| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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As previously announced, on December 17, 2021, L&F Acquisition Corp. (“LNFA”) entered into a definitive business combination
agreement (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among LNFA, L&F Acquisition Holdings, LLC, a Delaware limited liability company
and direct, wholly-owned subsidiary of L&F, ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings, IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F
Holdings, IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings, ZeroFox, Inc., a Delaware corporation (“ZeroFox”), and ID Experts
Holdings, Inc., a Delaware corporation (“IDX”). Pursuant to the Business Combination Agreement, the parties have agreed to consummate certain transactions (collectively, the “Business Combination”), subject to the terms and conditions of the Business Combination Agreement.
On February 7, 2022, in connection with the Business Combination, LNFA first filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (No. 333-262570) (as amended, the “Registration Statement”) containing a proxy statement/prospectus of LNFA (such proxy statement/prospectus in
definitive form, the “Proxy Statement”), which Registration Statement was declared effective by the SEC on July 14, 2022, and LNFA commenced mailing the Proxy Statement on July 14, 2022.
On August 2, 2022, LNFA held an extraordinary general meeting of its shareholders (the “General Meeting”), at which holders of 7,056,469 ordinary shares (consisting of 2,743,969 Class A ordinary shares and 4,312,500 Class B ordinary shares) held of record as of May 27, 2022, the record date for the General Meeting,
were present in person or by proxy, representing 91.19% of the voting power of LNFA’s ordinary shares as of the record date for the General Meeting, and constituting a quorum for the transaction of business. The proposals listed below are
described in more detail in the Proxy Statement. A summary of the voting results at the General Meeting is set forth below:
The shareholders approved 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 and the Director Election Proposal (the “Business Combination Proposals”).
The voting results for each of the Business Combination Proposals were as follows:
Proposal No. 1: The Articles Amendment Proposal (Class A Shares and Class B Shares, voting together as a single class)
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For
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Against
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Abstain
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Broker Non-Vote
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74,127
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10
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0
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Proposal No. 2: The Business Combination Proposal (Class A Shares and Class B Shares, voting together as a single class)
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For
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Against
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Abstain
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Broker Non-Vote
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6,982,332
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74,127
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10
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0
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Proposal No. 3: The Domestication Proposal (Class A Shares and Class B Shares, voting together as a single class)
