’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while L&F is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the Domestication, New ZeroFox will be governed by the DGCL.

For more information about the Domestication Proposal, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 3 – The Domestication Proposal.”

The Governing Documents Proposal

L&F is asking its shareholders to approve by special resolution the Governing Documents Proposal. L&F will ask its shareholders to approve the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Certificate of Incorporation and Proposed Bylaws, under the DGCL, including the authorization of the change in authorized share capital as indicated therein and the change of name of L&F to “ZeroFox Holdings, Inc.”

For more information about the Governing Documents Proposal, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 4 – The Governing Documents Proposal” and the full text of the Proposed Certificate of Incorporation and Proposed Bylaws of New ZeroFox attached hereto as Annex B and Annex C, respectively.

The Advisory Governing Documents Proposals

L&F is asking its shareholders to approve, by ordinary resolutions and on a non-binding advisory basis, the following governance proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Governing Documents, under the DGCL.

•

Advisory Governing Documents Proposal A — A proposal to increase the authorized share capital of L&F from (i) 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 1,000,000,000 shares of New ZeroFox Common Stock and 100,000,000 shares of New ZeroFox Preferred Stock.

•

Advisory Governing Documents Proposal B — A proposal to authorize the New ZeroFox Board to issue any or all shares of New ZeroFox Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New ZeroFox Board and as may be permitted by the DGCL.

•

Advisory Governing Documents Proposal C — A proposal to adopt Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New ZeroFox consents in writing to the selection of an alternative forum.

•

Advisory Governing Documents Proposal D — A proposal to require that any action required or permitted to be taken by the shareholders of New ZeroFox must be effected at a duly called annual or special meeting of shareholders of New ZeroFox and may not be effected by any consent in writing by such shareholders.

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•

Advisory Governing Documents Proposal E — A proposal to require that, subject to the rights of holders of preferred stock of New ZeroFox, any director or the entire New ZeroFox Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of New ZeroFox entitled to vote in the election of directors, voting together as a single class.

•

Advisory Governing Documents Proposal F — A proposal to approve the amendment provisions in the Proposed Certificate of Incorporation and Proposed Bylaws, which set forth the voting standards by which shareholders of New ZeroFox may approve certain amendments to the Proposed Certificate of Incorporation and Proposed Bylaws, respectively.

•	Advisory Governing Documents Proposal G — A proposal to remove provisions in L&F’s current Existing Governing Documents related to L&F’s status as a blank check company that will no longer apply upon the consummation of the Business Combination.

For more information about the Advisory Governing Documents Proposals, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 5 - The Advisory Governing Documents Proposals” and the full text of the Proposed Certificate of Incorporation and Proposed Bylaws of New ZeroFox attached hereto as Annex B and Annex C, respectively.

The Listing Proposal

L&F is asking its shareholders to approve by ordinary resolution the Listing Proposal. We are seeking shareholder approval for the issuance of New ZeroFox Common Stock in connection with the Business Combination, the Common Equity PIPE Financing and the Convertible Notes Financing pursuant to NYSE American Company Guide Section 713(a)(ii).

For more information about the Listing Proposal, we encourage shareholders to carefully consider the information set out below under “Proposal No. 6 - The Listing Proposal.”

The Incentive Equity Plan Proposal

L&F is asking its shareholders to approve by ordinary resolution the Incentive Equity Plan Proposal. Pursuant to the Incentive Equity Plan, a number of shares of New ZeroFox Common Stock equal to ten per cent (10%) of the shares of New ZeroFox Common Stock that are issued and outstanding as of the Effective Time will be reserved for issuance under the Incentive Equity Plan, subject to annual increase and recycling provisions described in more detail in the Incentive Equity Plan Proposal and in the Incentive Equity Plan.

For more information about the Incentive Equity Plan Proposal, we encourage shareholders to carefully consider the information set out under “Proposal No. 7 - The Incentive Equity Plan Proposal” and the full text of the Incentive Equity Plan attached hereto as Annex H.

The Employee Stock Purchase Plan Proposal

L&F is asking its shareholders to approve by ordinary resolution the Employee Stock Purchase Plan Proposal. Pursuant to the ESPP, a number of shares of New ZeroFox Common Stock equal to two percent (2%) of the number of shares of New ZeroFox Common Stock that are issued and outstanding as of the Effective Time will be reserved for issuance under the ESPP, subject to annual increase and recycling provisions described in more detail in the Employee Stock Purchase Plan Proposal and in the ESPP.

For more information about the Employee Stock Purchase Plan Proposal, we encourage shareholders to carefully consider the information set out in the section entitled “Proposal No. 8 - The Employee Stock Purchase Plan Proposal” and the full text of the ESPP attached hereto as Annex I.

The Director Election Proposal

L&F is asking its shareholders to approve by ordinary resolution the Director Election Proposal.

For more information about the Director Election Proposal, we encourage shareholders to carefully consider the information set out in the section under “Proposal No. 9 - The Director Election Proposal.”

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The Adjournment Proposal

L&F is asking its shareholders to approve by ordinary resolution the Adjournment Proposal to adjourn the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and votes of proxies if, based upon the tabulated L&F Ordinary Shares voted at the time of the Shareholder Meeting, there are insufficient L&F Ordinary Shares represented (either in person or by proxy) to constitute a quorum or to approve the Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal.

For more information about the Adjournment Proposal, we encourage shareholders to carefully consider the information set out under “Proposal No. 10 - The Adjournment Proposal.”

The Shareholder Meeting

Date, Time and Place of the Shareholder Meeting

The Shareholder Meeting of L&F will be held on August 2, 2022 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP (“K&E”) located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Due to the COVID-19 global pandemic, there may be restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the meeting to be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our Existing Governing Documents. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting L&F’s investor relations department at info@lfacquisitioncorp.com by 9:00 a.m., Eastern Time, on July 29, 2022 (two business days prior to the meeting date).

Registering for the Shareholder Meeting

If you are a registered shareholder, you will receive a proxy card from the Transfer Agent. The form contains instructions on how to attend the virtual Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual Shareholder Meeting starting July 28, 2022 at 9:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/lfacquisitioncorp/am2022, and enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing 1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 8345951#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

Voting Power; Record Date

L&F shareholders will be entitled to vote or direct votes to be cast at the Shareholder Meeting if they owned L&F Ordinary Shares at the close of business on May 27, 2022, which is the “record date” for the Shareholder Meeting. Shareholders will have one vote for each L&F Ordinary Share owned at the close of

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business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. The L&F Warrants do not have voting rights. As of the close of business on the record date, there were 7,738,189 L&F Ordinary Shares issued and outstanding, of which 3,425,689 were issued and outstanding Class A Ordinary Shares.

Quorum and Vote of L&F Shareholders

A quorum of L&F shareholders is necessary to hold a valid meeting. A quorum will be present at the Shareholder Meeting if the holders of a majority of the issued and outstanding L&F Ordinary Shares are present (in person or by proxy) or, being a non-natural person, duly represented in person or by proxy at the Shareholder Meeting. Abstentions will be counted as present for purposes of determining a quorum. As of the Record Date for the Shareholder Meeting, 3,869,095 L&F Ordinary Shares would be required to achieve a quorum.

The L&F Initial Shareholders have, pursuant to the Sponsor Support Letter Agreement, agreed to, among other things, vote all of their L&F Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement/prospectus, the L&F Initial Shareholders own approximately 55.7% of the issued and outstanding L&F Ordinary Shares. As a result, as of the Record Date, in addition to the shares of the L&F Initial Shareholders, no additional L&F Ordinary Shares held by Public Shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. The following table reflects the number of Public Shares required to approve each proposal.

Proposal	Approval Standard	Number of Additional Public Shares Required To Approve Proposal
Proposal	Approval Standard	If Only Quorum is Present and All Present Shares Cast Votes	If All Shares Are Present and All Present Shares Cast Votes
Articles Amendment Proposal	Special Resolution ¹	0	846,293
Business Combination Proposal	Ordinary Resolution ²	0	0
Domestication Proposal	Special Resolution¹	0	846,293
Governing Documents Proposal	Special Resolution¹	0	846,293
Each Advisory Governing Documents Proposal	Ordinary Resolution²	0	0
Listing Proposal	Ordinary Resolution²	0	0
Incentive Equity Plan Proposal	Ordinary Resolution²	0	0
Employee Stock Purchase Plan Proposal	Ordinary Resolution²	0	0
Adjournment Proposal	Ordinary Resolution²	0	0

1	Under Cayman law, a special resolution requires the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

2	Under Cayman law, an ordinary resolution requires the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

See “Proposal No. 2 — The Business Combination Proposal — Related Agreements — The Sponsor Support Letter Agreement” for more information related to the Sponsor Support Letter Agreement.

The proposals presented at the Shareholder Meeting require the following votes:

(i)	Articles Amendment Proposal: The approval of the Articles Amendment Proposal requires a special

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resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(ii)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(iii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(iv)

Governing Documents Proposal: The approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(v)

Advisory Governing Documents Proposal: The approval of each of the Advisory Governing Documents Proposals, on a non-binding advisory basis, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(vi)

Listing Proposal: The approval of the Listing Proposal requires an ordinary resolution under Cayman Islands laws, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(vii)

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Class B Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Pursuant to the Sponsor Support Letter Agreement, the L&F Initial Shareholders have agreed to vote their Class B Ordinary Shares in favor of the Director Election Proposal and the election of the director nominees is therefore assured.

(viii)

Incentive Equity Plan Proposal: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(ix)

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(x)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Redemption Rights

Holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any shareholder holding Class A Ordinary Shares may demand that L&F redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $10.17 per share as of July 12, 2022), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, L&F will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own

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these shares following the Business Combination. Additional terms and conditions apply. See the section entitled “Shareholder Meeting — Redemption Rights” of this proxy statement/prospectus for additional information.

Appraisal Rights

L&F Shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. L&F has engaged Morrow Sodali to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholder Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Shareholder Meeting — Revoking Your Proxy.”

Recommendation of the Board

The L&F Board believes that the Business Combination Proposal and the other proposals to be presented at the Shareholder Meeting are in the best interests of L&F and its shareholders and unanimously recommends that its shareholders vote “FOR” the Articles Amendment Proposal, “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Governing Documents Proposal, “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Listing Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholder Meeting.

The existence of financial and personal interests of one or more of L&F’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of L&F and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination”, “Proposal No. 2 — The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” for a further discussion of these considerations.

The L&F Board’s Reasons for the Approval of the Business Combination

The L&F Board, in evaluating the transaction with the Target Companies, consulted with L&F’s management, K&E and Jefferies. In reaching its unanimous resolution (a) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and Domestication, are advisable, fair to and in the best interests of L&F and its shareholders and (b) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, the L&F Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the L&F Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The L&F Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. Individual members of the L&F Board may have given different weight to different factors. This explanation of the reasons for the L&F Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the L&F Board reviewed the results of the due diligence conducted by L&F’s management and advisors, which included:

•	extensive meetings and calls with ZeroFox and IDX management to understand and analyze ZeroFox’s and IDX’s respective businesses;

•	review of diligence materials and interviews conducted by K&E and L&F’s other advisors and, with respect to IDX, Venable LLP and ZeroFox’s other advisors;

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•	review of contracts, material liabilities and other material matters;

•	consultation with L&F’s management and legal counsel and financial advisor;

•	review of ZeroFox’s and IDX’s respective consolidated financial statements;

•	research on industry trends;

•	research on comparable companies;

•	research on comparable transactions; and

•	reviews of certain projections provided by the Target Companies.

