ZeroFox (ZFOX) 10-K 29 Mar 23 2023 FY Annual report Financial data

Cover Page

Cover Page - USD ($) $ in Millions	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Jan. 31, 2023	Mar. 28, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type		10-K
Amendment Flag		false
Document Annual Report		true
Document Period End Date		Jan. 31, 2023
Current Fiscal Year End Date		--01-31
Document Fiscal Year Focus		2023
Document Fiscal Period Focus		FY
Document Transition Report		false
Securities Act File Number		001-39722
Entity Registrant Name		ZeroFox Holdings, Inc.
Entity Central Index Key		0001823575
Entity Incorporation, State or Country Code		DE
Entity Tax Identification Number		98-1557361
Entity Address, Address Line One		1834 S. Charles Street
Entity Address, City or Town		Baltimore
Entity Address, State or Province		MD
Entity Address, Postal Zip Code		21230
City Area Code		855
Local Phone Number		936-9369
Entity Well-known Seasoned Issuer		No
Entity Voluntary Filers		No
Entity Current Reporting Status		Yes
Entity Interactive Data Current		Yes
Entity Filer Category		Non-accelerated Filer
Entity Small Business		true
Entity Emerging Growth Company		true
Entity Ex Transition Period		false
ICFR Auditor Attestation Flag		false
Entity Shell Company		false
Entity Common Stock, Shares Outstanding			118,579,679
Entity Public Float				$ 19.6
Auditor Name	Deloitte & Touche LLP	Deloitte & Touche LLP
Auditor Firm ID	34	34
Auditor Location	McLean, Virginia	McLean, Virginia
Documents Incorporated by Reference		DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement relating to the 2023 annual meeting of stockholders (the Proxy Statement) are incorporated herein by reference in Part III of this Annual Report on Form 10-K (the Annual Report). The Proxy Statement will be filed with the Securities and Exchange Commission (the SEC) within 120 days after the year ended January 31, 2023.
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security		Common Stock, $0.0001 par value per share
Trading Symbol		ZFOX
Security Exchange Name		NASDAQ
Common Stock Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security		Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol		ZFOXW
Security Exchange Name		NASDAQ

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 47,549	$ 2,806	$ 10,274
Accounts receivable, net of allowance for doubtful accounts	29,609		17,046
Deferred contract acquisition costs, current	5,456		4,174
Prepaid expenses and other assets	5,300		1,276
Total current assets	87,914		32,770
Property and equipment, net of accumulated depreciation	671		694
Capitalized software, net of accumulated amortization	253		914
Deferred contract acquisition costs, net of current portion	7,751		7,481
Acquired intangible assets, net of accumulated amortization	262,444		14,210
Operating lease right-of-use assets	720
Goodwill	406,608	35,002	35,002
Other Assets	550		319
Total assets	766,911		91,390
Current liabilities:
Accounts payable	3,099		4,276
Accrued compensation, accrued expenses, and other current liabilities	18,751		7,020
Deferred revenue, current	47,977		29,532
Current portion of long-term debt	15,938		5,970
Operating lease liabilities, current	406
Total current liabilities	86,171		46,798
Deferred revenue, net of current portion	5,981		9,299
Long-term debt, net of deferred financing costs	157,843		45,503
Operating lease liabilities, net of current portion	427
Warrants	2,581		10,709
Sponsor earnout shares	2,445		0
Deferred tax liability	22,592		0
Total liabilities	278,040		112,309
Commitments and contingencies
Redeemable convertible preferred stock	0		132,229
Shareholders' Deficit
Common stock	12		0
Additional paid-in capital	1,243,637		3,873
Accumulated deficit	(754,677)		(156,820)
Accumulated other comprehensive loss	(101)		(201)
Total stockholders' equity (deficit)	488,871	(23,825)	(153,148)
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit)	$ 766,911		$ 91,390
ID Experts Holdings, Inc. and Subsidiary [Member]
Current assets:
Cash and cash equivalents		16,284		$ 17,986
Accounts receivable, net of allowance for doubtful accounts		11,937		9,997
Deferred contract acquisition costs, current		1,843		825
Prepaid expenses and other assets		1,232		953
Total current assets		31,296		29,761
Property and equipment, net of accumulated depreciation		125		127
Deferred contract acquisition costs, net of current portion		189		263
Deferred tax asset		2,584		1,229
Other long-term assets, net				37
Total assets		34,194		31,417
Current liabilities:
Accounts payable		7,548		7,286
Accrued compensation, accrued expenses, and other current liabilities		6,256		6,606
Deferred revenue, current		9,314		7,560
Current portion of convertible debt, carried at fair value		3,034		2,445
Current portion of long-term debt		3,333		1,667
Total current liabilities		29,485		25,564
Deferred revenue, net of current portion		1,522		2,116
Accrued expenses, long term		954		750
Long-term debt, net of deferred financing costs		6,100		8,319
Total liabilities		38,061		36,749
Commitments and contingencies
Redeemable convertible preferred stock		65,166		64,902
Shareholders' Deficit
Common stock		1		1
Additional paid-in capital		2,058
Accumulated deficit		(71,092)		(70,235)
Total stockholders' equity (deficit)		(69,033)		(70,234)
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit)		34,194		31,417
ID Experts Holdings, Inc. and Subsidiary [Member] | A-1 Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Redeemable convertible preferred stock		10,000		10,000
ID Experts Holdings, Inc. and Subsidiary [Member] | A-2 Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Redeemable convertible preferred stock		$ 55,166		$ 54,902

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Aug. 03, 2022	Dec. 31, 2021
ID Experts Holdings, Inc. and Subsidiary [Member]
Shareholders' Deficit
Allowance for doubtful accounts, net	$ 65	$ 179
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	53,000,000	53,000,000
Common stock, shares issued (in shares)	13,225,071	11,671,845
Common stock, shares outstanding (in shares)	13,225,071	11,671,845
ID Experts Holdings, Inc. and Subsidiary [Member] | A-1 Redeemable Convertible Preferred Stock [Member]
Shareholders' Deficit
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	6,000,000	6,000,000
Temporary equity, shares issued (in shares)	5,882,350	5,882,350
Temporary equity, shares outstanding (in shares)	5,882,350	5,882,350
Temporary equity, liquidation preference (in shares)	$ 10,000	$ 10,000
ID Experts Holdings, Inc. and Subsidiary [Member] | A-2 Redeemable Convertible Preferred Stock [Member]
Shareholders' Deficit
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	27,000,000	27,000,000
Temporary equity, shares issued (in shares)	26,194,324	26,069,330
Temporary equity, shares outstanding (in shares)	26,194,324	26,069,330
Temporary equity, liquidation preference (in shares)	$ 55,166	$ 54,902

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss and Income - USD ($) $ in Thousands	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Revenue
Revenue	$ 88,386	$ 29,237		$ 47,433
Cost of revenue
Cost of revenue	61,825	8,806		16,357
Gross profit	26,561	20,431		31,076
Operating expenses
Research and development	12,134	8,092		12,810
Sales and marketing	35,859	18,516		29,873
General and administrative expenses	18,218	10,093		16,408
Goodwill impairment	698,650
Total operating expenses	764,861	36,701		59,091
(Loss) income from operations	(738,300)	(16,270)		(28,015)
Other income (expense)
Interest expense, net	(7,867)	(2,965)		(3,585)
Change in fair value of warrant liabilities	5,364	(2,059)		(7,375)
Change in fair value of sponsor earnout shares	(9,634)
Total other income (expense)	7,131	(5,024)		(10,960)
(Loss) income before income taxes	(731,169)	(21,294)		(38,975)
(Benefit from) provision for income taxes	(10,522)	111		(536)
Net (loss) income after tax	(720,647)	(21,405)		(38,439)
Net (loss) income attributable to common stockholders, basic	$ (720,647)	$ (21,405)		$ (38,439)
Net (loss) income per share attributable to common stockholders, basic	$ (6.17)	$ (0.50)		$ (0.91)
Net (loss) income per share attributable to common stockholders, diluted	$ (6.17)	$ (0.50)		$ (0.91)
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, basic:	116,862,277	43,041,209		42,073,351
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, diluted:	116,862,277	43,041,209		42,073,351
Other comprehensive (loss) income
Foreign currency translation	$ (101)	$ 36		$ (78)
Total other comprehensive (loss) income	(101)	36		(78)
Total comprehensive (loss) income	(720,748)	(21,369)		(38,517)
ID Experts Holdings, Inc. and Subsidiary [Member]
Revenue
Revenue			$ 66,758		$ 106,072
Cost of revenue
Cost of revenue			52,254		82,745
Gross profit			14,504		23,327
Operating expenses
Research and development			3,325		4,941
Sales and marketing			4,594		7,181
General and administrative expenses			5,758		6,873
Total operating expenses			13,677		18,995
(Loss) income from operations			827		4,332
Other income (expense)
Interest expense, net			(314)		(483)
Other expense			(585)		(717)
Change in fair value of warrant liabilities			(133)		(1,943)
Total other income (expense)			(1,032)		(3,143)
(Loss) income before income taxes			(205)		1,189
(Benefit from) provision for income taxes			652		1,716
Net (loss) income after tax			(857)		(527)
Net (loss) income attributable to common stockholders, basic			(857)		(32,978)
Net (loss) income attributable to common stockholders, diluted			$ (857)		$ (32,978)
Net (loss) income per share attributable to common stockholders, basic			$ (0.07)		$ (2.80)
Net (loss) income per share attributable to common stockholders, diluted			$ (0.07)		$ (2.80)
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, basic:			12,854,967		11,777,989
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, diluted:			12,854,967		11,777,989
Subscriptions [Member]
Revenue
Revenue		27,946		45,117
Cost of revenue
Cost of revenue		8,349		15,181
Subscription [Member]
Revenue
Revenue	31,679
Cost of revenue
Cost of revenue	18,225
Service [Member]
Revenue
Revenue	56,707	1,291		2,316
Cost of revenue
Cost of revenue	$ 43,600	$ 457		$ 1,176

