L & F Acquisition Corporation *

PROPOSED BUSINESS COMBINATION: ZeroFox Holdings, Inc.

ENTERPRISE VALUE: $1.308 billion

ANTICIPATED SYMBOL: ZFOX

L & F Acquisition Corporation proposes to combine with ZeroFox Holdings, Inc., an enterprise software-as-a-service (Saas) leader in external cybersecurity.

ZeroFox’s external cybersecurity solutions go beyond traditional threat intelligence to protect organizations from threats outside the firewall with AI-driven analysis, experienced intelligence analysts with unique dark web access, comprehensive breach response and adversary disruption services and a fully integrated App Library that connects with over 500 applications.

The ZeroFox Platform enables actionable intelligence to disrupt phishing, impersonations, malicious domains and data leakage across the public, deep and dark web, including pervasive cloud-based applications such as Zoom, Slack, Google, Facebook and other social media sites. The platform processes billions of data elements and protects tens of millions of digital assets around the world. With customers in over 50 countries and its blue-chip relationships, ZeroFox has proven capabilities to mitigate cyber threats across multiple industries in the public and private sectors.

IDX is the nation’s leading provider of external breach response services, protecting enterprises from associated risks with its proprietary digital protection and privacy platform. Together, IDX and ZeroFox will provide external threat protection capabilities and breach response services, a holistic offering for companies protecting against, or responding to, an external cyberattack. The combined company will have over 650 employees and serve nearly 2,000 customers including five of the Fortune Top 10 and the largest companies in media, technology, retail and energy. Collectively, over 90% of revenues will be recurring platform subscriptions.

EXTENSION – 5/4/22 – LINK

• The SPAC approved the extension from May 23, 2022, to August 24, 2022.
  • Stockholders elected to redeem 13,824,311 Class A ordinary shares for cash at a redemption price of approximately $10.154 per share (80.141%).

TRANSACTION

• Upon completion of the transaction, the combined company is expected to have a pro forma equity value of approximately $1.4 billion, assuming no redemptions, resulting in over $250 million of cash on the combined company’s balance sheet.
• This reflects $175 million of cash held in LNFA’s trust account (assuming none of LNFA’s stockholders redeem their shares)
• A $170 million in financing led by Monarch Alternative Capital LP with participation from Victory Park Capital, Corbin Capital, as well as existing shareholders New Enterprise Associates, Highland Capital, Alsop Louie Partners, Blue Venture Fund, Peloton Equity, Forgepoint Capital and James C. Foster, Chairman and CEO of ZeroFox.
• In accordance with the terms and subject to the conditions of the Business Combination Agreement
  • (i) each outstanding share of common stock of ZeroFox, other than ZF Dissenting Shares and ZF Cancelled Shares, will be automatically canceled and converted into a right to receive a fraction of a share of LNFA 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 and a price of $10.00 per share of LNFA Common Stock
  • (ii) each outstanding share of common stock and preferred stock of IDX, other than IDX Dissenting Shares and IDX Cancelled Shares, will be automatically canceled and converted into a right to receive
    • (x) for common stock and series a-1 and series a-2 preferred stock, a fraction of a share of LNFA Common Stock
    • (y) for common stock and series a-1 and series a-2 preferred stock, a portion of $50,000,000 in cash consideration
    • (z) for series a-1, series a-2 and series b preferred stock, a liquidation preference amount of $0.361, 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 and a price of $10.00 per share of LNFA Common Stock.

PIPE

• The investors agreed to subscribe for and purchase and LNFA agreed to issue and sell to such investors, on the Closing Date, an aggregate of 2,000,000 shares of LNFA Common Stock in exchange for an aggregate purchase price of $20,000,000.
  • Victory Park Capital, certain existing stockholders of ZeroFox (certain funds affiliated with New Enterprise Associates, Highland Capital, and Alsop Louie Partners), and certain existing stockholders of IDX (certain funds affiliated with Blue Venture Fund, Peloton Equity, and ForgePoint Capital)

EARNOUT

• The Sponsor Holders / The Companies / Certain Management Members
  • They have agreed to subject an aggregate amount of 1,293,750 shares of LNFA Common Stock held by such Sponsor Holders to an earnout, whereby after a five-year period, such earnout 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) and will be subject to vesting as follows:
    • 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
    • one-third vesting if the volume-weighted average share price equals or exceeds $17.50.
  • The Sponsor Holders have agreed:
    • (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby
    • (ii) waive the anti-dilution or similar protection with respect to the Founder Shares
    • (iii) be bound by certain other covenants and agreements related to the Business Combination
      • (iv) not transfer any Founder Shares until the earlier of
        • (a) one year after the Closing
        • (b) the share price equaling or exceeding  a VWAP of $12.00 during a 20/30 day trading period commencing at least 150 days after the Closing,
        • (c) the completion of a transaction that results in all stockholders having the right to exchange shares for cash, securities, or other property.