The factors considered by the L&F Board included, but were not limited to, the following:

•	the consideration to be offered in connection with the Business Combination, including the amount and type thereof;

•	the Target Companies’ management teams and experience running cybersecurity businesses with a track record of success in driving growth;

•	the Target Companies’ ability to scale their combined platform and provide unique solutions that create barriers to entry with defensible, market-leading positions;

•	the Target Companies’ industry, being a large and expanding market with significant whitespace opportunities, where unmet market needs may be uncovered to create opportunities for innovation;

•	industry tailwinds that drive accelerated growth and further adoption of the Target Companies’ products and solutions;

•	the Target Companies’ financial characteristics, including consistent organic revenue growth with recurring subscription revenue bases and the ability to generate attractive unit economics and returns on capital as New ZeroFox; and

•	the Target Companies’ ability to capitalize on operating leverage and improve margins while executing on numerous, tangible growth initiatives.

In the course of its deliberations, the L&F Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination including, but not limited to the following:

•

the risk that the potential benefits of the Business Combination and Domestication may not be fully achieved, or may not be achieved within the expected timeframe and the significant fees, expenses and time and effort of management associated with completing the Business Combination and Domestication;

•

the risk that the Business Combination and transactions contemplated thereby might not be consummated or completed in a timely manner or that the closing might not occur despite our best efforts, including by reason of a failure to obtain the approval of our shareholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination;

•	the risk that the cost savings and growth initiatives of each Target Company’s long-term growth strategy may not be fully achieved or may not be achieved within the expected timeframe;

•	the risk that changes in the regulatory and legislative landscape or new industry developments may adversely affect the business benefits anticipated to result from the Business Combination;

•

the potential that a significant number of L&F shareholders elect to redeem their Class A Ordinary Shares prior to the consummation of the Business Combination and pursuant to the Existing Governing Documents, which would potentially make the Business Combination more difficult or impossible to complete;

•

the risks and costs to L&F if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in L&F being unable to effect an initial business combination by May 23, 2022 (which date was extended to August 24, 2022 as a result of the adoption of the Extension Amendment Proposal at the Extension Meeting);

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•	competition in the cybersecurity software-as-a-service industry is intense and, as a result, ZeroFox may fail to attract and retain users, which may negatively impact ZeroFox’s operations and growth prospects;

•	economic downturns and market conditions beyond the Target Companies’ control, including a reduction in spending which could adversely affect each Target Company’s business, financial condition, results of operations and prospects;

•

the requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain New ZeroFox’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than each Target Company anticipates;

•	ZeroFox’s cybersecurity software-as-a-service business may be subject to regulatory scrutiny;

•

New ZeroFox may invest in or acquire other businesses, or may invest or spend the proceeds of the Business Combination in ways with which the investors may not agree or which may not yield a return, and New ZeroFox’s business may suffer if it is unable to successfully integrate acquired businesses into its company or otherwise manage the growth associated with multiple acquisitions; and

•	ZeroFox's history of net losses in combination with the fact that the pro forma expectation that New ZeroFox would be cash flow positive.

In addition to considering the factors described above, the L&F Board also considered other factors including, without limitation:

•

the Sponsor, members of the L&F Board and other executive officers of L&F and the Sponsor have interests in the Business Combination Proposal, the other Proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of L&F shareholders generally. For more information on this discussion, see sections entitled “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 2 - Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” of this proxy statement/prospectus; and

•	the various risks associated with the Business Combination, the business of ZeroFox and IDX and the business of L&F, as described in the section entitled “Risk Factors” of this proxy statement/prospectus.

After considering the foregoing potentially negative and potentially positive reasons, the L&F Board concluded, in its business judgment, that the potentially positive reasons relating to the Business Combination, Domestication and the other related transactions outweighed the potentially negative reasons.

Interests of Certain Persons in the Business Combination

In considering the recommendation of the L&F Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors, officers and advisors and the Target Companies’ current owners have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•	the fact that the Sponsor and L&F’s directors and officers have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

•	the fact that the Sponsor Holders are obligated to vote in favor of the Business Combination;

•	the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in L&F’s organizational documents, or any other anti-dilution or similar adjustment rights to which the Sponsor may otherwise be entitled related to or arising from the Business Combination;

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•

the fact that the Sponsor Holders paid an aggregate amount of $25,000 for the Founder Shares, which will convert into 4,312,500 shares of New ZeroFox Common Stock in accordance with the terms of L&F’s organizational documents and such securities will have a significantly higher value at the time of the Business Combination;

•

the fact that the Sponsor paid $5,450,000 for 5,450,000 L&F Private Placement Warrants, each of which is exercisable commencing on the later of 12 months from the closing of the L&F IPO and 30 days following the Closing for one Class A Ordinary Share at $11.50 per share; if we do not consummate an initial business combination by August 24, 2022, then the proceeds from the sale of the L&F Private Placement Warrants will be part of the liquidating distribution to the Public Shareholders and the warrants held by our Sponsor will be worthless;

•

the fact that the L&F Initial Shareholders, including the Sponsor (and certain of L&F’s officers and directors who are members of the Sponsor), have invested in L&F an aggregate of $5,475,000, comprised of the $25,000 purchase price for 4,312,500 Founder Shares and the $5,450,000 purchase price for 5,450,000 L&F Private Placement Warrants. Subsequent to the initial purchase of the Founder Shares by the Sponsor, the Sponsor transferred 20,000 Founder Shares to Mr. Albert Goldstein and 50,000 Founder Shares to Senator Joseph Lieberman at a nominal purchase price of $0.004 per Founder Share prior to the closing of the L&F IPO and 39,733 Founder Shares to Mr. Kurt Summers shortly after his being appointed to the L&F Board in December 2021 for no cash consideration. Assuming a trading price of $10.10 per Class A Ordinary Share and approximately $0.35 per L&F Public Warrant (based upon the respective closing prices of the Class A Ordinary Shares and the L&F Public Warrants on the NYSE American on July 11, 2022), the 4,312,500 Founder Shares and 5,450,000 Private Placement Warrants would have an implied aggregate market value of $45,463,750. Even if the trading price of the shares of New ZeroFox Common Stock were as low as $1.27 per share, the aggregate market value of the Founder Shares alone (without taking into account the value of the L&F Private Placement Warrants) would be approximately equal to the initial investment in L&F by the L&F Initial Shareholders. As a result, the L&F Initial Shareholders are likely to be able to make a substantial profit on their investment in L&F at a time when shares of New ZeroFox Common Stock have lost significant value. On the other hand, if L&F liquidates without completing a business combination before August 24, 2022, the L&F Initial Shareholders will lose their entire investment in L&F;

•	the fact that the Sponsor and L&F’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•	the fact that the L&F Initial Shareholders including the Sponsor (and the L&F’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other L&F shareholders experience a negative rate of return in New ZeroFox;

•

the fact that the L&F Initial Shareholders and L&F’s other current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any L&F Ordinary Shares (other than Public Shares) held by them if L&F fails to complete an initial business combination by August 24, 2022;

•	the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to L&F in an aggregate amount of up to $1,500,000 may be converted into L&F Private Placement Warrants in connection with the consummation of the Business Combination;

•

the fact that the Sponsor and L&F’s officers and directors will lose their entire investment in L&F and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by August 24, 2022. As of the date of this proxy statement/prospectus there are no loans extended, fees due or outstanding out-of-pocket expenses for which the Sponsor and L&F’s officers and directors are awaiting reimbursement;

•

the fact that if the Trust Account is liquidated, including in the event L&F is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify L&F to ensure that the proceeds in the Trust Account are not reduced below $10.15 per L&F Public Share, or such lesser per Public Shares amount as is in the Trust Account on the liquidation date, by the

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claims of prospective target businesses with which L&F has entered into an acquisition agreement or claims of any third party for services rendered or products sold to L&F, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•	the fact that L&F may be entitled to distribute or pay over funds held by L&F outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

•

the fact that (i) L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F), GCP-OI I, LLC (an entity affiliated with Adam Gerchen, our chief executive officer and a director of L&F), JCH Investments LLC (an entity affiliated with Jeffrey C. Hammes, the chairman of the L&F Board) and an affiliate of Corbin Capital Partners, LP, a significant security holders of L&F, have executed and delivered Common Equity Subscription Agreements for an aggregate amount of $10,000,000, (ii) L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F) and an affiliate of Corbin Capital Partners, LP, a significant security holder of L&F, have executed and delivered Convertible Notes Subscription Agreements for an aggregate principal amount of $30,000,000, and (iii) Adam Gerchen (our chief executive officer and director of L&F) is a limited partner in funds managed by Monarch Capital, and that Monarch Capital has executed and delivered a Convertible Notes Subscription Agreement for an aggregate principal amount of $120,000,000;

•

the fact that L&F has agreed to pay Jefferies, L&F’s co-PIPE placement agent and financial advisor, and sole underwriter in the L&F IPO: (i) a cash fee for their services in connection with the L&F IPO in an aggregate amount equal to 5.5% of the gross proceeds of the L&F IPO, with 2.0% of the gross proceeds being paid to the underwriters at the time the L&F IPO was completed and 3.5% of the gross proceeds (i.e., the deferred underwriting fee) being payable, and conditioned, upon consummating an initial business combination; the aggregate underwriting fee is fixed at 5.5% of the gross proceeds from the L&F IPO and will not be adjusted based on the number of shares that are redeemed in connection with the Business Combination; the deferred underwriting fee of $6,037,500 represents approximately 17.6% and 35.2% of the aggregate proceeds from the L&F IPO, net of redemptions (after giving effect to the Extension Amendment Redemptions), in the no redemption and 50% redemption scenarios, respectively; (ii) a placement agency fee as a percentage of the aggregate gross proceeds received or to be received from one or more commitments for financing the Business Combination from sources other than any affiliates of ZeroFox, IDX or L&F, and split with Stifel (defined below); and (iii) financial advisory fees as a fixed amount related to capital markets financial advice and assistance in connection with the Business Combination, as applicable, upon completion of the Business Combination;

•

the fact that, Stifel, Nicolaus & Company, Incorporated (“Stifel”), co-PIPE placement agent for the Common Equity PIPE Financing and a creditor of ZeroFox, will be entitled to receive a placement agency fee as a percentage of the aggregate gross proceeds received or to be received from one or more commitments for financing the Business Combination from sources other than any affiliates of ZeroFox, IDX or L&F, and split with Jefferies, upon completion of the Business Combination;

•

the fact that (i) James C. Foster, Peter Barris, Corey Mulloy, Samskriti King, and Todd Headley, current directors of ZeroFox, (ii) Thomas F. Kelly and Sean Cunningham, current directors of IDX and (iii) Adam Gerchen, current chief executive officer of the Sponsor, are each expected to be directors, and James C. Foster is expected to be the chief executive officer, of New ZeroFox after the consummation of the Business Combination. As such, in the future each of the aforementioned will receive any cash fees, stock options, stock awards or other remuneration that New ZeroFox’s board of directors determines to pay them and any applicable compensation as described under the section titled “Executive and Director Compensation”; and

•

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following the consummation of the Business Combination, the aggregate value of the Sponsor Group’s investment will be approximately $47,988,750, based upon the respective closing prices of the Class A Ordinary Shares and the L&F Public Warrants on the NYSE American on July 11, 2022.

The L&F Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for L&F’s IPO and are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by L&F with any other target business or businesses, and (iii) the Sponsor Group will hold equity interests in New ZeroFox with value that, after the Closing, will be based on the future performance of New ZeroFox Common Stock. In addition, L&F’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the L&F Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the forgoing considerations, the L&F Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the L&F shareholders will receive as a result of the Business Combination. The L&F Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the factors the L&F Board considered in evaluating and recommending the Business Combination to the L&F shareholders, see “Proposal No. 2 - The Business Combination Proposal — The L&F Board's Reasons for the Approval of the Business Combination”, “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine.”