Consolidated Statements of Rede

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)	USD ($) shares	ZeroFox, Inc. [Member] USD ($)	IDX [Member] USD ($)	PIPE [Member] USD ($)	Series E Redeemable Convertible Preferred Stock [Member] USD ($)	Series E Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series D-2 Redeemable Convertible Preferred Stock [Member] USD ($)	Series D-2 Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series D-1 Redeemable Convertible Preferred Stock [Member] USD ($)	Series D-1 Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series D Redeemable Convertible Preferred Stock [Member] USD ($)	Series D Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series C-1 Redeemable Convertible Preferred Stock [Member] USD ($)	Series C-1 Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series C Redeemable Convertible Preferred Stock [Member] USD ($)	Series C Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series B Redeemable Convertible Preferred Stock [Member] USD ($)	Series B Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series A Redeemable Convertible Preferred Stock [Member] USD ($)	Series A Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Series Seed Redeemable Convertible Preferred Stock [Member] USD ($)	Series Seed Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Redeemable Convertible Preferred Stock [Member] USD ($)	Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Common Stock [Member] USD ($) shares	Common Stock [Member] ZeroFox, Inc. [Member] USD ($) shares	Common Stock [Member] IDX [Member] USD ($) shares	Common Stock [Member] PIPE [Member] shares	Common Stock [Member] L&F Class A Ordinary Shares [Member] AFN (؋) shares	Common Stock [Member] L&F Class B Ordinary Shares [Member] shares	Additional Paid in Capital [Member] USD ($)	Additional Paid in Capital [Member] ZeroFox, Inc. [Member] USD ($)	Additional Paid in Capital [Member] IDX [Member] USD ($)	Additional Paid in Capital [Member] PIPE [Member] USD ($)	Accumulated Deficit [Member] USD ($)	Accumulated Deficit [Member] ZeroFox, Inc. [Member] USD ($)	Accumulated Other Comprehensive Income [Member] USD ($)	Accumulated Other Comprehensive Income [Member] ZeroFox, Inc. [Member] USD ($)
Beginning balance at Jan. 31, 2021						$ 25,409,000		$ 1,451,000		$ 8,171,000		$ 21,067,000		$ 13,979,000		$ 19,899,000		$ 22,047,000		$ 10,159,000		$ 2,208,000		$ 124,390,000
Beginning balance (in shares) at Jan. 31, 2021 | shares						12,006,090		993,868		5,878,303		13,871,547		11,376,115		21,124,699		26,914,949		15,997,285		9,198,372		117,361,228
Beginning balance at Jan. 31, 2021		$ (115,529,000)																														$ 2,975,000				$ (118,381,000)		$ (123,000)
Beginning balance (in shares) at Jan. 31, 2021 | shares																										41,904,944
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion						$ 7,839,000																		$ 7,839,000
Conversion (in shares) | shares						3,221,347																		3,221,347
Issuance of restricted stock		34,000																														34,000
Issuance of restricted stock (in shares) | shares																										176,317
Stock-based compensation expense		662,000																														662,000
Exercise of options		202,000																														202,000
Exercise of options (in shares) | shares																										811,666
Net loss	$ (38,439,000)	(38,439,000)																																		(38,439,000)
Foreign currency translation adjustment		(78,000)																																				(78,000)
Ending balance at Jan. 31, 2022	132,229,000				$ 33,248,000	$ 33,248,000	$ 1,451,000	$ 1,451,000	$ 8,171,000	$ 8,171,000	$ 21,067,000	$ 21,067,000	$ 13,979,000	$ 13,979,000	$ 19,899,000	$ 19,899,000	$ 22,047,000	$ 22,047,000	$ 10,159,000	$ 10,159,000	$ 2,208,000	$ 2,208,000	$ 132,229,000	$ 132,229,000
Ending balance (in shares) at Jan. 31, 2022 | shares						15,227,437		993,868		5,878,303		13,871,547		11,376,115		21,124,699		26,914,949		15,997,285		9,198,372		120,582,575
Ending balance at Jan. 31, 2022	(153,148,000)	(153,148,000)																														3,873,000				(156,820,000)		(201,000)
Ending balance (in shares) at Jan. 31, 2022 | shares																										42,892,927
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants						$ 3,043,000								$ 2,857,000										$ 5,900,000
Exercise of warrants (in shares) | shares						539,576								506,490										1,046,066
Stock-based compensation expense		862,000																														862,000
Exercise of options		104,000																														104,000
Exercise of options (in shares) | shares																										392,450
Net loss		(21,405,000)																																		(21,405,000)
Foreign currency translation adjustment		36,000																																				36,000
Ending balance at Aug. 03, 2022					36,291,000	$ 36,291,000	1,451	$ 1,451,000	8,171,000	$ 8,171,000	21,067,000	$ 21,067,000	16,836,000	$ 16,836,000	19,899,000	$ 19,899,000	22,047,000	$ 22,047,000	10,159,000	$ 10,159,000	2,208,000	$ 2,208,000	138,129,000	$ 138,129,000
Ending balance (in shares) at Aug. 03, 2022 | shares						15,767,013		993,868		5,878,303		13,871,547		11,882,605		21,124,699		26,914,949		15,997,285		9,198,372		121,628,641
Ending balance at Aug. 03, 2022	(23,825,000)	(173,551,000)																											؋ 1,006,002		$ 10,205,000	4,839,000			$ (34,030,000)	(178,225,000)		(165,000)
Ending balance (in shares) at Aug. 03, 2022 | shares																										43,285,377				4,312,500
Beginning balance at Jan. 31, 2022	132,229,000				33,248,000	$ 33,248,000	1,451,000	$ 1,451,000	8,171,000	$ 8,171,000	21,067,000	$ 21,067,000	13,979,000	$ 13,979,000	19,899,000	$ 19,899,000	22,047,000	$ 22,047,000	10,159,000	$ 10,159,000	2,208,000	$ 2,208,000	132,229,000	$ 132,229,000
Beginning balance (in shares) at Jan. 31, 2022 | shares						15,227,437		993,868		5,878,303		13,871,547		11,376,115		21,124,699		26,914,949		15,997,285		9,198,372		120,582,575
Beginning balance at Jan. 31, 2022	$ (153,148,000)	(153,148,000)																														3,873,000				(156,820,000)		(201,000)
Beginning balance (in shares) at Jan. 31, 2022 | shares																										42,892,927
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares) | shares	392,450
Net loss	$ (21,405,000)
Ending balance at Aug. 03, 2022					$ 36,291,000	$ 36,291,000	$ 1,451	$ 1,451,000	$ 8,171,000	$ 8,171,000	$ 21,067,000	$ 21,067,000	$ 16,836,000	$ 16,836,000	$ 19,899,000	$ 19,899,000	$ 22,047,000	$ 22,047,000	$ 10,159,000	$ 10,159,000	$ 2,208,000	$ 2,208,000	$ 138,129,000	$ 138,129,000
Ending balance (in shares) at Aug. 03, 2022 | shares						15,767,013		993,868		5,878,303		13,871,547		11,882,605		21,124,699		26,914,949		15,997,285		9,198,372		121,628,641
Ending balance at Aug. 03, 2022	(23,825,000)	(173,551,000)																											؋ 1,006,002		10,205,000	4,839,000			(34,030,000)	$ (178,225,000)		$ (165,000)
Ending balance (in shares) at Aug. 03, 2022 | shares																										43,285,377				4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion	1,000																								$ 1,000
Conversion (in shares) | shares																									5,318,502				(1,006,002)	(4,312,500)
Issuance of Common Stock		$ 898,232,000	$ 304,957,000	$ 20,000,000																						$ 8,000	$ 3,000					$ 898,224,000	$ 304,954,000	$ 20,000,000
Issuance of Common Stock (in shares) | shares																										82,030,308	27,849,942	2,000,000
Exercise of warrants	$ 7,632,000																														7,632,000
Exercise of warrants (in shares) | shares	784,907																								784,907
Stock-based compensation expense	$ 2,500,000																														2,500,000
Exercise of options	$ 122,000																														122,000
Exercise of options (in shares) | shares	206,476																								206,476
Net loss	$ (720,647,000)																																		(720,647,000)
Foreign currency translation adjustment	(101,000)																																				$ (101,000)
Ending balance at Jan. 31, 2023	0
Ending balance at Jan. 31, 2023	$ 488,871,000																								$ 12,000						$ 1,243,637,000				$ (754,677,000)		$ (101,000)
Ending balance (in shares) at Jan. 31, 2023 | shares																									118,190,135

