ZeroFox (ZFOX) SC 13G L&F Acquisition / JAR Sponsor ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

L&F Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G53702109

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G53702109

1	NAMES OF REPORTING PERSONS
	JAR Sponsor, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			4,242,500
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			4,242,500
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,242,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. G53702109

1	NAMES OF REPORTING PERSONS
	Jeffrey C. Hammes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,242,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,242,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,242,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. G53702109

1	NAMES OF REPORTING PERSONS
	Adam Gerchen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,242,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,242,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,242,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. G53702109

1	NAMES OF REPORTING PERSONS
	Richard Levy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,242,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,242,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,242,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 1(a). Name of Issuer

L&F Acquisition Corp.

Item 1(b). Address of the Issuer’s Principal Executive Offices

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Item 2(a). Names of Persons Filing

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)         JAR Sponsor, LLC; and

(ii)        Jeffrey C. Hammes;

(iii)       Adam Gerchen;

(iv)       Richard Levy.

Item 2(b). Address of the Principal Business Office, or if none, Residence:

The address of each of the Reporting Persons is:

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Item 2(c). Citizenship

JAR Sponsor, LLC is a limited liability company formed in the State of Delaware.

Jeffrey C. Hammes is a citizen of the United States.

Adam Gerchen is a citizen of the United States.

Richard Levy is a citizen of the United States.

Item 2(d). Title of Class of Securities

Class A Ordinary Shares, $0.0001 par value per share.

Item 2(e). CUSIP Number

G53702109

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐ (a) Broker or Dealer registered under Section 15 of the Exchange Act.

☐ (b) Bank as defined in Section 3(a)(b) or the Exchange Act.

☐ (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

☐ (d) Investment company registered under Section 8 of the Investment Company Act.

☐ (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

☐ (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

☐ (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

☐ (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐ (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

☐ (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

☐ Not applicable

Item 4. Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2020, the Reporting Persons directly hold 4,242,500 Class B Ordinary Shares of the Issuer, representing 19.6% of the  Issuer’s Ordinary Shares issued and outstanding, based on 17,250,000 Class A Ordinary Shares and 4,312,000 Class B Ordinary Shares outstanding as of January 4, 2021 as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on January 4, 2021. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-249497).

JAR Sponsor, LLC is controlled by Jeffrey C. Hammes, Adam Gerchen and Richard Levy, and as such each have voting and investment discretion with respect to the securities held by JAR Sponsor, LLC and may be deemed to have beneficial ownership of the securities held directly by the JAR Sponsor, LLC.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: February 10, 2021	JAR Sponsor, LLC
	By:	/s/ Adam Gerchen
		Name:	Adam Gerchen
		Title:	Chief Executive Officer

/s/ Jeffrey C. Hammes

Jeffrey C. Hammes

/s/ Adam Gerchen

Adam Gerchen

/s/ Richard Levy

Richard Levy

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)