Sponsor Group Beneficial Ownership of L&F Prior to Closing

	Securities held by Sponsor Group	Sponsor Cost at L&F’s Initial Public Offering
Class A Ordinary Shares	—	—
Founder Shares	4,312,500	$25,000
L&F Private Placement Warrants	5,450,000	$5,450,000
Total		$5,475,000

Sponsor Group Beneficial Ownership of New ZeroFox Following the Closing⁽¹⁾

	Securities held by Sponsor Group at Closing	Value per Security as of July 11, 2022	Sponsor Group Cost at Closing	Total Value
New ZeroFox Common Stock Issued Pursuant to the Common Equity PIPE Financing	250,000	$10.10	$2,500,000	$2,525,000
New ZeroFox Common Stock Issued to Holders of Founder Shares	4,312,500⁽²⁾	$10.10	—	$43,556,250
New ZeroFox Private Placement Warrants	5,450,000	$0.35⁽³⁾	—	$1,907,500
Total			$2,500,000	$47,988,750

(1)	Does not include New ZeroFox Common Stock issuable upon conversion of the Notes that are convertible at an initial conversion price of $11.50 per share.

(2)

Includes 1,293,750 shares of New ZeroFox Common Stock which will be subject to an earnout, whereby such shares will be forfeited unless certain volume-weighted average share price thresholds are met in trading or are deemed to occur in connection with a Change of Control (as defined in the Business Combination Agreement) within five years from the Closing. See “Proposal No. 2 — Business Combination Proposal — Related Agreements — The Sponsor Support Letter Agreement” for more information related to the Sponsor Support Letter Agreement.

(3)	Approximately $0.35 based on the closing price of the L&F Public Warrants on July 11, 2022, which was $0.3497.

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their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of L&F Ordinary Shares. In such transactions, the purchase price for the Class A Ordinary Shares will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the Class A Ordinary Shares they acquire in such transactions. However, any Class A Ordinary Shares acquired by the persons described above would not be voted in connection with the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Class A Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Shareholder Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. L&F will file a Current Report on Form 8-K prior to the Shareholder Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Class A Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Class A Ordinary Shares for which L&F has received redemption requests.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of New ZeroFox and its shareholders and what may be best for a director’s personal interests when determining to recommend that Public Shareholders vote for the proposals. See the sections titled “Risk Factors,” “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination”, “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Beneficial Ownership of Securities” for more information and other risks.

Conflicts of Interest and Waiver of Corporate Opportunity Doctrine

Under Cayman Islands law, directors and officers of a Cayman Islands company owe certain duties to the company, including, but not limited to, the following fiduciary duties:

•	duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•	duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•	directors should not improperly fetter the exercise of future discretion;

•	duty to exercise powers fairly as between different classes of shareholders;

•	duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•	duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some

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instances what would otherwise be a breach of this duty can be forgiven or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Existing Governing Documents or alternatively by shareholder approval at general meetings. As detailed below, our Existing Governing Documents provide such permission through a waiver of the corporate opportunities doctrine. The Existing Governing Documents provide that (a) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for our directors and officers, on the one hand, and us, on the other and (b) our directors and officers shall have no duty to communicate or offer any such corporate opportunity to us and shall not be liable to us for breach of any fiduciary duty as a member, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to us. We do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete the Business Combination.

While the Existing Governing Documents included the waiver of corporate opportunities as described in the preceding paragraph, our compliance with such provision did not affect or otherwise limit L&F’s search for an acquisition target. Given the large target universe considered by L&F’s management team, which included initial contact with more than 120 companies and non-disclosure agreements with approximately 15 companies, the L&F Board does not believe that the other fiduciary duties or contractual obligations of L&F’s officers and directors materially affected L&F’s ability to source a potential business combination. Please see “Proposal No. 2 — Business Combination Proposal — Background to the Business Combination” for more information about L&F’s search for targets in the potential business combination.

In addition to those interests of certain persons in the Business Combination listed above, investors should also be aware of the following other conflicts of interest:

•

Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from the Sponsor or an affiliate of the Sponsor (including Victory Park Capital Advisors, LLC) or any of our officers or directors to finance transaction costs in connection with the Business Combination. In particular, affiliate funds associated with Victory Park Capital Advisors, LLC, including (a) L&F Acquisition Holdings Fund, LLC, (b) Corbin ERISA Opportunity Fund, (c) JCH Investments LLC, and (d) GCP-OI I, LLC are participants in the Common Equity PIPE Financing and Convertible Notes Financing. L&F Acquisition Holdings Fund, LLC is affiliated with Richard Levy, a director of L&F. Corbin ERISA Opportunity Fund is an affiliate of Corbin Capital Partners, LP and such entity is an equityholder of our Sponsor. JCH Investments LLC is an entity affiliated with Jeffrey C. Hammes, chairman of the L&F Board. GCP-OI I, LLC is an entity affiliated with L&F’s CEO, Adam Gerchen.

•

Additionally, L&F’s CEO, Adam Gerchen, has a passive and immaterial interest in funds affiliated with Monarch Alternative Capital LP, a participant in the Convertible Notes Financing. For more information on the affiliate financing arrangements in connection with the Business Combination please see “Certain Relationships and Related Party Transactions - L&F Related Party Transactions.”

None of us, our Sponsor, nor any of our officers or directors are affiliated with either ZeroFox or IDX prior to the consummation of the Business Combination. The L&F Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for the L&F IPO and are included in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by L&F with any other target business or businesses, and (iii) the Sponsor Group will hold equity interests in New ZeroFox with value that, after the Closing, will be based on the future performance of New ZeroFox Common Stock. In addition, L&F’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the L&F Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

For more information about the factors the L&F Board considered in evaluating and recommending the Business Combination to the L&F shareholders, see “Proposal No. 2 - The Business Combination Proposal — The L&F Board’s Reasons for the Approval of the Business Combination” and “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

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Certain Other Interests in the Business Combination

In addition to the interests of L&F’s directors and officers in the Business Combination, shareholders should be aware that Jefferies has financial interests that are different from, or in addition to, the interests of our shareholders.

Jefferies was the sole underwriter in the L&F IPO, and, upon consummation of the Business Combination, Jefferies is entitled to $6,037,500 of deferred underwriting commissions. Jefferies agreed to waive its rights to the deferred underwriting commissions held in the Trust Account in the event L&F does not complete an initial business combination within 18 months of the closing of the L&F IPO (as such date may be extended by approval of the L&F shareholders). Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and L&F is therefore required to be liquidated, the underwriter of the L&F IPO, will not receive any of the deferred underwriting commissions and such funds will be returned to L&F’s Public Shareholders upon its liquidation.

As described further below, Jefferies is also providing certain services in connection with the Business Combination and will receive compensation in connection therewith. Jefferies’ receipt of the deferred underwriting commission of $6,037,500 is not dependent on its provision of such services but instead is only conditioned on the completion of an initial business combination within 18 months of the closing of the L&F IPO (as such date may be extended by approval of the L&F shareholders).

Furthermore, Jefferies and Stifel were engaged by L&F as co-placement agents with respect to the Common Equity PIPE Financing and Convertible Notes Financing and solely as relating to Jefferies, as L&F’s financial advisor. L&F decided to retain each of Jefferies and Stifel as co-placement agents for the Common Equity PIPE Financing and Convertible Notes Financing based primarily on each of Jefferies’ and Stifel’s extensive knowledge, strong market position and positive reputation in equity capital and convertible notes markets and their respective experienced and capable investment banking teams. Similarly, L&F decided to retain Jefferies as its financial advisor based primarily on its leading investment banking franchise with a strong track record of advising on complex, transformational transactions.

In addition, under the terms of each of Jefferies’ engagements, L&F agreed to reimburse Jefferies for its reasonable out-of-pocket expenses, including the fees and disbursements of its outside attorneys, and to indemnify Jefferies and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to its respective engagements. In connection with Jefferies’ and Stifel’s services as co-placement agents, Jefferies and Stifel’s collective placement fee is equal to 3.0% of the aggregate proceeds received or to be received from the sale of securities through the Common Equity PIPE Financing or the Convertible Notes Financing. The sale of an aggregate of $50,000,000 of securities pursuant to the Common Equity Subscription Agreements and Convertible Notes Subscription Agreements to affiliates of L&F, the ZeroFox Investors and the IDX Investors is not subject to the 3.0% placement fee.

Jefferies therefore has an interest in L&F completing a business combination that will result in the payment of the deferred underwriting commissions to Jefferies as the underwriter of the L&F IPO and the payment of financial advisory and placement agent fees, which total $12,412,500. In considering approval of the Business Combination, our shareholders should consider the different roles of Jefferies in light of the deferred underwriting commissions Jefferies is entitled to receive if the Business Combination is consummated within 18 months of the closing of the L&F IPO (or such later date as may be approved by L&F’s shareholders).

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Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination, assuming (i) none of the Class A Ordinary Shares held by the Public Shareholders are redeemed in connection with the Business Combination and (ii) all of the outstanding Class A Ordinary Shares are redeemed in connection with the Business Combination. Where actual amounts are not known or knowable, the figures below represent L&F’s good faith estimate of such amounts. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

(U.S. dollars in millions)

	Assuming No Redemptions⁽¹⁾	Assuming Maximum Redemptions⁽²⁾
Sources
Cash and investments held in Trust Account⁽³⁾	$35	$35
Issuance to ZeroFox and IDX Shareholders⁽⁴⁾	$1,111	$1,111
Convertible Notes	$150	$150
PIPE Investment	$20	$20
Total Sources	$1,316	$1,316
Uses
ZeroFox and IDX Shareholders equity consideration⁽⁴⁾	$1,111	$1,111
Cash Consideration to IDX Shareholders⁽⁵⁾	$50	$50
Fees and Expenses	$32	$32
Redemptions by Public Shareholders	$—	$35
Cash to Balance Sheet	$123	$88
Total Uses	$1,316	$1,316

(1)	Assumes that no Public Shareholder exercises redemption rights with respect to its Class A Ordinary Shares for a pro rata portion of the Trust Account.

(2)

Assumes that all 3,425,689 Class A Ordinary Shares held by the Public Shareholders are redeemed for an aggregate payment of approximately $34,786,000 (based on the estimated per share redemption price of approximately $10.15 per share) from the Trust Account. As the proceeds (without taking into account offering expenses) from the Common Equity PIPE Financing and the Convertible Notes Financing are expected to satisfy the Available Closing Acquiror Cash Condition, the maximum redemption scenario reflects the redemption of 100% of the Class A Ordinary Shares held by the Public Shareholders.

(3)	Cash held in the Trust Account as of May 4, 2022 (after giving effect to the Extension Amendment Redemptions).

(4)

Assumes that (A) 83,222,734 shares of New ZeroFox Common Stock are issued to the holders of ZeroFox Common Stock in connection with the Business Combination based on a per share consideration of 0.2866 of a share of New ZeroFox Common Stock, (B) 27,905,045 shares of New ZeroFox Common Stock are issued to the holders of IDX Capital Stock in connection with the Business Combination based on a per share consideration of 0.6177 of a share of New ZeroFox Common Stock, (C) all outstanding ZeroFox warrants and IDX warrants will be exercised immediately prior to the Closing, and (D) all outstanding vested and unvested ZeroFox options and IDX options are converted into New ZeroFox Options exercisable for shares of New ZeroFox Common Stock.