Consolidated Statements of Re_2

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Total	Series A-1 Redeemable Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	ID Experts Holdings, Inc. and Subsidiary [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Series A-1 Redeemable Convertible Preferred Stock [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Series A-2 Redeemable Convertible Preferred Stock	ID Experts Holdings, Inc. and Subsidiary [Member] Common Stock [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Additional Paid-in Capital [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2020							$ 5,000	$ 27,451
Beginning balance (in shares) at Dec. 31, 2020							5,882,350	26,069,330
Beginning balance at Dec. 31, 2020						$ (37,309)			$ 1	$ 585	$ (37,895)
Beginning balance (in shares) at Dec. 31, 2020									9,674,164
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued						70				70
Common stock issued (in shares)									1,997,681
Stock-based compensation expense						29				29
Change in preferred shares fair value						(32,451)	$ 5,000	$ 27,451		(684)	(31,767)
Warrant reclassification						(46)					(46)
Net loss						(527)					(527)
Ending balance at Dec. 31, 2021						64,902	$ 10,000	$ 54,902
Ending balance (in shares) at Dec. 31, 2021							5,882,350	26,069,330
Ending balance at Dec. 31, 2021						(70,234)			$ 1		(70,235)
Ending balance (in shares) at Dec. 31, 2021									11,671,845
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (38,439)
Ending balance at Jan. 31, 2022	132,229	$ 10,159
Ending balance at Jan. 31, 2022	(153,148)
Beginning balance at Dec. 31, 2021						64,902	$ 10,000	$ 54,902
Beginning balance at Dec. 31, 2021						(70,234)			$ 1		(70,235)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued						2,042				2,042
Common stock issued (in shares)									1,553,226
Preferred stock issued								$ 264
Preferred stock issued (in shares)								124,994
Stock-based compensation expense						16				16
Net loss						(857)					(857)
Ending balance at Aug. 03, 2022		10,159				65,166	$ 10,000	$ 55,166
Ending balance (in shares) at Aug. 03, 2022							5,882,350	26,194,324
Ending balance at Aug. 03, 2022	(23,825)			$ 10,205	$ (34,030)	(69,033)			$ 1	2,058	(71,092)
Ending balance (in shares) at Aug. 03, 2022									13,225,071
Beginning balance at Jan. 31, 2022	132,229	10,159
Beginning balance at Jan. 31, 2022	(153,148)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(21,405)
Ending balance at Aug. 03, 2022		$ 10,159				65,166	$ 10,000	$ 55,166
Ending balance (in shares) at Aug. 03, 2022							5,882,350	26,194,324
Ending balance at Aug. 03, 2022	(23,825)			10,205	(34,030)	$ (69,033)			$ 1	$ 2,058	$ (71,092)
Ending balance (in shares) at Aug. 03, 2022									13,225,071
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,500			2,500
Net loss	(720,647)				(720,647)
Ending balance at Jan. 31, 2023	0
Ending balance at Jan. 31, 2023	$ 488,871		$ 12	$ 1,243,637	$ (754,677)
Ending balance (in shares) at Jan. 31, 2023			118,190,135

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (720,647)	$ (21,405)		$ (38,439)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment	698,650
Depreciation and amortization	366	322		546
Amortization of software development costs	25	321		560
Amortization of acquired intangible assets	23,056	1,604		3,022
Amortization of right-of-use assets	526
Amortization of deferred debt issuance costs	24	229		361
Stock-based compensation	2,500	862		696
Loss on sale of asset				3
Provision for bad debts	32	(7)		16
Change in fair value of warrants	(5,364)	2,059		7,375
Change in fair value of contingent consideration				(146)
Change in fair value of sponsor earnout shares	(9,634)
Deferred tax benefit (expense)	(10,992)			(636)
Noncash interest expense	7,867	2,965		3,585
Noncash interest expense	6,564	303		69
Changes in operating assets and liabilities:
Accounts receivable	(3,736)	3,643		(3,776)
Deferred contract acquisition costs	(1,267)	(109)		(1,517)
Prepaid expenses and other assets	(187)	(1,498)		(284)
Accounts payable, accrued compensation, accrued expenses, and other current liabilities	(8,274)	(3,073)		4,766
Operating lease liabilities	(413)
Deferred revenue	1,365	2,926		9,680
Other liabilities				(368)
Net cash (used in) provide by operating activities	(27,406)	(13,823)		(18,072)
Cash Flows from Investing Activities:
Proceeds from the Trust Account	34,864
Business acquisition, net of cash acquired				(3,792)
Purchases of property and equipment	(313)	(245)		(572)
Capitalized software	(278)	(501)		(674)
Net cash used in investing activities	(63,899)	(746)		(5,038)
Cash Flows from Financing Activities:
Proceeds from issuance of convertibles notes, net of issuance costs	149,872
Proceeds from PIPE	20,000
Exercise of stock options	122	104		202
Proceeds from issuance of debt, net of issuance costs		7,412		19,965
Repurchase of class A ordinary shares	(24,626)
Payment of deferred underwriting fee	(6,054)
Repayment of debt	(469)	(469)		(469)
Net cash provided by financing activities	138,845	7,047		19,698
Foreign exchange translation adjustment	(101)	54		(78)
Net change in cash, cash equivalents, and restricted cash	47,439	(7,468)		(3,490)
Cash, cash equivalents, and restricted cash beginning of period	2,906	10,374		13,864
Cash, cash equivalents, and restricted cash end of period	47,649	2,906	$ 2,906	10,374
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	625	2,266		3,038
Cash paid for income taxes	75	50		90
Non-Cash Investing and Financing Activities:
Exercise of warrants	(7,632)	(5,900)
Issuance of warrants along with issuance of debt		519		528
Note payable issued in connection with Business Combination				3,750
Issuance of redeemable convertible preferred stock in connection with acquisition				$ 7,839
ID Experts Holdings, Inc. and Subsidiary [Member]
Cash Flows from Operating Activities:
Net loss			(857)		$ (527)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			46		121
Amortization of deferred debt issuance costs			2		4
Stock-based compensation			16		28
Gain on warrant exercised			(8)
Provision for bad debts			(117)		172
Change in fair value of warrants			133		1,943
Change in fair value of debt			589		712
Deferred tax benefit (expense)			(1,354)		199
Noncash interest expense			314		483
Other			(116)		175
Changes in operating assets and liabilities:
Accounts receivable			(1,823)		(1,346)
Deferred contract acquisition costs			(944)		(69)
Other long-term assets			36
Prepaid expenses and other assets			(278)		(69)
Accrued compensation, accrued expenses, and other current liabilities			1,843		850
Accounts payable			262		920
Deferred revenue			1,160		(427)
Net cash (used in) provide by operating activities			(1,293)		3,368
Cash Flows from Investing Activities:
Business acquisition, net of cash acquired	(49,803)
Purchases of property and equipment			(44)		(125)
Net cash used in investing activities			(44)		(125)
Cash Flows from Financing Activities:
Exercise of stock options			191		70
Payment of debt issuance cost					(2)
Repayment of debt			(556)
Principal payments on capital lease obligations					(68)
Net cash provided by financing activities			(365)
Net change in cash, cash equivalents, and restricted cash			(1,702)		3,243
Cash, cash equivalents, and restricted cash beginning of period	16,284		17,986		14,743
Cash, cash equivalents, and restricted cash end of period		$ 16,284	16,284		17,986
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest			307		489
Cash paid for income taxes			107		2,350
Transaction costs included in accounts payable and accrued expenses					690
Non-Cash Investing and Financing Activities:
Increase in redeemable convertible preferred stock			(264)
Decrease in accrued expense			2,122
Increase in retained earnings			(8)
Increase in additional paid in capital			$ (1,850)
Warrant reclassification					46
Increase in fair value preferred shares					32,451
Decrease in accumulated deficit					(31,767)
Decrease in additional paid in capital					$ (684)
ZeroFox
Cash Flows from Investing Activities:
Business acquisition, net of cash acquired	$ (48,369)

