WASHINGTON (August 8, 2022) – Venable client ZeroFox, Inc., an enterprise software-as-a-service leader in external cybersecurity, reported the closing of its previously announced business combination with L&F Acquisition Corp. (“L&F”), a special purpose acquisition company, and ID Experts Holdings, Inc. (“IDX”). L&F shareholders approved the transaction at L&F’s extraordinary general meeting held on August 2, 2022, and the transaction was completed on August 3, 2022. The combined company is now called ZeroFox Holdings, Inc. and began trading on the Nasdaq Stock Market on August 4, 2022, under the ticker symbol “ZFOX” for its common stock and “ZFOX.W” for its publicly traded warrants.
In this transaction, Venable’s work included providing advice regarding execution of letters of intent, a business combination agreement, PIPE and convertible notes financing, and the preparation and filing of a Form S-4 with the Securities and Exchange Commission.
“Venable was an integral part of our team as they provided advice from the earliest stages of this transaction in January 2021 through the closing,” said James C. Foster, co-founder, chairman, and CEO of ZeroFox. “Venable has been a trusted partner of ZeroFox since 2014, when we retained them to represent us in our Series A equity financing. We have relied on the Venable team to work with us for the past nine years on all of our financings, multiple acquisition transactions, general corporate and compliance matters, employment guidance, and general outside counsel.”
Tom FitzGerald, general counsel of ZeroFox, said, "We are extremely fortunate to have had Venable represent us in this transaction. The deal was complex and required deep experience in the areas of corporate, securities, M&A, and finance law. This was a big undertaking, and the Venable team provided tremendous support and counsel over the course of a year to ZeroFox management and our board of directors."
The primary Venable LLP attorneys involved in the deal were Anthony Rosso, Jeffrey Ostrager, Christopher Vaughn, Wallace Christner, Jeffrey Keehn, Lindsay Meyer, Wes Sudduth, Harry Atlas, AJ Zottola, Brian O’Connor, Elizabeth Stieff, Brian Tengel, Audrey Cubizolles, Jesse Hervitz, Daria Ivanova, and Elise Lindenmayer.
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