(5)	This amount is subject to a working capital adjustment. Includes amounts to be used to discharge certain IDX indebtedness and transaction expenses (which otherwise would reduce cash consideration).

Certain Material United States Federal Income Tax Considerations

As discussed more fully under “Certain Material United States Federal Income Tax Considerations,” the Domestication generally should qualify as an F Reorganization. However, L&F has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Domestication. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a contrary position. Accordingly, each U.S. Holder of our securities is urged to consult its tax advisor with respect to the particular tax consequences of the Domestication to such U.S. Holder. If the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “Certain Material United States Federal Income Tax Considerations — U.S. Holders” below) will be subject to

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Section 367(b) of the Code and, as a result of the Domestication, as well as the “passive foreign investment company,” or PFIC, rules of the Code (discussed in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” below):

•

a U.S. Holder that holds Public Shares that have a fair market value of less than $50,000 on the date of the Domestication and that is not a U.S. Shareholder (as defined herein) on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of L&F’s earnings in income;

•

a U.S. Holder that holds Public Shares that have a fair market value of $50,000 or more on the date of the Domestication and that is not a U.S. Shareholder (as defined herein) on the date of the Domestication generally will recognize gain (but not loss) on the exchange of L&F Public Shares for ZeroFox Holdings, Inc.’s Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount,” as defined in the U.S. Department of the Treasury Regulations under Section 367(b) of the Code, attributable to its Public Shares provided certain other requirements are satisfied; and

•

a U.S. Holder that, on the date of the Domestication, owns (directly or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock (a “U.S. Shareholder”) generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Public Shares provided certain other requirements are satisfied.

L&F does not expect to have significant cumulative earnings and profits through the date of the Domestication.

Furthermore, even if the Domestication qualifies as an F Reorganization, a U.S. Holder of L&F Public Shares or L&F Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its L&F Public Shares or L&F Public Warrants for the common stock or warrants of ZeroFox Holdings, Inc. pursuant to the Domestication under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging public warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of ZeroFox Holdings, Inc. received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding L&F Public Shares or L&F Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because L&F is a blank check company with no current active business, L&F takes the position that it is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of L&F Public Shares or L&F Public Warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of ZeroFox Holdings, Inc. pursuant to the Domestication, unless, in the case of only common stock, such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Public Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of L&F. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “Certain Material United States Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s ZeroFox Holdings, Inc.’s public shares after the Domestication.

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Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Certain Material United States Federal Income Tax Considerations.”

For a description of the tax consequences for shareholders exercising redemption rights in connection with the Business Combination, see the sections entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — Effects to U.S. Holders of Exercising Redemption Rights” and “Certain Material United States Federal Income Tax Considerations — Non- U.S. Holders — Effects of Exercising Redemption Rights to Non-U.S. Holders.”

Anticipated Accounting Treatment of the Business Combination

The anticipated accounting treatment for the Business Combination may be different under the varying redemption assumptions with a combining entity being an accounting acquirer in one scenario and an accounting acquiree in another scenario.

Scenario 1, No Redemption Scenario

With respect to the Business Combination, under a no redemption scenario, ZeroFox will be treated as the accounting acquirer and L&F and IDX will be treated as acquired companies for accounting purposes. This determination is primarily based on the facts that subsequent to the Business Combination:

•	ZeroFox shareholders will have a majority of the voting power of New ZeroFox;

•	ZeroFox will designate a majority of the governing body of New ZeroFox;

•	ZeroFox’s senior management will comprise all of the senior management of New ZeroFox; and

•	the largest single shareholder of the combined company will be a legacy owner of ZeroFox.

As a result of ZeroFox being considered the accounting acquirer in the Business Combination, the business combination between ZeroFox and L&F represents a reverse merger and will be accounted for as a reverse capitalization in accordance with U.S. GAAP. Accordingly, for accounting purposes, the business combination between ZeroFox and L&F will be treated as the equivalent of ZeroFox issuing shares for the net assets of L&F, accompanied by a recapitalization. The net assets of ZeroFox will be stated at historical cost. No goodwill or other intangible assets will be recorded.

As ZeroFox is determined to be the accounting acquirer in the Business Combination, the acquisition of IDX will be considered a business combination under ASC 805, Business Combinations, and will be accounted for using the acquisition method of accounting. The consideration transferred to effect the acquisition will be allocated to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The excess of consideration transferred over the fair values of assets acquired and liabilities assumed will be recorded as goodwill.

Scenario 2, Maximum Redemption Scenario

With respect to the Business Combination, under a maximum redemption scenario, L&F will be treated as the accounting acquirer and ZeroFox and IDX as acquired companies for accounting purposes.

Upon consummation of the Business Combination, ZeroFox is considered a variable interest entity as the equity at risk is not sufficient to fund expected future cash flow needs, including funding future projected losses and servicing existing debt obligations. L&F will be considered the primary beneficiary as its ownership will provide the power to direct the activities that most significantly impact ZeroFox’s performance and the obligation to absorb the losses and/or receive the benefits of ZeroFox that could potentially be significant to ZeroFox.

We assessed the possibility that IDX could be the accounting acquirer upon consummation of the Business Combination. IDX is considered a business under ASC 805, Business Combinations. IDX is not considered the accounting acquirer in the Business Combination based on evaluation of the following factors:

•	IDX shareholders will not have the largest voting interest in New ZeroFox;

•	IDX will not comprise all of the ongoing operations of New ZeroFox;

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•	IDX will not designate a majority of the governing body of New ZeroFox;

•	IDX senior management will not have a substantive role in the senior management of New ZeroFox; and

•	the largest single owner of the combined company will not be a legacy owner of IDX.

L&F’s acquisitions of ZeroFox and IDX will be considered business combinations under ASC 805, Business Combinations and will be accounted for using the acquisition method of accounting. The consideration transferred will be allocated to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The excess of consideration transferred to effect the acquisitions over the fair values of assets acquired and liabilities assumed will be recorded as goodwill.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless certain specified information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination of the waiting period is granted. On December 30, 2021, L&F, ZeroFox and IDX filed the required forms under the HSR Act with the Antitrust Division and the FTC. The waiting period expired on January 31, 2022.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, seeking to unwind the Business Combination, conditionally approving the Business Combination upon divestiture of certain New ZeroFox assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. L&F cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, L&F cannot assure you as to its result.

None of L&F, ZeroFox and IDX are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Summary Risk Factors

In evaluating the Business Combination and the proposals to be considered and voted on at the Shareholder Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 62 of this proxy statement/prospectus. Some of these risks are summarized below.

•

Defects, errors, or vulnerabilities in ZeroFox’s platform, the failure of ZeroFox’s platform to block malware or prevent a security breach, misuse of ZeroFox’s platform, or risks of product liability claims would harm ZeroFox’s reputation and adversely impact the combined company’s business, operating results, and financial condition.

•	If ZeroFox’s enterprise platform offerings do not interoperate with its customers’ network and security infrastructure, or with third-party products, websites or services, the combined company’s results of operations may be harmed.

•	ZeroFox may not timely and cost-effectively scale and adapt its existing technology to meet its customers’ performance and other requirements.

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•

•	ZeroFox has a history of losses, and the combined company may not be able to achieve or sustain profitability in the future.

•	If organizations do not adopt cloud, and/or SaaS-delivered external cybersecurity solutions that may be based on new and untested security concepts, the combined company’s ability to grow its business and results of operations may be adversely affected.

•	ZeroFox faces intense competition and could lose market share to its competitors, which could adversely affect the combined company’s business, financial condition, and results of operations.

•

Adverse general and industry-specific economic and market conditions and reductions in customer spending, in either the private or public sector, including as a result of geopolitical uncertainty such as the ongoing conflict between Russia and Ukraine, may reduce demand for ZeroFox’s platform or products and solutions, which could harm the combined company’s business, financial condition and results of operations.

•	The COVID-19 pandemic could adversely affect the combined company’s business, operating results, and financial condition.

•	If ZeroFox fails to adapt to rapid technological change, evolving industry standards and changing customer needs, requirements or preferences, the combined company’s ability to remain competitive could be impaired.

•

Historically, one U.S. government customer has accounted for a substantial portion of IDX’s revenues and is expected to account for a substantial portion of the combined company’s revenues following the Business Combination. If IDX’s largest customer does not renew its contract with IDX (or renews at reduced spending levels), or if IDX’s relationship with its largest customer is impaired or terminated, IDX’s revenues could decline, and the combined company’s business, financial condition, and results of operations would be adversely affected.

•	We may need to raise additional capital to maintain and expand our operations and invest in new solutions, which capital may not be available on terms acceptable to us, or at all, and which could reduce our ability to compete and could harm our business.

•	There may not be an active trading market for the New ZeroFox Common Stock, which may make it difficult to sell shares of New ZeroFox Common Stock.

•

L&F’s shareholders will experience dilution due to the issuance of shares of New ZeroFox Common Stock, and securities that are exercisable for shares of New ZeroFox Common Stock to the Target Companies’ security holders as consideration in the Business Combination, and the issuance of shares of New ZeroFox Common Stock to the Common Equity PIPE Investors in the Common Equity PIPE Financing or upon the conversion of the Notes.

•

Since the L&F Initial Shareholders, including L&F’s officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of the Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with the Target Companies is appropriate as our initial business combination. Such interests include that the Sponsor, as well as our officers and directors, will lose their entire investment in us if our business combination is not completed.

•	L&F has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you have no assurance from an independent source that the terms of the Business Combination are fair to L&F from a financial point of view.

•

The level of due diligence conducted in connection with the Business Combination may not be as high as would be the case if the Target Companies became a public company through an underwritten public offering, which could result in defects with the Target Companies’ business or problems with the Target Companies’ management being overlooked.

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•	The process of taking a company public by means of a business combination with a special purpose acquisition company (“SPAC”) is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

•	The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Company’s results if the Business Combination is completed.

•

The Notes to be issued and outstanding after consummation of the Business Combination may impact our financial results, result in the dilution of our shareholders, create downward pressure on the price of New ZeroFox Common Stock, and restrict our ability to raise additional capital or take advantage of future opportunities.

•

We may not have the ability to raise the funds necessary to settle in cash conversions of the Notes, repurchase the Notes upon a fundamental change or repay the Notes in cash at their maturity, and our future debt may contain limitations on our ability to pay cash upon conversion, redemption or repurchase of the Notes.

•	We may still incur substantially more debt or take other actions that would diminish our ability to make payments on the Notes when due.

•	L&F does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for L&F to complete the Business Combination with which a substantial majority of its shareholders does not agree.

•	ZeroFox management has limited experience in operating a public company.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Shareholder Meeting and the proposals to be presented at the Shareholder Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to L&F shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

Q:	Why am I receiving this proxy statement?

L&F is proposing to consummate a business combination with the Target Companies. L&F, L&F Holdings, ZF Merger Sub, IDX Merger Sub, IDX Forward Merger Sub, ZeroFox, and IDX have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. You are being asked to consider and vote on the Business Combination. The Business Combination Agreement, among other things, provides for (i) the Domestication, (ii) the merger of ZF Merger Sub with and into ZeroFox, with ZeroFox being the surviving company in the ZF Merger and continuing (immediately following the ZF Merger) as a direct, wholly-owned subsidiary of L&F Holdings, (iii) the merger of IDX Merger Sub with and into IDX, with Transitional IDX Entity being the surviving company in the IDX Merger and continuing (immediately following the IDX Merger) as a direct, wholly-owned subsidiary of L&F Holdings, and (iv) the merger of Transitional IDX Entity with and into IDX Forward Merger Sub, with IDX Forward Merger Sub being the surviving company in the IDX Forward Merger and continuing (immediately following the IDX Forward Merger) as a direct, wholly-owned subsidiary of L&F Holdings.