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 47,549	$ 2,806	$ 10,274
Restricted cash included in other assets	100	100	100
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows.	$ 47,649	$ 2,906	$ 10,374

Organization and Description of

Organization and Description of Business	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Organization and Description of Business [Line Items]
Organization and Description of Business	1: Organization and Description of Business ZeroFox Holdings, Inc. (ZeroFox Holdings) is a holding company incorporated in the state of Delaware. ZeroFox Holdings was formerly known as L&F Acquisition Corp. (L&F) and was a blank check, Cayman Islands exempted company, incorporated on August 20, 2020. ZeroFox Holdings conducts its business through its wholly-owned, consolidated subsidiaries, primarily ZeroFox, Inc. and Identity Theft Guard Solutions, Inc. The Company provides digital risk protection services and safeguards modern organizations from dynamic security risks across social, mobile, surface, deep web, dark web, email, and collaboration platforms. Using diverse data sources and artificial intelligence-based analysis, the ZeroFox Platform identifies and remediates targeted phishing attacks, credential compromise, data exfiltration, brand hijacking, executive and location threats, and more. The patented ZeroFox Software as a Service (“SaaS”) technology processes and protects electronic posts, messages, and accounts daily across the social and digital landscape, spanning social media platforms, mobile app stores, the deep web, dark web, domains, and more. The Company offers its services on a subscription basis. On August 3, 2022 (the Closing Date), L&F, ZeroFox, Inc., and ID Experts Holdings, Inc. (IDX), consummated the business combination (the Business Combination) as contemplated by the Business Combination Agreement, dated as of December 17, 2021. In connection with the finalization of the Business Combination, L&F changed its name to ZeroFox Holdings, Inc. and changed its jurisdiction of incorporation from the Cayman Islands to the state of Delaware. The Company changed its fiscal year end to January 31. The terms "ZeroFox", "the Company", and "Successor" refer to ZeroFox Holdings, Inc. and its subsidiaries, including ZeroFox, Inc. and ID Experts Holdings, Inc. after the Closing Date. The term "the Successor Period" refers to the duration of time including the finalization of the Business Combination through the end of current reporting period i.e., August 3, 2022, to January 31, 2023. The term "Predecessor" refers to ZeroFox, Inc. and its subsidiaries prior to the Closing Date. The term "the Year to Date Predecessor Period" refers to the duration of time from the first day of the current fiscal year to just prior to the finalization of the Business Combination i.e., February 1, 2022, to August 3, 2022. The Company's Common Stock is listed on The Nasdaq Global Market under the ticker symbol "ZFOX" and its warrants are listed on The Nasdaq Capital Market under the ticker symbol "ZFOXW". The Company provides an external cybersecurity platform and related services that protect organizations from threats outside the traditional corporate perimeter. These threats impact organizations, their brands, digital assets, and people, and include targeted phishing attacks, account takeovers, credential theft, data leakage, domain spoofing, and impersonations. The Company’s cloud-native platform combines protection, intelligence, adversary disruption, and response services into an integrated solution (our Platform). As result of internal efforts and our acquisition of IDX, the Company also provides data breach response services, and associated identity and privacy protection services, including prevention, detection, forensic services, notification, and recovery assistance. Segment Information Operating segments are defined as components of an enterprise for which discrete financial information is made available for evaluation by the chief operating decision maker (CODM) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The CODM views the Company’s operations and manages its activities as a single operating segment. The Company’s assets are primarily located in the United States.
ID Experts Holdings, Inc. and Subsidiary [Member]
Organization and Description of Business [Line Items]
Organization and Description of Business		1: Organization and Description of Business ID Experts Holdings, Inc., and subsidiary (IDX) believes it has a leading position in the United States by revenue as a provider of data breach response services, and associated identity and privacy protection services, to both government and commercial entities. IDX’s data breach solutions include prevention, detection, forensic services, notification, and recovery assistance. IDX’s membership subscriptions include credit and non-credit monitoring, prevention tools, and unlimited recovery assistance. ID Experts Holdings, Inc. was incorporated in the State of Delaware in 2016 at which time Identity Theft Guard Solutions, Inc. (ITGS), the primary operating entity, became the wholly-owned subsidiary of ID Experts Holdings, Inc. in 2016 during its recapitalization. IDX serves clients throughout the United States of America and is located in Portland, Oregon. On December 15, 2021, IDX’s Board of Directors approved a business combination agreement, which was entered into as of December 17, 2021, and announced publicly on December 20, 2021. The business combination agreement details a transaction where IDX was to be merged with ZeroFox, Inc. (ZeroFox) and L&F Acquisition Corp. (L&F), a special purpose acquisition corporation (SPAC) and publicly traded company. IDX and ZeroFox are both the legal and accounting acquirees and L&F is the legal and accounting acquiror. On the date of the Business Combination, L&F changed its name to ZeroFox Holdings, Inc. (ZeroFox Holdings). See Note 2b for additional information.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Accounting Policies [Line Items]
Summary of Significant Accounting Policies	2: Summary of Significant Accounting Policies Basis of Presentation As result of the Business Combination, the Company evaluated if L&F, ZeroFox, or IDX is the predecessor for accounting purposes. The Company considered the application of Rule 405 of Regulation C, the interpretative guidance of the staff of the United States Securities and Exchange Commission (SEC), including factors for the Registrant to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses the Company's business in our Form 10-Q and Form 10-K filings. In considering the foregoing principles of predecessor determination in light of the Company's specific facts and circumstances, management determined that ZeroFox, Inc. is the predecessor for accounting purposes. The financial statement presentation includes the financial statements of ZeroFox, Inc. as “Predecessor” for periods prior to the Closing Date and the financial statements of the Company as “Successor” for the period after the Closing Date, including the consolidation of ZeroFox, Inc. and IDX. The predecessor financial statements for IDX are included separately within this report. Refer to Note 5 for further discussion on the Business Combination. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) as set forth by the Financial Accounting Standards Board (FASB). References to US GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codifications (ASC). Emerging Growth Company Status The Company is an “emerging growth company,” (EGC) as defined in the Jumpstart Our Business Startups Act, (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities within these consolidated financial statements. Significant estimates and judgments include but are not limited to: (1) revenue recognition, (2) capitalization of internally developed software costs, (3) fair value of stock-based compensation, (4) valuation of assets acquired and liabilities assumed in business combinations, (5) useful lives of contract acquisition costs and intangible assets, (6) evaluation of goodwill and long lived assets for impairment, (7) valuation of warrants and the Sponsor Earnout Shares (see Note 12), and (8) valuation allowances associated with deferred tax assets. The Company bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from results of prior periods. Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts and money market funds. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which, due to their short-term nature, approximates fair value. Restricted Cash Cash that is unavailable for general operating purposes is classified as restricted cash and is included with other assets on the Consolidated Balance Sheets. Restricted cash represents amounts pledged as collateral for credit card accounts as contractually required by the Company’s lenders. Revenue Recognition The Company derives its revenue from providing its customers with subscription access to the Company’s External Cybersecurity Platform (subscription revenue) and services (services revenue). In accordance with ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for those services. To achieve the core principle of this standard, the Company applies the following five steps: a) Identify Contracts with Customers. The Company considers the terms and conditions of contracts and its customary business practices in identifying contracts with customers in accordance with ASC 606. The Company determines it has a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services to be transferred, the Company can identify the payment terms for the services, and the Company has determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. b) Identify the Performance Obligations in the Contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and that are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. c) Determine the Transaction Price. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The Company’s typical pricing for its subscriptions and professional services does not result in contracts with significant variable consideration. The Company’s arrangements do not contain significant financing components. d) A llocate the Transaction Price to Performance Obligations in the Contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on the stand-alone selling price (SSP) of each performance obligation, using the relative selling price method of allocation. e) Recognize Revenue When or As Performance Obligations are Satisfied. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. For our performance obligations, the Company transfers control over time, as the customer simultaneously receives and consumes the benefits provided by the Company’s service. Subscription Revenue The Company generates subscription revenue from its External Cybersecurity Platform. Subscription revenue from the External Cybersecurity Platform includes the sale of subscriptions to access the platform and related support and intelligence services. Subscription revenue is driven by the number of assets protected and the desired level of service. These arrangements do not provide the customer with the right to take possession of the Company’s software operating on its cloud platform at any time. These arrangements represent a combined, stand-ready performance obligation to provide access to the software together with related support and intelligence services. Customers are granted continuous access to the External Cybersecurity Platform over the contractual period. Revenue is recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. The Company’s subscription contracts generally have terms of one to three years , which are primarily billed in advance and are non-cancelable. Services Revenue The Company generates services revenue by executing engagements for data breach response and intelligence services. The Company generates breach response revenue primarily from various combinations of notification, project management, communication services, and ongoing identity protection services. Performance periods generally range from one to three years . The Company’s breach response contracts are structured as either fixed price or variable price. In fixed price contracts, the Company charges a fixed total price or fixed individual price for the total combination of services. For variable price breach services contracts, the Company charges the breach communications component, which includes notifications and call center, at a fixed total fee, and the Company charges the ongoing identity protection services as incurred using a fixed price per enrollment. The Company generally bills for fixed fees at the time the contract is executed. For larger contracts, the Company bills 50% at the time the contract is executed and the remaining 50% within 30 days of contract execution. For variable price breach contracts, the Company invoices for identity protection services on a monthly basis in arrears. The Company offers several types of cybersecurity