CONVERTIBLE NOTES INVESTMENT

• LNFA entered into convertible note subscription agreements with affiliates of Monarch Alternative Capital LP, Victory Park Capital, and Corbin Capital, in respect of $150,000,000 aggregate principal amount of unsecured convertible notes due in 2025 to be issued in connection with the closing of the Business Combination.
• 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 8.75% per annum, and the Notes will be convertible at an initial conversion price of $11.50
• The post-Business Combination company may force conversion of the Notes after the first anniversary of the issuance of the Notes, subject to a holder’s prior right to convert if the volume-weighted average trading price of the post-Business Combination company’s common stock:
  • (x) for the first year after the Conversion Trigger Date, is greater than or equal to 150% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days
  • (y) for the second year after the Conversion Trigger Date, is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days.

LOCK-UP

• At the closing of the Business Combination, LNFA, the Sponsor, Jefferies LLC, and certain stockholders of ZeroFox and IDX will enter into an Amended and Restated Registration Rights Agreement pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company, and former stockholders of ZeroFox and IDX will be subject to a 180-day lock-up period during which such stockholders may not transfer their shares.
  • 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.

NOTABLE CONDITIONS TO CLOSING

• The aggregate cash proceeds from LNFA’s trust account, together with the net proceeds from the Common Equity PIPE Financing and the Convertible Notes Financing, equaling no less than $170,000,000
• 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.

NOTABLE CONDITIONS TO TERMINATION

• By LNFA, ZeroFox or IDX, if the Business Combination is not consummated by May 23, 2022, if LNFA’s shareholders have not approved an Extension Proposal, or by August 23, 2022, if LNFA’s shareholders have approved an Extension Proposal

ADVISORS

• Stifel is serving as financial advisor and capital markets advisor and Venable LLP is serving as legal advisor to ZeroFox.
• DBO Partners is serving as financial advisor and Wilson Sonsini is serving as legal advisor to IDX.
• Jefferies is serving as financial advisor and capital markets advisor and Kirkland & Ellis is serving as legal advisor to LNFA.
• Jefferies is acting as lead placement agent and Stifel is serving as co-placement agent on the PIPE.
• Stroock & Stroock & Lavan LLP is serving as legal advisor to Monarch Alternative Capital.

MANAGEMENT & BOARD

Executive Officers

Adam Gerchen, 38
Director and Chief Executive Officer

Mr. Gerchen is co-founder, and since 2018, Chief Executive Officer of, Keller Lenkner, a law firm that has developed unique arbitration strategies and other innovations in mass actions. Additionally, in order to serve the large number of firm clients, and address the complexity of various areas of law, Mr. Gerchen also built a separate servicing business in 2018 that combines client origination, intake, customer relationship management, IT, and settlement administration. Previously, Mr. Gerchen co-founded and served as Chief Executive Officer of Gerchen Keller Capital (“GKC”) from 2013 until GKC’s sale to Burford Capital Limited (LSE: BUR) (“Burford”), the leading global finance firm focused on law, in 2016. Prior to its acquisition, GKC grew into the largest private investment and advisory firm focused exclusively on legal and regulatory risk, raising $1.4 billion of institutional capital. From 2016 to 2017, Mr. Gerchen also served as President of Burford. Across both organizations, products developed for and deployed into the legal sector included single-case litigation finance, portfolio funding, risk management & insurance, claim monetization, postsettlement, bankruptcy & insolvency, international arbitration, and patent and intellectual property. Mr. Gerchen graduated from Brown University and received his law degree from Harvard Law School.

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Tom Gazdziak, 32
Chief Financial Officer

Mr. Gazdziak joined VPC in 2015 and currently serves as Fund Controller. He oversees VPC’s accounting team in the execution of accounting, finance, tax, audit, reporting and treasury related activities for the VPC funds, including VPC Specialty Lending Investments PLC (LSE: VSL), a VPC managed UK publicly listed investment trust focused on opportunities in the litigation and fintech markets. Mr. Gazdziak joined VPC from PricewaterhouseCoopers LLP where he progressed through several accounting roles since 2011 within the financial services practice specializing in the banking and capital markets industry. Mr. Gazdziak received a B.S. in accountancy and finance and an MBA in accountancy and financial analysis from the Kelley School of Business at Indiana University. He is a Certified Public Accountant (inactive).

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Board of Directors

Jeffrey C. Hammes, 61
Chairman

Mr. Hammes served as the Chairman of Kirkland & Ellis LLP and Kirkland & Ellis International LLP (collectively, “K&E”) from 2010 until retiring in 2019. During his tenure as Chairman of K&E, K&E revenues grew from $1.4 billion to more than $4.0 billion, and net income rose from less than $700 million to more than $2.2 billion according to the American Lawyer. Under Mr. Hammes’ leadership, in 2019, K&E ranked first in total revenue and aggregate net income among the world’s top large law firms according to Bloomberg. That growth came across a variety of verticals where K&E has built leading franchises, including private equity and M&A, restructuring and litigation, a breadth of expertise that affords valuable insight into various product categories as one of the largest consumers of the tech-enabled services offered by companies in our target universe. In addition, K&E currently services more than 400 private equity clients around the world and Mr. Hammes maintains relationships at the senior levels of many of those firms. Mr. Hammes graduated from the University of Wisconsin-Madison and received a J.D. from Northwestern Pritzker School of Law. He is a member of the Illinois bar (inactive).