L&F will hold the Shareholder Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See the section entitled “Proposal No. 2 — The Business Combination Proposal” of this proxy statement/prospectus for additional information. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

L&F is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their L&F Ordinary Shares with respect to the matters to be considered at the Shareholder Meeting. The Business Combination cannot be completed unless L&F’s shareholders approve the Articles Amendment Proposal and the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the Shareholder Meeting, the Business Combination and the other business to be considered by shareholders at the Shareholder Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement and a prospectus of L&F. It is a proxy statement because the L&F Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because L&F, in connection with the Business Combination, is offering shares of New ZeroFox Common Stock in exchange for the L&F Ordinary Shares and certain of the shares of ZeroFox Common Stock and IDX Common Stock outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “Proposal No. 2 — The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination” of this proxy statement/prospectus for additional information.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:	Why is L&F proposing the Business Combination?

L&F is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. L&F was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

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The L&F IPO was completed on November 23, 2020. A total of $175,087,500 was placed in the Trust Account. Following the Extension Amendment Redemptions, a total of approximately $34,844,811 remains in the Trust Account as of July 12, 2022. Since the L&F IPO, L&F’s activity has been limited to the evaluation of business combination candidates.

ZeroFox is an enterprise cybersecurity software-as-a-service provider of digital attack detection and protection services. ZeroFox's patented technology collects and processes content, rich media, electronic posts, messages, global intelligence and threat actor activity across the digital landscape, including social media sites, public, deep and dark web forums, mobile app stores and other digital platforms and discrete content sources. Using artificial intelligence-based analysis and threat intelligence capabilities, the ZeroFox platform identifies and remediates targeted phishing attacks, credential and account compromise, data exfiltration and brand hijacking threats. ZeroFox offers its services on a subscription basis.

IDX is a data security company that provides data breach response services and identity and privacy protection services to its customers.

Based on its due diligence investigations of the Target Companies and the industry in which they operate, including the financial and other information provided by the Target Companies in the course of their negotiations in connection with the Business Combination Agreement, L&F believes that the Target Companies align well with the objectives laid out in its investment thesis.

See “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 2 - The Business Combination Proposal — The L&F Board’s Reasons for the Approval of the Business Combination.”

Q:	What will the Target Companies’ equity holders receive in return for the acquisition of the Target Companies by L&F?

Pursuant to the Business Combination Agreement, the aggregate consideration payable or issuable by L&F in exchange for the outstanding equity interests of ZeroFox and IDX is comprised of: (a) with regard to the holders of ZeroFox Common Stock, the right to receive, in the aggregate, a number of shares of New ZeroFox Common Stock that is approximately equal to the quotient obtained by dividing (x) $866,250,000 by (y) $10.00, and (b) with regard to the holders of IDX Common Stock and Preferred Stock, the right to receive, in the aggregate, (i) a number of shares of New ZeroFox Common Stock that is approximately equal to the quotient obtained by dividing (x) $288,750,000 by (y) $10.00, and (ii) $50,000,000 in cash consideration (subject to certain adjustments for cash, working capital, debt and transaction expenses, as provided in the Business Combination Agreement). Outstanding options and warrants of ZeroFox and IDX will convert to options and warrants of New ZeroFox. For further details, see the section titled “Proposal No. 2 – The Business Combination Proposal – The Business Combination Agreement – Consideration to be Received in the Business Combination.”

Q:	Did the L&F Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

The L&F Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. L&F is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying is fair to L&F from a financial point of view. In analyzing the Business Combination, the L&F Board and L&F’s management conducted due diligence on the Target Companies and researched the industry in which the Target Companies operate and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, L&F’s shareholders will be relying solely on the judgment of the L&F Board in determining the value of the Business Combination, and the L&F Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “The Business Combination Proposal – The L&F Board’s Reasons for the Approval of the Business Combination.”

Q:	Will L&F obtain new financing in connection with the Business Combination?

A:	Yes. In connection with the execution of the Business Combination Agreement, L&F and certain investors including, among others, L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital

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Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F), GCP-OI I, LLC (an entity affiliated with Adam Gerchen, L&F’s chief executive officer and a director of L&F), JCH Investments LLC (an entity affiliated with Jeffrey C. Hammes, the chairman of the L&F Board) entered into the Common Equity Subscription Agreements pursuant to which such investors have agreed to purchase an aggregate of 2,000,000 shares of New ZeroFox Common Stock, for a purchase price of $10.00 per share, for an aggregate purchase price of $20,000,000. The obligations of each party to consummate the Common Equity PIPE Financing are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. New ZeroFox Common Stock issued pursuant to the Common Equity PIPE Financing will be identical to the Public Shares (which will be converted into shares of New ZeroFox Common Stock as part of the Domestication) except that the shares issued in the Common Equity PIPE Financing will have registration rights granted pursuant to the Common Equity Subscription Agreements and the Public Shares were issued as part of the of the L&F Public Units in the L&F IPO at a price per L&F Public Unit of $10.00.

Additionally, in connection with the execution of the Business Combination Agreement, L&F and certain investors including, among others, L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F) entered into the Convertible Notes Subscription Agreements, pursuant to which the Convertible Notes Investors have collectively committed to subscribe for an aggregate principal amount of $150,000,000 unsecured convertible notes due 2025 bearing interest at a rate of 7.00% per annum, payable quarterly in cash (provided, that the issuer may elect to pay interest in kind at a rate of 8.75% per annum) with an initial conversion price of $11.50 per share of New ZeroFox Common Stock, and will mature on the date that is three years following the closing of the Convertible Notes Financing. New ZeroFox may, at its election, force conversion of the Notes on the Conversion Trigger Date, subject to a holder’s prior right to convert, if the volume-weighted average trading price of the New ZeroFox Common Stock (x) for the first year after the Conversion Trigger Date, is greater than or equal to 150% of the Conversion Price for at least 20 trading days during a period of 30 consecutive trading days and (y) for the second year after the Conversion Trigger Date, is greater than or equal to 130% of the Conversion Price for at least 20 trading days during a period of 30 consecutive trading days. Upon conversion of any Note, New ZeroFox shall have the option to settle the conversion in cash, shares of New ZeroFox Common Stock or a combination of both. Each holder of a Note will have the right to cause New ZeroFox to repurchase for cash all or a portion of the Notes held by such holder at any time upon the occurrence of a “fundamental change”, as such term is defined in the Indenture, at a price equal to par plus accrued and unpaid interest. In the event of a conversion in connection with a “make-whole fundamental change,” as defined in the Indenture, the Conversion Price will be adjusted in accordance with in the Indenture. L&F has agreed to grant the Convertible Notes Investors certain registration rights in connection with the Convertible Notes Financing. Once issued, New ZeroFox Common Stock issued pursuant to the Convertible Notes Subscription Agreements will be identical to the New ZeroFox Common Stock except the shares issuable upon conversion of the Notes will have registration rights granted pursuant to a registration rights agreement.

The existence of financial and personal interests of one or more of L&F’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of L&F and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 2 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination’’, “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” for a further discussion of these considerations.

Q:	What equity stake will current L&F shareholders, ZeroFox shareholders and IDX shareholders hold in New ZeroFox immediately after the consummation of the Business Combination?

As of the date of this proxy statement/prospectus (and after giving effect to the Extension Amendment Redemptions), there are (i) 3,425,689 Class A Ordinary Shares issued and outstanding and (ii) 4,312,500 Class B Ordinary Shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there are outstanding 5,450,000 L&F Private Placement Warrants held by the Sponsor, 2,138,430 L&F Private Placement Warrants held by Jefferies and 8,625,000 L&F Public Warrants. Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New ZeroFox Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of the Class A Ordinary Shares are redeemed

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in connection with the Business Combination), L&F’s fully-diluted share capital (after giving effect to the exercise of all of the L&F Private Placement Warrants and all of the L&F Public Warrants) would be 23,951,619 L&F Ordinary Shares.

The following table illustrates varying ownership levels in New ZeroFox Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 83,222,734 shares of New ZeroFox Common Stock are issued to the ZeroFox shareholders at Closing in both a no redemption scenario and a maximum redemption scenario; (ii) 27,905,045 shares of New ZeroFox Common Stock are issued to the IDX shareholders at Closing in both a no redemption scenario and a maximum redemption scenario; (iii) all outstanding ZeroFox warrants and IDX warrants will be exercised on a cash basis immediately prior to the Closing; (iv) 2,000,000 shares of New ZeroFox Common Stock are issued in the Common Equity PIPE Financing; (v) no New ZeroFox Public Warrants and New ZeroFox Private Placement Warrants issued in connection with the Business Combination to purchase New ZeroFox Common Stock that will be outstanding immediately following Closing have been exercised; (vi) no Notes issued in the Convertible Notes Financing have been converted; and (vii) all outstanding vested and unvested ZeroFox options and IDX options are converted into New ZeroFox Options exercisable for shares of New ZeroFox Common Stock.

	Share Ownership in New ZeroFox
	No Redemptions⁽¹⁾	Maximum Redemptions⁽²⁾
	Percentage of Outstanding Shares	Percentage of Outstanding Shares
L&F Public Shareholders⁽³⁾	2.8%	—
L&F Initial Shareholders⁽⁴⁾	3.6%	3.7%
Common Equity PIPE Investors⁽⁵⁾	1.7%	1.7%
ZeroFox Shareholders⁽⁶⁾	68.9%	70.9%
IDX Shareholders⁽⁷⁾	23.1%	23.8%

(1)

Amounts do not sum due to rounding.

(2)

(3)	Represents shares of New ZeroFox Common Stock to be issued upon conversion of 3,425,689 Class A Ordinary Shares issued in connection with the L&F IPO.

(4)

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(5)	Consists of 2,000,000 shares of New ZeroFox Common Stock to be issued in the Common Equity PIPE Financing.

(6)	Includes 1,694,533 shares of New ZeroFox Common Stock to be issued in exchange for shares of ZeroFox Common Stock assumed to be issued upon the cash exercise of ZeroFox warrants prior to the Closing.

(7)	Includes 185,305 shares of New ZeroFox Common Stock to be issued in exchange for shares of IDX Capital Stock assumed to be issued upon the cash exercise of IDX warrants prior to the Closing.

The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New ZeroFox’s share ownership will be after the Closing. For more information about the consideration to be received in the Business Combination, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No.2—The Business Combination Proposal—The Business Combination Agreement—Consideration to be Received in the Business Combination.”

Q.	What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

Our Public Shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that all 3,425,689 Class A Ordinary Shares held by Public Shareholders were redeemed, the public warrant holders will retain the 8,625,000 L&F Public Warrants (including the L&F Public Warrants retained by Public Shareholders who exercised their redemption rights in connection with the Extension Articles Amendment). The outstanding L&F Public Warrants (which will become New ZeroFox Public Warrants following the Closing) would have a value of approximately $0.35 per warrant based on the closing price of the L&F Public Warrants on the NYSE American on July 11, 2022. If a substantial number of, but not all, Public Shareholders exercise their redemption rights, and the holders of the 8,625,000 New ZeroFox Public Warrants choose to exercise their warrants, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised.

Additionally, as a result of redemptions, the trading market for the New ZeroFox Common Stock may be less liquid than the market for the Class A Ordinary Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE, Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New ZeroFox’s business will be reduced.