services, including investigative, security advisory and training services. The Company often sells a suite of cybersecurity services along with subscriptions to its External Cybersecurity Platform. All of the Company’s advisory and training services are considered distinct performance obligations from the External Cybersecurity Platform subscriptions services within the context of the Company’s contracts. Revenue is recognized over time as the customers benefit from these services as they are performed or as control of the promised services is transferred to the customer. These contracts are most often fixed fee arrangements and less frequently arrangements that are billed at hourly rates. These contracts normally have terms of one year or less. Contracts with Multiple Performance Obligations The majority of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately . The transaction price is allocated to the separate performance obligations based on the SSP of each performance obligation using the relative selling price method of allocation. Revenue from Reseller Arrangements The Company enters into arrangements with third parties that allow those parties to resell the Company’s services to end users. The partners negotiate pricing with the end customer and the Company does not have visibility into the price paid by the end customer. For these arrangements, the Company recognizes revenue at the amount charged to the reseller and does not reflect any mark-up to the end user. Government Contracts The Company evaluates arrangements with governmental entities containing fiscal funding or termination for convenience provisions, when such provisions are required by law, to determine the probability of possible cancellation. The Company considers multiple factors, including the history with the customer in similar transactions and budgeting and approval processes undertaken by the governmental entity. If the Company determines upon execution of these arrangements that the likelihood of cancellation is remote, it then recognizes revenue for such arrangements once all relevant criteria have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity for such arrangements. Timing of Revenue Recognition The table below provides revenue earned by timing of revenue for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Recognition Timing August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Over time $ 79,025 $ 27,946 $ 45,117 Point in time 9,361 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 Cost of Revenue Cost of revenue consists primarily of wages and benefits for software operations, service delivery, and customer support personnel. Cost of revenue also includes all direct costs of maintenance and hosting, as well as the amortization of costs capitalized for the development of the Company’s enterprise cloud platform and acquired technology, and allocated overhead, primarily shared IT expenses. Research and Development Research and development costs are expensed in the period incurred and consist primarily of payroll and personnel costs, consulting costs, software and web services, and allocated overhead, primarily shared IT expenses. General and Administrative General and administrative costs are expensed in the period incurred and consist primarily of salaries and other related costs, including stock-based compensation, for personnel in the Company’s executive and finance functions. General and administrative costs also include professional fees for legal, accounting, auditing, tax and consulting services; travel expenses; and facility-related expenses, which include costs for rent and maintenance of facilities and other operating costs. Sales and Marketing Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to advertising, product management, promotional materials, public relations, amortization of acquired customer relationships, other sales and marketing programs, and allocated overhead, primarily shared IT expenses. Advertising Advertising costs, which are expensed and included in sales and marketing expense in the period incurred were $ 0.4 million, $ 0.5 million, and $ 0.5 million during the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 , respectively. Income Taxes In accordance with ASC 740, Income Taxes, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken, or expected to be taken, in a tax return, as well as guidance on derecognition, classification, interest, penalties, and consolidated financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company remains subject to examination by U.S. federal and various state tax authorities for the fiscal years 2019 through 2022. Under ASC 740, the Company determined that its income tax positions did meet the more-likely-than-not recognition threshold and, therefore, requires no reserve. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 , Compensation — Stock Compensation . ASC 718 requires that the cost of awards of equity instruments offered in exchange for employee services, including employee stock options and restricted stock awards, be measured based on the grant-date fair value of the award. The Company adopted FASB ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , on February 1, 2019. This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the consolidated statements of cash flows. The adoption did not have a material impact on the consolidated financial statements of the Company. The Company determines the fair value of options granted using the Black-Scholes-Merton option-pricing model (“Black-Scholes model”) and recognizes the cost over the period during which an employee is required to provide service in exchange for the award, generally the vesting period, net of estimated forfeitures. The fair value of restricted stock awards is based on the estimated price of the Company’s common stock on the date of grant and is recognized as expense over the requisite service period of the awards, net of estimated forfeitures. Prior to the Company's stock being publicly traded, the Company was required to estimate the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s Convertible Redeemable Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Leases The Company adopted ASC Topic 842, Leases for the fiscal year 2023. Refer to "Standards Issued and Adopted " in this footnote for more information. The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. For contracts with lease and non-lease components, we have elected to not allocate the contract consideration, and account for the lease and non-lease components as a single lease component. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities and operating lease liabilities (net of current portion) in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within our operating leases is generally not determinable and we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. The Company determines our incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of the lease. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of our leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered in the determination of the lease term unless it is reasonably certain we will not exercise the option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Business Combinations The Company accounted for the Business Combination using the acquisition method pursuant to ASC 805, Business Combinations . The Company determined that ZeroFox, Inc. is a Variable Interest Entity (VIE) as its equity at risk is not sufficient to fund its expected future cash flow needs including funding future projected losses and servicing existing debt obligations. The Company holds a variable interest in ZeroFox, Inc. as it owns 100 % of the equity of ZeroFox, Inc. following completion of the Business Combination. The Company is considered the primary beneficiary of ZeroFox, Inc. as its ownership provides power to direct the activities that most significantly impact ZeroFox, Inc.'s performance and the Company has the obligation to absorb the losses and/or receive the benefits of ZeroFox, Inc., which potentially could be significant. Accordingly, the Company is both the legal and accounting acquirer of ZeroFox, Inc. The Company identified itself as both the legal and accounting acquirer of IDX. As the Company is identified as the accounting acquirer for both ZeroFox, Inc. and IDX, both mergers are considered "forward mergers". Under the "forward merger" approach of the acquisition method of accounting, the Company allocated the consideration transferred to effect the mergers to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The Company recognized the excess of consideration transferred over the fair values of assets acquired and liabilities assumed as goodwill. The Company expensed all transaction related costs of the Business Combination. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of comprehensive loss. See Note 5 for additional information regarding business combination. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The valuation of intangible assets and goodwill involves the use of the Company's estimates and assumptions and can have a significant impact on future operating results. The Company initially records its intangible assets at fair value. Intangible assets with finite lives are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually. Goodwill is evaluated for impairment beginning on November 1 of each year or when an assessment of qualitative factors indicates an impairment may have occurred. The quantitative assessment includes an analysis that compares the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The Company uses a combination of methods to estimate the fair value of its reporting unit including the discounted cash flow, guideline public company, and merger and acquisitions methods. These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies and merger transactions in the Company's industry. Use of these factors requires the Company to make certain assumptions and estimates regarding industry economic factors and future profitability of its business. Additionally, the Company considers income tax effects from any tax-deductible goodwill (if applicable) on the carrying amount of the reporting unit when measuring the goodwill impairment loss. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions, and estimates used in assessing the fair value of the reporting unit would require the Company to record a non-cash impairment charge. The Company considered qualitative factors that would indicate if the fair value of the Company's single reporting unit had declined below its carrying value, including the decline in the price of the Company's Common Stock, market conditions, and macroeconomic factors. Based on this qualitative analysis, the Company concluded that an interim test of goodwill impairment was required. The Company performed an interim quantitative assessment of the fair value of the Company's single reporting unit and determined its fair value to be $ 675.0 million as of October 31, 2022. As the carrying value of the reporting unit was $ 1,373.7 million prior to the recognition of the impairment charge, which was above the estimated fair value of the reporting unit, the Company recorded a goodwill impairment charge $ 698.7 million during the Successor Period . Impairment of Long-Lived Assets Long-lived assets, including intangible assets with finite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of the assets is measured by a comparison of the carrying amount of an asset or asset group to the future undiscounted cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. As of January 31, 2023, management does not believe any long-lived assets are impaired and has not identified any assets as being held for disposal. Warrant Liabilities The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity and FASB ASC 815, Derivatives and Hedging . The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company recognizes changes in the estimated fair value of the warrants as a non-cash gain or loss on the Consolidated Statement of Comprehensive Loss. The Company assessed both Public and Private Warrants and determined both met the criteria for liability treatment. Sponsor Earnout Shares The Company analyzed the terms of the Sponsor Earnout Shares (see Note 12) and determined they are within the scope of ASC 815. The Company determined that the Sponsor Earnout Shares do not meet the requirements to be recognized as an equity instrument as the Company could not conclude the Sponsor Earnout Shares are indexed to the Company's own equity. Therefore, the Company recognizes the Sponsor Earnout Shares as a liability recorded at fair value. The Sponsor Earnout Shares are not considered outstanding for accounting purposes since they are considered contingently issuable and are therefore, excluded from the calculation of basic earnings per share. The Company analyzed the terms of the Sponsor Earnout Shares to determine if they meet the definition of "participating securities", which would require the two-class method of EPS. The holders of the Sponsor Earnout Shares are not entitled to nonforfeitable rights to dividends and as such, the Sponsor Earnout Shares do not meet the definition of "participating securities". Fair Value of Financial Instruments ASC 820-10, Fair Value Measurements and Disclosures: Overall , defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and expands required disclosures about fair value measurements. The fair value of an asset and liability is defined as an exit price and represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market part