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Richard Levy, 48
Director

Mr. Levy is the Chief Executive Officer and Founder of VPC. Mr. Levy oversees VPC’s investment and operational activities. Mr. Levy is also the chairman of VPC’s Senior Leadership Team and Investment Committee. Mr. Levy serves as chairman of the board of directors of VPC portfolio company, Giordano’s. He also serves as a member of the board of directors of VPC portfolio companies, Caribbean Financial Group and United Automobile Insurance Company, and as a board member of VPC Specialty Lending Investments Plc (LON: VSL), a VPC managed UK publicly listed investment trust. Previously, Mr. Levy served as head of the Small Cap Structured Products Group and co-head of the Solutions Group at Magnetar Capital. Mr. Levy also co-founded and served as managing partner at Crestview Capital Partners. Mr. Levy received a B.A. in political science from The Ohio State University, an MBA from the Illinois Institute of Technology’s Stuart School of Business and a J.D. from Chicago-Kent College of Law. He is a member of the Illinois bar (inactive). Mr. Levy is also chairman of the board of nonprofit, Gardeneers, an active board member of Camp Kesem and he sits on the Board of Trustees for the Illinois Institute of Technology.

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Senator Joseph Lieberman, 78
Director 

Senator Lieberman has served as Senior Counsel at Kasowitz, Benson & Torres LLP since 2013. Prior to joining Kasowitz, Senator Lieberman, the Democratic Vice Presidential nominee in 2000, served 24 years in the U.S. Senate, retiring in January 2013 following the end of his fourth term. During his tenure with the U.S. Senate, Senator Lieberman served as the Chairman of the Committee on Homeland Security and Governmental Affairs and helped shape legislation for homeland security, foreign policy, fiscal policy, environmental protection, human rights, health care, trade, energy, cyber security and taxes. Prior to being elected to the U.S. Senate, Senator Lieberman served as the Attorney General of the State of Connecticut from 1983 until 1988. From 1970 until 1980, Senator Lieberman also served in the Connecticut State Senate, including three terms as majority leader. Senator Lieberman currently serves on the board of directors of Park Hotels and Resorts Inc. (NASDAQ: PK). Senator Lieberman received his Bachelor of Arts degree in Political Science and Economics and his Juris Doctorate degree from Yale University.

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Albert Goldstein, 39
Director 

Mr. Goldstein is the Executive Chairman and Co-Founder of Avant, Inc (“Avant”) and Amount, Inc (“Amount”), each based in Chicago. Mr. Goldstein co-founded Avant in 2013 and Avant spun Amount off in January 2020. Amount is a technology platform helping large financial institutions digitize their credit offerings and improve their capability. Mr. Goldstein has built multiple companies throughout his professional career — including a real estate platform called Pangea Properties. Mr. Goldstein is currently a board member of Spring Labs, a blockchain company and I2R Holdings, a supplier of electricity and solar power. Goldstein has been the recipient of multiple awards for entrepreneurship including winning the Ernst & Young Midwest Entrepreneur of the Year Award twice and being named to the Crain’s Chicago Business 40 Under 40 list. Mr. Goldstein holds a Bachelors degree in Finance and Mathematics from the University of Illinois Urbana — Champaign.

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Kurt Summers, — [Appointed 12/20/21]
Director 

Mr. Summers has twenty years of experience in both private and public sector finance. Mr. Summers has been a Senior Advisor at Blackstone, Ullico and Bridgewater since November 2019, January 2020 and November 2020, respectively, where he provides insight and strategic direction around various investment opportunities and existing holdings. He has been a member of the Board of Directors of VPC Impact Acquisitions Holdings III, Inc. (NYSE: VPCC) since March 2021. From September 2020 to October 2021, Mr. Summers served as a member of the Board of Directors of VPC Impact Acquisition Holdings prior to its business combination with Bakkt Holdings, Inc. From 2014 to 2019, Mr. Summers served as Treasurer of the City of Chicago, where he managed the city’s more than $8 billion investment portfolio and served as a trustee or fiduciary of five local pension boards with nearly $25 billion under management. As Treasurer of Chicago, Mr. Summers and his team more than tripled the returns on the city’s portfolio, which now generates more than $100 million of incremental revenue to Chicago’s taxpayers, bondholders and other stakeholders each year. From 2012 to 2014, Mr. Summers served as Senior Vice President at Grosvenor Capital Management where he helped lead the firm’s strategy and business development efforts and served as a member of the Office of the Chairman. From 2010 to 2012, Mr. Summers served as Chief of Staff to the Cook County Board President where he was the architect of a turnaround of the second largest county in the country. From 2009 to 2010, Mr. Summers served as Managing Director at Ryan Specialty Group, an international specialty insurance organization. Mr. Summers began his career at McKinsey & Company, a preeminent global strategy-consulting firm, and also worked as an investment banker at Goldman Sachs. Mr. Summers received a BSBA in Finance and International Business with high honors from Washington University and an MBA from Harvard Business School.

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