The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in a no redemption scenario, a 50% redemption scenario, and a maximum redemption scenario. The sensitivity table below also sets forth (x) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario, and (y) the effective deferred underwriting fee percentage incurred in connection with the L&F IPO in each redemption scenario.

	Assuming No Redemption⁽¹⁾		Assuming 50% Redemption⁽²⁾		Assuming Maximum Redemption⁽³⁾
Shareholders	Ownership in shares	Equity %	Ownership in shares	Equity %	Ownership in shares	Equity %
ZeroFox Shareholders⁽⁴⁾	83,222,734	68.9%	83,222,734	69.8%	83,222,734	70.9%
IDX Shareholders⁽⁵⁾	27,905,045	23.1%	27,905,045	23.4%	27,905,045	23.8%
L&F Public Shareholders	3,425,689	2.8%	1,712,845	1.4%	—	0.0%
L&F Initial Shareholders⁽⁶⁾	4,312,500	3.6%	4,312,500	3.6%	4,312,500	3.7%
Common Equity PIPE Investors	2,000,000	1.7%	2,000,000	1.7%	2,000,000	1.7%
Total Shares Outstanding Excluding “Additional Dilution Sources”	120,865,968	100%	119,153,124	100%	117,440,279	100%
Total Pro Forma Equity Value Post-Redemptions⁽⁷⁾	$1,208,659,680		$1,191,531,235		$1,174,402,790
Total Pro Forma Book Value Post-Redemptions⁽⁸⁾	$271,378,000		$ 1,159,627,000		$ 1,142,234,000
Pro Forma Book Value Per Share	$2.25		$9.73		$9.73

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	Assuming No Redemption⁽¹⁾		Assuming 50% Redemption⁽²⁾		Assuming Maximum Redemption⁽³⁾
Additional Dilution Sources⁽⁹⁾	Ownership in shares	Equity %⁽¹⁰⁾	Ownership in shares	Equity %⁽¹⁰⁾	Ownership in shares	Equity %⁽¹⁰⁾
New ZeroFox Warrants
New ZeroFox Public Warrants	8,625,000	6.3%	8,625,000	6.4%	8,625,000	6.5%
New ZeroFox Private Placement Warrants⁽¹¹⁾	7,588,430	5.5%	7,588,430	5.6%	7,588,430	5.7%
Total Additional Dilution Sources	16,213,430	11.8%	16,213,430	12.0%	16,213,430	12.1%

Effective Deferred Discount

$6,037,500

17.6%

$6,037,500

35.2%

$6,037,500

N/A

(1)	This scenario assumes that ZeroFox is the accounting acquiror with respect to the Business Combination and that no Class A Ordinary Shares are redeemed by the Public Shareholders; amounts may not sum due to rounding.

(2)	This scenario assumes that L&F is the accounting acquiror with respect to the Business Combination and that 1,712,845 Class A Ordinary Shares are redeemed by the Public Shareholders; amounts may not sum due to rounding.

(3)	This scenario assumes that L&F is the accounting acquiror with respect to the Business Combination and that 3,425,689 Class A Ordinary Shares are redeemed by the Public Shareholders; amounts may not sum due to rounding.

(4)	Excludes shares acquired by the ZeroFox Investors in the Common Equity PIPE Financing. Includes 1,694,533 shares of New ZeroFox Common Stock to be issued in exchange for shares of ZeroFox Common Stock upon the assumed cash exercise of ZeroFox warrants prior to the Closing.

(5)	Excludes shares acquired by the IDX Investors in the Common Equity PIPE Financing. Includes 185,305 shares of New ZeroFox Common Stock to be issued in exchange for shares of IDX Capital Stock assumed to be issued upon the cash exercise of IDX warrants prior to the Closing.

(6)

Includes 4,312,500 shares held by the L&F Initial Shareholders originally acquired prior to or in connection with the L&F IPO (including 20,000 shares held by Albert Goldstein, 50,000 shares held by Joseph Lieberman and 39,733 shares currently held by Kurt Summers). Includes 1,293,750 shares of New ZeroFox Common Stock held by the L&F Initial Shareholders that are subject to forfeiture if certain earnout conditions are not satisfied, as the shares are issued and outstanding as of the closing date of the Business Combination.

(7)	Pro forma equity value shown at $10.00 per share in the no redemption scenario, the 50% redemption scenario and the maximum redemption scenario.

(8)

See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value in the no redemption scenario and the maximum redemption scenario. The pro forma book value for the no redemption scenario assumes ZeroFox is the accounting acquirer under Scenario 1. The pro forma book value for the 50% redemption scenario and the maximum redemption scenario assumes L&F is the accounting acquirer under Scenario 2.

(9)

Additional Dilution Sources does not reflect the potential conversion of the Notes. An aggregate principal amount of $150,000,000 of Notes will be issued in the Convertible Notes Financing. The Notes may be converted at a conversion price of $11.50 per share of New ZeroFox Common Stock. If we assume that the Notes (excluding any paid-in-kind interest) are converted in full and settled fully in shares, our fully-diluted share capital would increase by a total of 13,043,475 shares.

(10)

The Equity % with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator. For example, in the 50% Redemption Scenario, the Equity % with respect to the New ZeroFox Public Warrants would be calculated as follows: (a) 8,625,000 shares issued pursuant to the New ZeroFox Public Warrants; divided by (b) (i) 119,153,124 shares (the number of shares outstanding excluding the Additional Dilution Sources) plus (ii) 16,213,430 shares included in the Additional Dilution Sources.

(11)	Includes 5,450,000 warrants held by the Sponsor and the 2,138,430 warrants held by Jefferies that were issued in a private placement at the time of the L&F IPO.

(12)	Reflects balance of the Trust Account following the payment of the Extension Amendment Redemptions.

Q:	Why is L&F proposing the Domestication?

The L&F Board believes that it would be in the best interest of L&F to effect a change of our domicile to Delaware. The L&F Board believes that Delaware provides a recognized body of corporate law that will facilitate corporate governance by the officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and

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flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures L&F is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to corporate legal affairs. For more information, see “Proposal No. 3 - The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purpose of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Domestication Proposal as a matter of Cayman Islands law.

Q:	How will the Domestication affect my ordinary shares, warrants and units?

In connection with the Domestication, on the Closing Date and prior to the ZF Effective Time and IDX Effective Time, (i) all of the then issued and outstanding L&F Ordinary Shares will be converted into shares of New ZeroFox Common Stock on a one-for-one basis, (ii) each issued and outstanding whole warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one share of New ZeroFox Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, and (iii) each issued and outstanding L&F Public Unit that has not been previously separated into the underlying Class A Ordinary Share and underlying one-half of one L&F Public Warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New ZeroFox Common Stock and one-half of one New ZeroFox Public Warrant. See “Proposal No. 3 - Domestication Proposal.”

Q:	What interests do the L&F Initial Shareholders, our current officers, directors and advisors, and the Target Companies’ current owners have in the Business Combination?

In considering the recommendation of our board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors and officers, our advisers, and the Target Companies’ current owners have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

•	the fact that the Sponsor and L&F’s directors and officers have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination and the Sponsor Holders are obligated to vote in favor of the Business Combination;

•	the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in L&F’s organizational documents, or any other anti-dilution or similar adjustment rights to which the Sponsor may otherwise be entitled related to or arising from the Business Combination;

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•

•	the fact that the Sponsor and L&F’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•	the fact that the L&F Initial Shareholders including the Sponsor (and the L&F’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other L&F shareholders experience a negative rate of return in New ZeroFox;

•

•	the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to L&F in an aggregate amount of up to $1,500,000 may be converted into L&F Private Placement Warrants in connection with the consummation of the Business Combination;

•

•	the fact that if the Trust Account is liquidated, including in the event L&F is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify L&F

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to ensure that the proceeds in the Trust Account are not reduced below $10.15 per L&F Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which L&F has entered into an acquisition agreement or claims of any third party for services rendered or products sold to L&F, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•	the fact that L&F may be entitled to distribute or pay over funds held by L&F outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

•

the fact that L&F has agreed to pay Jefferies, L&F’s co-PIPE placement agent and financial advisor, and sole underwriter in the L&F IPO: (i) a cash fee for their services in connection with the L&F IPO in an aggregate amount equal to 5.5% of the gross proceeds of the L&F IPO, with 2.0% of the gross proceeds being paid to the underwriters at the time the L&F IPO was completed and 3.5% of the gross proceeds (i.e., the deferred underwriting fee) being payable, and conditioned, upon consummating an initial business combination; the aggregate underwriting fee is fixed at 5.5% of the gross proceeds from the L&F IPO and will not be adjusted based on the number of shares that are redeemed in connection with the Business Combination; the deferred underwriting fee of $6,037,500 represents approximately 17.6% and 35.2% of the aggregate proceeds from the L&F IPO, net of redemptions, in the no redemption and 50% redemption scenarios (after giving effect to the Extension Amendment Redemptions), respectively; (ii) a placement agency fee as a percentage of the aggregate gross proceeds received or to be received from one or more commitments for financing the Business Combination from sources other than any affiliates of ZeroFox, IDX or L&F, and split with Stifel (defined below); and (iii) financial advisory fees as a fixed amount related to capital markets financial advice and assistance in connection with the Business Combination, as applicable, upon completion of the Business Combination;

•

the fact that, Stifel, co-PIPE placement agent for the Common Equity PIPE Financing and a creditor of ZeroFox, will be entitled to receive a placement agency fee as a percentage of the aggregate gross proceeds received or to be received from one or more commitments for financing the Business Combination from sources other than any affiliates of ZeroFox, IDX or L&F, and split with Jefferies, upon completion of the Business Combination;

•

the fact that (i) James C. Foster, Peter Barris, Corey Mulloy, Samskriti King, and Todd Headley, current directors of ZeroFox, (ii) Thomas F. Kelly and Sean Cunningham, current directors of IDX and (iii) Adam Gerchen, current chief executive officer of the Sponsor, are each expected to be directors, and James C. Foster is expected to be chief executive officer, of New ZeroFox after the consummation of the Business Combination. As such, in the future each of the aforementioned will receive any cash fees, stock options, stock awards or other remuneration that New ZeroFox’s board of directors determines to pay them and any applicable compensation as described under the section titled “Executive and Director Compensation;” and

•

the fact that the Sponsor Group will have paid an aggregate of approximately $7,975,000 for its investment in New ZeroFox, including the investments of L&F Acquisition Holdings Fund, LLC (an affiliate of Victory Park Capital Advisors, LLC, an entity affiliated with Richard Levy, a director of L&F), GCP-OI I, LLC (an entity affiliated with Adam Gerchen, our chief executive officer and a director of L&F) and JCH Investments LLC (an entity affiliated with Jeffrey C. Hammes, the chairman of the L&F Board) in the Common Equity PIPE Financing, as summarized in the table below, and, following the consummation of the Business Combination, the aggregate value of the Sponsor Group’s investment will be approximately $47,988,750, based upon the respective closing prices of the Class A Ordinary Shares and the L&F Public Warrants on the NYSE American on July 11, 2022.

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L&F’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the L&F Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

For more information about the factors the L&F Board considered in evaluating and recommending the Business Combination to the L&F shareholders, see sections entitled “Proposal No. 2 - The Business Combination Proposal — The L&F Board's Reasons for the Approval of the Business Combination”, “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine.”