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Summary of Significant Accounting Policies		2: Summary of Significant Accounting Policies a. Basis of Presentation The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (US GAAP) set forth by the Financial Accounting Standards Board (FASB). References to U.S. GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). IDX presented financial statements from the beginning of the year to the acquisition date of August 3, 2022. b. Emerging Growth Company Status IDX is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act, (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. IDX may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, IDX's financial statements may not be comparable to companies that comply with the effective dates of public company FASB standards. IDX merged with L&F on August 3, 2022. The surviving company, ZeroFox Holdings, will remain an emerging growth company until the earliest of (i) the last day of the surviving company’s first fiscal year following the fifth anniversary of the completion of the L&F’s initial public offering, (ii) the last day of the fiscal year in which ZeroFox Holdings has total annual gross revenue of at least $ 1.235 billion, (iii) the last day of the fiscal year in which ZeroFox Holdings is deemed to be a large accelerated filer, which means the market value of ZeroFox Holding’s common stock that is held by non-affiliates exceeds $ 700.0 million as of the prior July 31 or (iv) the date on which ZeroFox Holdings has issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period. c. Principles of Consolidation The accompanying consolidated financial statements include all the accounts of IDX. All intercompany balances and transactions have been eliminated in consolidation. d. Use of Estimates The preparation of financial statements in conformity with US GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported during the period. Such estimates include assumptions used in the allocation of revenue, long-lived assets, liabilities, depreciable lives of assets, stock-based compensation, and deferred income taxes. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. e. Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts. IDX considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. IDX generally places its cash and cash equivalents with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. IDX maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Cash and cash equivalents are carried at cost, which due to their short-term nature, approximate fair value. f. Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. IDX maintains an allowance for doubtful accounts for estimated losses resulting from its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, IDX's customers’ financial condition, any amounts of receivables in dispute, and the current receivables aging and historic payment patterns. IDX reviews its allowance for doubtful accounts at least quarterly. Accounts receivable are presented on the Consolidated Balance Sheets, net of allowance for doubtful accounts. Receivables, net of allowance for doubtful accounts as of August 3, 2022, and December 31, 2021, consist of the following (in thousands): August 3, 2022 December 31, 2021 Billed trade receivables $ 4,158 $ 2,942 Unbilled receivables 7,779 7,055 Total $ 11,937 $ 9,997 The allowance for doubtful accounts reflects IDX’s estimate of probable losses inherent in the accounts receivable balance. IDX determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The following table summarizes activity for the allowance for doubtful accounts for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 179 $ 13 Additional charged to costs and expenses ( 117 ) 172 Deductions (1) 3 ( 6 ) Ending balance $ 65 $ 179 (1) Represents write-offs and recoveries of prior year charges. g. Fair Value Measurement Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that IDX can access at the measurement date. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Refer to Note 17 for additional information on how IDX determines fair value for its assets and liabilities. h. Property and Equipment Property and equipment assets are stated at the cost of acquisition, less accumulated depreciation and amortization. Property and equipment assets under capital leases are stated at the present value of minimum lease payments and amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Depreciation and amortization of property, equipment, and leasehold improvements are computed using the straight-line method. The estimated useful lives for property and equipment categories are as follows: Asset Classification Estimated Useful Life Office and computer equipment 3 years Software 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of lease term or useful life IDX periodically reviews the carrying value of its long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset group is not recoverable and exceeds fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value. No impairment losses were recognized for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021. i. Revenue Recognition In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that IDX expects to be entitled to receive in exchange for those products or services. To achieve the core principle of this standard, IDX applies the following five steps: a) Identify Contracts with Customers, b) Identify the Performance Obligations in the Contract, c) Determine the Transaction Price, d) Allocate the Transaction Price to Performance Obligations in the Contract, and e) Recognize Revenue When or As Performance Obligations are Satisfied. For arrangements with multiple performance obligations, IDX allocates total consideration to each performance obligation on a relative fair value basis based on management’s estimate of stand-alone selling price (SSP). The following table illustrates the timing of IDX’s revenue recognition: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Breach - point in time 12.6 % 8.3 % Breach - over time 83.4 % 88.5 % Membership services - over time 4.0 % 3.2 % Breach Services IDX’s breach services revenue consists of contracts with various combinations of notification, project management, communication services, and ongoing identity protection services. Performance periods generally range from one to three years . Payment terms are generally between thirty and sixty days. Contracts generally do not contain significant financing components. The pricing for IDX’s breach services contracts is structured as either fixed price or variable price. In fixed price contracts, a fixed total price or fixed per-impacted-individual price is charged for the total combination of services. For variable price breach services contracts, the breach communications component, which includes notifications and call center, is charged at a fixed total fee and ongoing identity protection services are charged as incurred using a fixed price per enrollment. Fixed fees are generally billed at the time the statement of work is executed and are due upon receipt. Large fixed fee contracts are typically billed 50% upfront and due upon receipt with the remaining 50% invoiced 30 days later with net 30 terms. For variable price contracts the charges for identity protection services are billed monthly for the prior month and are due net 30. Membership Services IDX provides membership services through its employer groups and strategic partners as well as directly to end-users through its website. Membership services consist of multiple, bundled identity and privacy product offerings and provide members with ongoing identity protection services. For membership services, revenue is recognized ratably over the service period. Performance periods are generally one year . Payments from employer groups and strategic partners are generally collected monthly. Payments from end-users are collected up front. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. No losses on uncompleted contracts were recognized for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021. Significant Judgments Significant judgments and estimates are required under ASC 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under ASC 606 for IDX’s arrangements may be dependent on contract-specific terms and may vary in some instances. IDX’s contracts with customers often include promises to transfer multiple services including project management services, notification services, call center services, and identity protection services. Determining whether services are distinct performance obligations that should be accounted for separately requires significant judgment. IDX is required to estimate the total consideration expected to be received from contracts with customers, including any variable consideration. Once the estimated transaction price is established, amounts are allocated to performance obligations on a relative SSP basis. IDX’s breach business derives revenue from two main performance obligations: (i) notification and (ii) combined call center and identity protection services (see Note 7). At contract inception, IDX assesses the products and services promised in the contract to identify each performance obligation and evaluates whether the performance obligations are capable of being distinct and are distinct within the context of the contract. Performance obligations that are not both capable of being distinct and are distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. Determining whether products and services are considered distinct performance obligations requires significant judgment. In determining whether products and services are considered distinct performance obligations, IDX assesses whether the customer can benefit from the products and services on their own or together with other readily available resources and whether our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. Judgment is required to determine the SSP for each distinct performance obligation. IDX rarely sells its individual breach services on a standalone basis and accordingly, IDX is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because IDX does not sell the service separately, IDX reviews information that includes historical discounting practices, market conditions, cost-plus analysis, and other observable inputs to determine an appropriate SSP. IDX typically has more than one SSP for individual performance obligations due to the stratification of those items by classes of customers, size of breach, and other circumstances. In these instances, IDX may use other available information such as service inclusions or exclusions, customizations to notifications, or varying lengths of call center or identity protection services in determining the SSP. If a group of agreements are so closely related to each other that they are in effect part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. IDX exercises judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. IDX’s judgments about whether a group of contracts comprises a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of IDX’s operations for the periods presented. IDX has not experienced significant refunds to customers. IDX’s estimates related to revenue recognition may require significant judgment and the change in these estimates could have an effect on IDX’s results of operations during the periods involved. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on the Consolidated Balance Sheets. IDX records a contract asset when revenue is recognized prior to invoicing and records a deferred revenue liability when revenue is expected to be recognized after invoicing. For IDX’s breach services agreements, customers are typically invoiced at the beginning of the arrangement for the entire contract. When the breach agreement includes variable components related to as-incurred identity protection services, customers are invoiced monthly for the duration of the enrollment or call center period. Unbilled accounts receivable, which consists of services billed one month in arrears, was $ 7.8 million and $ 7.1 million as of August 3, 2022, and December 31, 2021, respectively. These unbilled amounts are included in accounts receivable as IDX has the unconditional right to receive this consideration. Contract assets are presented as other receivables within the Consolidated Balance Sheets and primarily relate to IDX’s rights to consideration for work completed but not billed on service contracts. Contract assets are transferred to receivables when IDX invoices the customer. Contract liabilities are presented as deferred revenue and relate to payments received for services that are yet to be recognized in revenue. IDX recognized $ 5.1 million of revenue that was included in deferred revenue at the end of the preceding year during the period January 1, 2022, to August 3, 2022. