Corbin Opportunity Fund, L.P.'s Form 4/A amendment
AmendedZeroFox Holdings, Inc. (ZFOX) · filed Aug 10, 2022
- Accession no.
- 0000895345-22-000596
- Filed
- Aug 10, 2022, 4:58 PM ET
- Trade date
- Aug 2, 2022
- Filing delay
- 8 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Aug 4, 2022
This filing lists 2 non-derivative transactions. Open-market sales total $283.2K. It was filed 8 days after the trade.
This amendment replaces 0000895345-22-000575 (filed Aug 4, 2022).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Corbin Opportunity Fund, L.P.CIK 0001476881 | Other: Former 10% Owner |
| Corbin Capital Partners, L.P.CIK 0001509874 | Other: Former 10% Owner |
| Corbin Capital Partners GP, LLCCIK 0001929448 | Other: Former 10% Owner |
| Corbin ERISA Opportunity Fund, Ltd.CIK 0001930631 | Other: Former 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 2, 2022 | Class A Ordinary Shares, par value $0.0001 per share | SSaleDisposed | −6,555 | $14.40F4 | −$94,416.25 | 461,778 | Indirect | |
| Aug 2, 2022 | Class A Ordinary Shares, par value $0.0001 per share | SSaleDisposed | −13,109 | $14.40F4 | −$188,818.1 | 923,558 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Held directly by Corbin Opportunity Fund, L.P., a Delaware limited partnership ("COF"). Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP") is the investment advisor to COF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by COF. Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP") is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by COF over which CCP shares beneficial ownership.
- F2
Held directly by Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company ("CEOF"). CCP is the investment advisor to CEOF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by CEOF over which CCP shares beneficial ownership.
- F3
Each of COF, CEOF, CCP and Corbin GP (the "Reporting Persons") disclaims beneficial ownership of all reported shares except to the extent of their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.
- F4
The price reported in Column 4 is a weighted average price. These Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of L&F Acquisition Corp. (the "Issuer") were sold in multiple transactions at prices ranging from $14.40 to $14.425, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A Ordinary Shares sold at each separate price within the ranges set forth in the footnotes of this Form 4.
Referenced by the price of 2 transactions in Table I.
Remarks
On August 3, 2022, the Issuer's Business Combination, as defined and described in the Issuer's proxy statement/prospectus included in its Registration Statement on Form S-4 (File No. 333-262570), as amended, (the "Registration Statement"), was consummated. As a result of the issuance of additional shares in the Business Combination, the Reporting Persons no longer beneficially own more than 10% of the Issuer's securities, which now trade under the name ZeroFox Holdings, Inc. This Amendment to the Form 4 filed by the Reporting Persons on August 4, 2022 is being filed solely to amend the amount of securities sold on August 2, 2022 to reflect an upsize to the transactions previously reported on that Form 4.