Sponsor Group Beneficial Ownership of L&F Prior to Closing

	Securities held by Sponsor Group	Sponsor Cost at L&F’s Initial Public Offering
Class A Ordinary Shares	—	—
Founder Shares	4,312,500	$25,000
L&F Private Placement Warrants	5,450,000	$5,450,000
Total		$5,475,000

Sponsor Group Beneficial Ownership of New ZeroFox Following the Closing⁽¹⁾

	Securities held by Sponsor Group at Closing	Value per Security as of July 11, 2022	Sponsor Group Cost at Closing	Total Value
New ZeroFox Common Stock Issued Pursuant to the Common Equity PIPE Financing	250,000	$10.10	$2,500,000	$2,525,000
New ZeroFox Common Stock Issued to Holders of Founder Shares	4,312,500⁽²⁾	$10.10	—	$43,556,250
New ZeroFox Private Placement Warrants	5,450,000	$0.35⁽³⁾	—	$1,907,500
Total			$2,500,000	$47,988,750

(1)	Does not include New ZeroFox Common Stock issuable upon conversion of the Notes that are convertible at an initial conversion price of $11.50 per share.

(2)

Includes 1,293,750 shares of New ZeroFox Common Stock which will be subject to an earnout, whereby such shares will be forfeited unless certain volume-weighted average share price thresholds are met in trading or are deemed to occur in connection with a Change of Control (as defined in the Business Combination Agreement) within five years from the Closing. See “Proposal No. 2 -- Business Combination Proposal — Related Agreements — The Sponsor Support Letter Agreement” for more information related to the Sponsor Support Letter Agreement.

(3)	Approximately $0.35 based on the closing price of the L&F Public Warrants on July 11, 2022, which was $0.3497.

In addition, the Sponsor, L&F’s executive officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on L&F’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. L&F’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, L&F’s executive officers or directors, or L&F’s or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, L&F does not have any additional controls in place governing L&F’s reimbursement payments to L&F’s directors and executive officers for their out-of-pocket expenses incurred in connection with L&F’s activities on L&F’s behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by L&F to the Sponsor, L&F’s executive officers and directors, or any of their respective affiliates, prior to completion of its initial business combination. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred and remain outstanding by L&F’s executive officers and directors.

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See “Proposal No. 2 - The Business Combination—Interests of Certain Persons in the Business Combination” “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” for a more detailed discussion of how the L&F Initial Shareholders and L&F’s other current officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of the Public Shareholders generally.

Such interests may influence the L&F Board in making its recommendation that you vote in favor of the approval of the Business Combination.

Q:	What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

As of July 12, 2022 (after giving effect to the Extension Amendment Redemptions), there were investments and cash held in the Trust Account of approximately $34,844,811. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our Class A Ordinary Shares if we are unable to complete an initial business combination by August 24, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:	What conditions must be satisfied to complete the Business Combination?

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, (i) expiration or termination of the waiting period under the HSR Act (which expired on January 31, 2022), (ii) the absence of any law or governmental order by a governmental authority of competent jurisdiction and having jurisdiction over the parties with respect to the Business Combination enjoining, prohibiting, or making illegal the consummation of the Business Combination, (iii) approval of the Business Combination and related agreements and transactions by the shareholders of L&F, (iv) that the Common Equity PIPE Financing (and the funding of the proceeds of the Common Equity PIPE Financing) shall have been consummated or will be consummated substantially concurrently with the Closing in accordance with the terms of the applicable Common Equity PIPE Subscription Agreements, (v) that the Convertible Notes Financing (and the funding of the proceeds of the Convertible Notes Financing) shall have been consummated or will be consummated substantially concurrently with the Closing in accordance with the terms of the applicable Convertible Notes Subscription Agreements, (vi) effectiveness of the registration statement of which this proxy statement/prospectus is a part, (vii) receipt of approval for listing on the NYSE or Nasdaq of the shares of New ZeroFox Common Stock to be issued or reserved for issuance in connection with the Business Combination, and (viii) that after giving effect to the Business Combination, the Available Closing Acquiror Cash shall not be less than $170,000,000.

Q:	What happens if the Business Combination is not consummated?

L&F will not complete the Business Combination unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If we are not able to complete the Business Combination or another initial business combination by August 24, 2022, we will cease all operations except for the purpose of winding up and redeeming our Class A Ordinary Shares and liquidating the Trust Account, in which case our Public Shareholders may only receive approximately $10.15 per share and the L&F Warrants will expire worthless. In addition, the underwriter of the L&F IPO, Jefferies, agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within the required time period.

Q:	When do you expect the Business Combination to be completed?

It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Shareholder Meeting, which is set for August 2, 2022; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the Shareholder Meeting and we elect to adjourn the Shareholder Meeting to a later date or dates to permit further solicitation and votes of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient L&F

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Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve any of the Proposals, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 2 - The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

Q:	What proposals are shareholders being asked to vote upon?

A:	At the Shareholder Meeting, L&F shareholders will be asked to consider and vote upon the following proposals:

1.	the Articles Amendment Proposal;

2.	the Business Combination Proposal;

3.	the Domestication Proposal;

4.	the Governing Documents Proposal;

5.	the Advisory Governing Documents Proposals;

6.	the Listing Proposal;

7.	the Incentive Equity Plan Proposal;

8.	the Employee Stock Purchase Plan Proposal;

9.	the Director Election Proposal; and

10.	the Adjournment Proposal.

L&F will hold the Shareholder Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Shareholder Meeting. Shareholders should read it carefully.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination will not be consummated. The Condition Precedent Proposals will be presented to the shareholders for a vote only if the Articles Amendment Proposal is approved.

For more information, please see “Proposal No. 1 — The Articles Amendment Proposal,” “Proposal No. 2 - The Business Combination Proposal,” “Proposal No. 3 - The Domestication Proposal,” “Proposal No. 4 - The Governing Documents Proposal,” “Proposal No. 5 - The Advisory Governing Documents Proposals,” “Proposal No. 6 - The Listing Proposal,” “Proposal No. 7 - The Incentive Equity Plan Proposal,” “Proposal No. 8 - The Employee Stock Purchase Plan Proposal,” “Proposal No. 9 - The Director Election Proposal” and “Proposal No. 10 - The Adjournment Proposal.”

After careful consideration, the L&F Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that the Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, each of the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of L&F and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of L&F and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Proposal No. 2 - The Business Combination Proposal —

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Conflicts of Interest and Waiver of Corporate Opportunity Doctrine,” “Risk Factors,” “Certain Relationships and Related Person Transactions,” “Executive and Director Compensation - Director Compensation” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:	Why is L&F proposing the Articles Amendment Proposal?

A:	In the judgment of the L&F Board, the adoption of the proposed amendments to the Existing Governing Documents, prior to the Domestication is necessary to facilitate the Business Combination. For more information, see “Proposal No. 1 — The Articles Amendment Proposal — Reasons for the Amendments.”

Q:	Are the proposals conditioned on one another?

The Closing is conditioned upon the approval of the Condition Precedent Proposals. The Condition Precedent Proposals will be presented to the shareholders for a vote only if the Articles Amendment Proposal is approved. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. The Articles Amendment Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal, though the special resolution contemplated by the Articles Amendment Proposal may be adopted only if the Business Combination Proposal is approved.

It is important for you to note that in the event that any of the Articles Amendment Proposal or the Condition Precedent Proposals do not receive the requisite vote for approval, then L&F will not consummate the Business Combination.

If L&F does not consummate the Business Combination and fails to complete an initial business combination by August 24, 2022, L&F will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such Trust Account to its Public Shareholders.

Q:	Do I have redemption rights?

If you are a holder of Class A Ordinary Shares, you have the right to request that L&F redeem all or a portion of your Class A Ordinary Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Class A Ordinary Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Class A Ordinary Shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a holder of Class A Ordinary Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the outstanding Class A Ordinary Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The L&F Initial Shareholders entered into the Sponsor Support Letter Agreement, pursuant to which they have agreed, for no consideration, to waive their redemption rights with respect to their Founder Shares and Class A Ordinary Shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by L&F’s shareholders of the Condition Precedent Proposals. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.

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Q:	How do I exercise my redemption rights?

A:	If you are a holder of Class A Ordinary Shares and wish to exercise your right to redeem your Class A Ordinary Shares, you must:

(i)	(a) hold Class A Ordinary Shares or (b) hold Class A Ordinary Shares through L&F Public Units and elect to separate your units into the underlying Class A Ordinary Shares and L&F Public Warrants prior to exercising your redemption rights with respect to the Class A Ordinary Shares; and

(ii)

prior to 5:00 p.m., Eastern Time, on July 29, 2022 (two business days prior to the vote at the Shareholder Meeting) (a) submit a written request to the Transfer Agent that L&F redeem your Class A Ordinary Shares for cash and (b) deliver your Class A Ordinary Shares to the Transfer Agent, physically or electronically through DTC.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of L&F Public Units must elect to separate the underlying Class A Ordinary Shares and L&F Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their L&F Public Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the L&F Public Units into the underlying Class A Ordinary Shares and L&F Public Warrants, or if a holder holds L&F Public Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Class A Ordinary Shares. As of July 12, 2022, this would have amounted to approximately $10.17 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to Public Shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to Closing not to elect redemption, you may request that L&F instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on July 29, 2022 (two business days prior to the date of the Shareholder Meeting).

If a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares are delivered as described above, then, if the Business Combination is consummated, New ZeroFox will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any L&F Public Warrants that you may hold.

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Q:	Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?

No. You may exercise your redemption rights irrespective of whether you vote your Class A Ordinary Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their Class A Ordinary Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of the NYSE or Nasdaq.

Q:	If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of outstanding L&F Public Units must elect to separate the units into the underlying Class A Ordinary Shares and L&F Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If you hold your L&F Public Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Class A Ordinary Shares and L&F Public Warrants, or if you hold L&F Public Units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your Class A Ordinary Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on July 29, 2022 (two business days prior to the date of the Shareholder Meeting), you will not be able to exercise your redemption rights with respect to your Class A Ordinary Shares.

Q:	What are the U.S. federal income tax consequences of the Domestication?

•

a U.S. Holder that holds Public Shares that have a fair market value of $50,000 or more on the date of the Domestication, and that is not a U.S. Shareholder (as defined herein) on the date of the Domestication generally will recognize gain (but not loss) on the exchange of L&F Public Shares for ZeroFox Holdings, Inc.’s Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount,” as defined in the U.S. Department of the Treasury Regulations under Section 367(b) of the Code, attributable to its Public Shares provided certain other requirements are satisfied; and

•

L&F does not expect to have significant cumulative earnings and profits through the date of the Domestication.

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exchange of its L&F Public Shares or L&F Public Warrants for the common stock or warrants of ZeroFox Holdings, Inc. pursuant to the Domestication under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging public warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of ZeroFox Holdings, Inc. received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding L&F Public Shares or L&F Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because L&F is a blank check company with no current active business, L&F takes the position that it is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of L&F Public Shares or L&F Public Warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of ZeroFox Holdings, Inc. pursuant to the Domestication, unless, in the case of only common stock, such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Public Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of L&F. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Certain Material United States Federal Income Tax Considerations.”

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

We expect that a U.S. Holder that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares, which, subject to the application of the “passive foreign investment company,” or PFIC, rules of the Code (discussed in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations”), would result in the recognition of capital gain or loss, which will generally be long-term capital gain or loss if the U.S. Holder’s holding period for such redeemed Public Shares exceeds one year at the time of the redemption. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that such U.S. Holder owns or is deemed to own (including through the ownership of L&F Public Warrants) prior to and following the redemption.

Q:	Do I have appraisal rights in connection with the proposed Business Combination?

A:	No. Neither our shareholders nor our warrant holders have appraisal rights in connection with the Domestication under the Cayman Islands Companies Act or in connection with the Business Combination under the DGCL.