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above. IDX expects to recognize as revenue approximately 56 % of its August 3, 2022 , deferred revenue balance in the remainder of 2022, 29 % in the period January 1, 2023 , to August 3, 2023, and the remainder thereafter. In instances where the timing of revenue recognition differs from that of invoicing, IDX has determined that its contracts do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing IDX's services and not to facilitate financing arrangements. Government Contracts IDX evaluates arrangements with governmental entities containing fiscal funding or termination for convenience provisions, when such provisions are required by law, to determine the probability of possible cancellation. IDX considers multiple factors including the history with the customer in similar transactions and the budgeting and approval processes undertaken by the governmental entity. If IDX determines upon execution of these arrangements that the likelihood of cancellation is remote, it then recognizes revenue for such arrangements once all relevant criteria have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity for such arrangements. j. Contract Costs IDX capitalizes costs to obtain a contract or fulfill a contract. These costs are recorded as deferred contract acquisitions costs on the Consolidated Balance Sheets. Costs to obtain a contract for a new customer are amortized on a straight-line basis over the estimated period of benefit. IDX determined the estimated period of benefit by taking into consideration the contractual term. IDX periodically reviews the carrying amount of the capitalized contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit. Amortization expense associated with costs to fulfill a contract is recorded to cost of services on the Consolidated Statements of Income. Amortization expense associated with costs to obtain a contract (sales commissions) is recorded to sales and marketing expense on the Consolidated Statements of Income. k. Cost of Services Cost of services consists of fees to outsourced service providers for credit monitoring, call center operation, notification mailing, insurance, and other miscellaneous services and internal labor costs. Costs incurred for breach service contracts represent fulfillment costs. These costs are deferred within capitalized contract costs and recognized in relation to revenue recorded over the combined service and membership terms. The remainder of cost of services are expensed as incurred. Relevant depreciation and amortization are included in cost of services. l. Research and Development Research and development expenses primarily consist of personnel costs and contractor fees related to the bundling of other third-party software products that are offered as one combined package within IDX’s product offerings. Personnel costs include salaries, bonuses, stock-based compensation, employer-paid payroll taxes, and an allocation of our facilities, benefits, and internal IT costs. Research and development costs are expensed as incurred. m. Long-term Debt Convertible notes and amounts borrowed under credit agreements are recorded as long-term debt on the Consolidated Balance Sheets, at principal, net of debt discounts and issuance costs. The debt discounts and issuance costs are amortized to interest expense on the Consolidated Statements of Income using the straight-line method over the contractual term of the note if that method is not materially different from the effective interest rate method. Cash interest payments are due either quarterly or semi-annually in arrears and IDX accrues interest expense monthly based on the annual coupon rate. See Note 4 for further discussion regarding the convertible notes and credit agreements. n. Debt Issuance Costs Fees paid to lenders and service providers in connection with the origination of debt are capitalized as debt issuance costs and presented as a direct deduction from the carrying value of the associated debt liability. As of August 3, 2022, and December 31, 2021, the debt issuance costs presented on the Consolidated Balance Sheets as a reduction to debt were negligible for both periods presented. o. Advertising Advertising costs are expensed as incurred. Advertising costs amounted to $ 0.8 million and $ 1.2 million, for the period January 1, 2022, to August 3, 2022, and for the year ended December 31, 2021, respectively. p. Stock-Based Compensation IDX grants stock options to purchase common stock to employees with exercise prices equal to the fair market value of the underlying stock as determined by the Board of Directors and management. The Board of Directors, with the assistance of outside valuation experts, determines the fair value of the underlying stock by considering several factors including historical and projected financial results, the risks IDX faced on the grant date, the preferences of IDX’s debt holders and preferred stockholders, and the lack of liquidity of IDX’s common stock. The fair value of each stock option award is estimated using the Black-Scholes-Merton valuation model. Such value is recognized as expense over the requisite service period using the straight-line method, net of forfeitures as they occur. Excess tax benefits of awards that relate to stock option exercises are reflected as operating cash inflows. Stock-based compensation expense recognized in the Consolidated Statements of Income for options were negligible for all periods presented. q. Earnings (Loss) per Share Series A-1 and A-2 Preferred Stock are participating securities due to their rights to receive dividends. IDX calculates EPS under the two-class method. In the two-class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities. The allocation between common stock and participating securities is based upon the rights to dividends for the two types of securities. For periods of net income and when the effects are not anti-dilutive, IDX calculates diluted earnings per share by dividing net income available to common shareholders by the weighted average number of common shares plus the weighted average number of common shares assuming the conversion of IDX’s convertible notes, as well as the impact of all potentially dilutive common shares. Potentially dilutive common shares consist primarily of common stock options using the treasury stock method. For periods of net loss, shares used in the diluted earnings (loss) per share calculation equals the amount of shares in the basic EPS calculation as including potentially dilutive shares would be anti-dilutive. r. Concentrations of Credit Risk Financial instruments that potentially subject IDX to concentrations of credit risk consist principally of cash balances and trade accounts receivable. IDX maintains cash balances at two financial institutions. The balances occasionally exceed federally insured limits. As of August 3, 2022, balances exceeded federally insured limits by $ 16.0 million. IDX has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk from cash. Concentrations of credit with respect to accounts receivables are generally limited due to the large number of customers in IDX's customer base which are dispersed across different industries. IDX generated 73 % and 79 % of its revenue from the U.S. Government for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively. The U.S. Government pays invoices in less than thirty days and is deemed to be a low credit risk. On August 3, 2022, and December 31, 2021, accounts receivables from the U.S. Government made up 64 % and 69 % of IDX’s outstanding accounts receivables, respectively. s. Income Taxes IDX provides for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax effect of differences between recorded assets and liabilities and their respective tax basis along with operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the rate change becomes effective. IDX recognizes the effect of income tax positions only if those positions are more likely than not of being sustained in the event of a tax audit. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. IDX records interest related to unrecognized tax benefits in income tax expense. Deferred tax assets are reduced by a valuation allowance when in management’s opinion it is more likely than not that some portion or all the deferred tax assets will not be realized. IDX considers the future reversal of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, and tax planning strategies in making this assessment. IDX’s valuation allowance is based on all available positive and negative evidence, including its recent financial operations, evaluation of positive and negative evidence with respect to certain specific deferred tax assets (including evaluating sources of future taxable income) to support the realization of the deferred tax assets. IDX's income tax returns are subject to examination by taxing authorities for a period of three years from the date they are filed. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. As of August 3, 2022, IDX’s income tax returns for the years ended December 31, 2018, through August 3, 2022, are subject to examination by the Internal Revenue Service and applicable state and local taxing authorities. t. Sales and Use Taxes IDX collects sales tax in various jurisdictions. IDX records the amount of sales tax as a payable to the related jurisdiction upon collection from customers. IDX files a sales tax return with the jurisdictions and remits the amounts indicated on the return on a periodic basis. u. Segment Reporting Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the chief executive officer, or decision-making group, in making decisions on how to allocate resources and assess performance. IDX views its operations and manages its business as one operating segment. All revenue has been generated and all assets are held in the United States. v. Deferred Rent and Lease Incentives Rent expense and lease incentives from IDX’s operating leases are recognized on a straight-line basis over the lease term. IDX’s operating lease includes rent escalation payment terms and a rent-free period. Deferred rent represents the difference between actual operating lease payments and straight-line rent expense over the term of the lease. w. Standards Issued and Adopted x. Standards Issued but Not Yet Effective In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to improve financial reporting for leasing transactions. The standard is effective for the Company for annual reporting periods beginning after December 15, 2021, and early adoption is permitted. Upon adoption, the Company will be required to record right-of-use assets and lease liabilities on its Consolidated Balance Sheets for leases which were historically classified as operating leases. The Company expects the adoption to have a material increase on the assets and liabilities recorded on its Consolidated Balance Sheets. The Company does not expect a material impact to its Consolidated Statement of Comprehensive Loss or Consolidated Statement of Cash Flows following adoption. In June 2016 the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which amends the accounting for credit losses for most financial assets and certain other instruments. The standard requires that entities holding financial assets that are not accounted for at fair value through net income be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The standard is effective for the Company for annual reporting periods beginning in fiscal year 2023. The Company does not believe the adoption will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments will remove certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. IDX is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Topics: 470-20, 815-40). The standards reduce the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The standard also amends diluted EPS calculations for convertible instruments and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. The standard is effective for the Company for all interim and annual periods of our fiscal year ending December 31, 2024. Early adoption is permitted. IDX is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by eliminating large sections of the existing guidance in this area. It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. The standard is effective for the Company for all interim and annual periods of our fiscal year ending December 31, 2024. Early adoption is permitted. IDX is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.