Q:	What do I need to do now?

L&F urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of L&F. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

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Q:	How do I vote?

If you were a holder of record of L&F Ordinary Shares on May 27, 2022, the record date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on August 1, 2022.

Voting in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section titled “Shareholder Meeting.”

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting https://www.cstproxy.com/lfacquisitioncorp/am2022 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to L&F or by voting online at the Shareholder Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non-routine” matters and therefore, L&F does not expect there to be any broker non-votes at the Shareholder Meeting.

If you are an L&F shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Articles Amendment Proposal, the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

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Q:	When and where will the Shareholder Meeting be held?

The Shareholder Meeting will be held on August 2, 2022 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders may attend the Shareholder Meeting in person. However, in view of the ongoing COVID-19 pandemic, we are taking precautionary measures and therefore encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting L&F’s investor relations department at info@lfacquisitioncorp.com by 9:00 a.m., Eastern Time, on July 29, 2022 (two business days prior to the meeting date).

Q:	How do I attend the virtual Shareholder Meeting?

You can pre-register to attend the virtual Shareholder Meeting starting July 28, 2022 at 9:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/lfacquisitioncorp/am2022, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to Internet, you can listen only to the meeting by dialing 1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 8345951#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

Q:	Who is entitled to vote at the Shareholder Meeting?

L&F has fixed May 27, 2022 as the record date for the Shareholder Meeting. If you were a shareholder of L&F at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholder Meeting. However, a shareholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Shareholder Meeting) or is represented by proxy at the Shareholder Meeting.

Q:	How many votes do I have?

Our shareholders are entitled to one vote at the Shareholder Meeting for each L&F Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were outstanding 7,738,189 L&F Ordinary Shares, of which 3,425,689 were Class A Ordinary Shares. Under the terms of the Existing Governing Documents, only the holders of Class B Ordinary Shares are entitled to vote on the election of directors to the L&F Board.

Q:	What constitutes a quorum?

A:	A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the L&F

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Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The L&F Initial Shareholders, who own approximately 55.7% of the issued and outstanding L&F Ordinary Shares as of the Record Date, own a sufficient number of shares to constitute a quorum. As a result, as of the Record Date, in addition to the shares of the L&F Initial Shareholders, no additional L&F Ordinary Shares, held by Public Shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so L&F does not expect there to be any broker non-votes at the Shareholder Meeting. In the absence of a quorum, the chairman of the Shareholder Meeting has power to adjourn the Shareholder Meeting.

Q:	What vote is required to approve each proposal at the Shareholder Meeting?

A:	The following votes are required for each proposal at the Shareholder Meeting:

•

Articles Amendment Proposal: The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

•

Advisory Governing Documents Proposals: The approval of each of the Advisory Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Each of the Advisory Governing Documents Proposals will be voted upon on a non-binding advisory basis only.

•

Listing Proposal: The approval of the Listing Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

•

The Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued L&F Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

•	Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Class B Ordinary Shares who are present in person or represented by

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proxy and entitled to vote thereon at the Shareholder Meeting. Pursuant to the Sponsor Support Letter Agreement, the L&F Initial Shareholders have agreed to vote their Class B Ordinary Shares in favor of the Director Election Proposal and the election of the director nominees is therefore assured.

•

The approval of each of the proposals other than the Articles Amendment Proposal, the Domestication Proposal and the Governing Documents Proposal will not require the affirmative vote of the Public Shareholders based on the ownership of the Sponsor Holders. In addition to the votes of the Sponsor Holders, the approval of the Articles Amendment Proposal, the Domestication Proposal and the Governing Documents Proposal will require the affirmative vote of at least 846,293 L&F Ordinary Shares held by Public Shareholders (or approximately 24.7% of the issued and outstanding Class A Ordinary Shares) if all L&F Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of no additional L&F Ordinary Shares held by Public Shareholders if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

Q:	What are the recommendations of the Board?

The Board believes that the Business Combination Proposal and the other proposals to be presented at the Shareholder Meeting are in the best interests of L&F’s shareholders and unanimously recommends that our shareholders vote “FOR” the Articles Amendment Proposal, “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Governing Documents Proposal, “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Listing Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholder Meeting.

The existence of financial and personal interests of L&F’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of L&F and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by August 24, 2022, we may be forced to liquidate, and the 4,312,500 Founder Shares owned by the Sponsor Holders and 5,450,000 Private Placement Warrants owned by our Sponsor, of which our directors and officers are members, would be worthless. See the sections titled “Proposal No. 2 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Proposal No. 2 - The Business Combination Proposal — Conflicts of Interest and Waiver of Corporate Opportunity Doctrine,” “Risk Factors,” “Certain Relationships and Related Person Transactions,” “Executive and Director Compensation - Director Compensation” and “Beneficial Ownership of Securities” for more information.

Q:	How do the L&F Initial Shareholders intend to vote their shares?

Pursuant to the terms of the Sponsor Support Letter Agreement, the L&F Initial Shareholders have agreed to vote their Founder Shares and any Class A Ordinary Shares purchased by them, in favor of the Business Combination Proposal and all of the other proposals. As of the date of this proxy statement/prospectus, the L&F Initial Shareholders own an aggregate of 4,312,500 L&F Ordinary Shares, which in the aggregate represents approximately 55.7% of our total outstanding shares on the date of this proxy statement/prospectus.

Q:	May our Sponsor and the other L&F Initial Shareholders purchase Class A Ordinary Shares or L&F Public Warrants prior to the Shareholder Meeting?

At any time prior to the Shareholder Meeting, during a period when they are not then aware of any material nonpublic information regarding L&F or our securities, L&F’s Initial Shareholders, the Target Companies and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of L&F Ordinary Shares. In such transactions, the purchase price for the Class A Ordinary Shares will not exceed the redemption price. In addition,

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the persons described above will waive redemption rights, if any, with respect to the Class A Ordinary Shares they acquire in such transactions. However, any Class A Ordinary Shares acquired by the persons described above would not be voted in connection with the Business Combination Proposal.

Q:	What happens if I sell my Class A Ordinary Shares before the Shareholder Meeting?

The record date for the Shareholder Meeting is earlier than the date of the Shareholder Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Ordinary Shares after the Record Date, but before the Shareholder Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Shareholder Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:	How has the announcement of the Business Combination affected the trading price of L&F’s Class A Ordinary Shares, L&F Public Units and L&F Public Warrants?

On December 17, 2021, the last trading date before the public announcement of the Business Combination, the Class A Ordinary Shares, L&F Public Warrants and L&F Public Units closed at $10.08, $0.6601 and $10.3778, respectively. On July 13, 2022, the trading date immediately prior to the date of this proxy statement/prospectus, the Class A Ordinary Shares, L&F Public Warrants and L&F Public Units were priced at $10.1101, $0.3487 and $10.36, respectively.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. Shareholders may send a later-dated, signed proxy card to L&F at 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606 so that it is received by L&F prior to the vote at the Shareholder Meeting (which is scheduled to take place on August 2, 2022) or attend the Shareholder Meeting in person (which would include presence at the virtual Shareholder Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to L&F’s Secretary, which must be received by L&F’s Secretary prior to the vote at the Shareholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:	What happens if I fail to take any action with respect to the Shareholder Meeting?

If you fail to take any action with respect to the Shareholder Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of New ZeroFox. If you fail to take any action with respect to the Shareholder Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of L&F. However, if you

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fail to take any action with respect to the Shareholder Meeting, you will nonetheless be able to elect to redeem your Class A Ordinary Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement for redeeming your shares.

Q:	What should I do with my stock certificates, warrant certificates and/or unit certificates?

A:	Shareholders who exercise their redemption rights must deliver their stock certificates to the Transfer Agent (either physically or electronically) prior to 5:00 p.m., Eastern Time, on July 29, 2022 (two business days prior to the date of the Shareholder Meeting).

L&F warrant holders should not submit the certificates relating to their L&F Warrants. Public Shareholders who do not elect to have their Class A Ordinary Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Class A Ordinary Shares.

Upon effectiveness of the Business Combination, holders of L&F Ordinary Shares and L&F Public Warrants will receive New ZeroFox Common Stock and New ZeroFox Public Warrants without needing to take any action and accordingly such holders do not need to submit the certificates relating to their L&F Ordinary Shares and warrants. In addition, before the Closing, each outstanding L&F Public Unit will be separated into its component Class A Ordinary Share and one-half of one L&F Public Warrant.

Q:	What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your L&F Ordinary Shares.

Q:	Who can help answer my questions?

A:	If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: LNFA.info@investor.morrowsodali.com

You also may obtain additional information about L&F from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on July 29, 2022 (two business days prior to the date of the Shareholder Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF L&F

The following tables contain summary historical financial data for L&F. Such data as of December 31, 2021, and for the year ended December 31, 2021 has been derived from the audited consolidated financial statements of L&F included elsewhere in this proxy statement/prospectus. The summary historical interim financial data of L&F as of March 31, 2022 and for the three months ended March 31, 2022 are derived from L&F's unaudited interim consolidated financial statements included elsewhere in this proxy statement/prospectus.

The information below is only a summary and should be read in conjunction with L&F’s consolidated financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of L&F.” L&F’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

	Three Months ended March 31, 2022	Year Ended December 31, 2021
Statement of Operations Data
General and administrative expenses	$1,763,359	$3,847,916
Loss from operations	(1,763,359)	(3,847,916)
Other income (expense)
Change in fair value of warrant liabilities	8,724,725	9,425,504
Interest earned on marketable investments held in Trust Account	16,649	20,498
Net income (loss)	$6,978,015	$5,598,086
Weighted average shares outstanding of Class A Ordinary Shares	17,250,000	17,250,000
Basic and diluted net income (loss) per ordinary share, Class A Ordinary Shares	$0.32	$0.26
Weighted average shares outstanding of Class B ordinary shares	4,312,500	4,312,500
Basic and diluted net income (loss) per ordinary share, Class B Ordinary Shares	$0.32	$0.26

	March 31, 2022	December 31, 2021
Condensed Balance Sheet Data (At Period End)
Total assets	$ 175,396,592	$175,694,935
Total liabilities	$20,533,742	$27,810,100
Class A Ordinary Shares subject to possible redemption, 17,250,000 shares at $10.15 per share at March 31, 2022 and December 31, 2021	$175,087,500	$175,087,500
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding at March 31, 2022 and December 31, 2021 (not including 17,250,000 shares subject to redemption)	—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding at March 31, 2022 and December 31, 2021	431	431
Total shareholders’ deficit	$(20,224,650)	$(27,202,665)

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ZEROFOX

The following table shows summary historical information of ZeroFox for the periods and as of the dates indicated.

The summary historical financial information of ZeroFox for the years ended January 31, 2022, 2021 and 2020 and the condensed balance sheet data as of January 31, 2022 and 2021 are derived from ZeroFox’s audited financial statements included elsewhere in this proxy statement/prospectus. The summary historical condensed statements of operations data of ZeroFox for the three months ended April 30, 2022 and 2021 and the condensed balance sheet data as of April 30, 2022 are derived from ZeroFox’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus.

The following summary historical financial information should be read together with the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ZeroFox” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace ZeroFox’s consolidated financial statements and the related notes. ZeroFox’s historical results are not necessarily indicative of ZeroFox’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to ZeroFox, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of New ZeroFox going forward. See the section “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

	Year Ended January 31,				Three Months Ended April 30,
	2022		2021	2020	2022	2021
	(in thousands, except for share data)
Revenue	$47,433		$28,538	$16,390	$13,591	$10,987
Cost of revenue⁽¹⁾	16,357	R