Revenue from Contracts with Cus

Revenue from Contracts with Customers	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers	3: Revenue Disaggregation of Revenue The table below provides revenue earned by line of service for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Line August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Subscription revenue $ 31,679 $ 27,946 $ 45,117 Services revenue Breach 54,791 — — Other services 1,916 1,291 2,316 Total services revenue 56,707 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 The table below provides revenue earned based on geographic locations of our customers for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Country August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 United States $ 80,674 $ 21,916 $ 35,859 Other 7,712 7,321 11,574 Total $ 88,386 $ 29,237 $ 47,433 For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, n o country other than the United States represented 10 % or more of total consolidated revenue. Contract Assets and Liabilities The components of contract assets and liabilities consist of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Assets: Accounts receivable, net $ 29,609 $ 17,046 Deferred contract acquisition costs, current and non-current $ 13,207 $ 11,655 Liabilities: Deferred revenue, current and non-current $ 53,958 $ 38,831 The significant components of the changes in the contract liabilities balances are as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Revenue recognized that was included in the opening deferred revenue balance $ 31,406 $ 27,733 Remaining deferred revenue acquired in business acquisition $ 21,337 $ 256 Remaining Performance Obligations As of January 31, 2023, the Company had approximately $ 111.5 million of revenue that is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) under non-cancelable contracts. Of this $ 111.5 million, the Company expects to recognize revenue of approximately $ 92.6 million in the twelve -month period February 2023 through January 2024, approximately $ 13.8 million in the twelve -month period February 2024 through January 2025, and approximately $ 5.1 million thereafter .
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers		7: Revenue from Contracts with Customers Performance Obligations IDX’s primary performance obligations under breach services contracts are notification services and combined call center and identity protection services. IDX reviewed the contracts and established which services were distinct. With each performance obligation, the customer can benefit from the service either on its own or together with other resources readily available in the marketplace and it is therefore, separately identifiable from other promises in the contract. The following table summarizes breach revenue from contracts with customers for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Notification services $ 8,386 $ 8,834 Call center and identity protection services 55,692 93,885 Total breach services $ 64,078 $ 102,719 Notification Services IDX’s notification and mailing services include project management, postage, and setup costs to develop notification templates that will be printed and mailed to the customer’s impacted population. These notifications are typically printed by IDX’s third-party printers and mailed via USPS. IDX recognizes revenue for notification services upfront upon the date that the notifications are mailed, which typically coincides with the call center start date. IDX is deemed to be the principal in these transactions as it is primarily responsible for fulfilling the obligation, has full discretion in price setting, and controls the notification services before the resulting notifications are transferred to the customer. Call Center and Identity Protection Services Call center services consist of fees charged to setup an incident-specific call center and website for the population of impacted individuals. The call center component of IDX’s services serves as a facilitation of its identity protection services and revenue is recognized ratably over the term of the arrangement, which typically lasts for 15 months total (3 months for the call center/enrollment period plus 12 months of identity protection services). Identity Protection services consist of fees charged to continually monitor individuals’ credit and identity. Additional services are bundled with identity protection services such as non-credit reporting, alerts, and insurance. IDX typically invoices for these services upfront for fixed price contracts. For variable price contracts, IDX typically invoices the call center services upfront and the notification services and identity protection services on a monthly basis, as incurred, over the enrollment period. The timing and content of billings may vary based on individual contracts, but such variances usually only occur with the largest breach contracts. Membership Services IDX recognized revenue from membership services of $ 2.7 million and $ 3.3 million, of total revenue for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively. No single membership services customer exceeded 10% of total revenue during the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021. Timing of Revenue Recognition Breach services contracts contain distinct performance obligations and have a portion of revenue recognized up front and a portion recognized over time. The transaction price is allocated based upon SSP and has resulted in a portion being recognized point in time and a portion recognized over time. Contract Costs IDX recognized amortization expense of capitalized contract costs of $ 7.8 million and $ 8.7 million, for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively. Contract costs include fulfillment costs and costs to obtain contracts. IDX recognized no impairment losses in any of the periods presented on the Consolidated Statements of Income. Remaining Performance Obligations Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes contract liabilities and amounts that will be billed and recognized as revenue in future periods. IDX had $ 86.6 million of remaining performance obligations as of August 3, 2022. The approximate percentages of the total value of remaining performance obligations IDX expects to recognize as revenue in future periods are as follows (in thousands): 0- 12 Months 13- 24 Months Over 24 Months Total Remaining Performance Obligations Breach 98 % 2 % 0 % $ 85,932 Membership services 100 % 0 % 0 % 678 Total 98 % 2 % 0 % $ 86,610

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Property, Plant and Equipment [Line Items]
Property and Equipment, Net	7 : Property and Equipment Property and equipment as of January 31, 2023 and 2022, consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Computer hardware and purchased software $ 907 $ 2,136 Furniture and fixtures 20 337 Leasehold improvements 114 243 Total property and equipment 1,041 2,716 Less: accumulated depreciation ( 370 ) ( 2,022 ) Property and equipment, net $ 671 $ 694 Depreciation and amortization expense for the Successor Period, the Year to Date Predecessor Period and the year ended January 31, 2022 was $ 0.4 million, $ 0.3 million, and $ 0.5 million, respectively. The table below provides the net values of property and equipment by geographic location as of January 31, 2023 and 2022, (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 United States $ 473 $ 476 India 121 119 Chile 77 99 Property and equipment, net $ 671 $ 694
ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Net		3: Property and Equipment, net Property and equipment, net consisted of the following amounts on August 3, 2022, and December 31, 2021 (in thousands): August 3, 2022 December 31, 2021 Furniture and office equipment $ 351 $ 603 Computer equipment and software 503 521 Leasehold improvements 69 73 Total property and equipment 923 1,197 Less accumulated depreciation and amortization ( 798 ) $ ( 1,070 ) Total property and equipment, net $ 125 $ 127 Depreciation and amortization expense related to property and equipment was less than $ 0.1 million and $ 0.1 million, for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively.

Fair Value Measurements

Fair Value Measurements	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements	: Fair Value Measurements The following table sets forth by level within the fair value hierarchy the assets (liabilities) carried at fair value (in thousands): Fair value measurements at January 31, 2023 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 557 $ — $ — $ 557 Total financial assets $ 557 $ — $ — $ 557 Liabilities: Public warrants $ ( 1,373 ) $ — $ — $ ( 1,373 ) Private warrants — ( 1,208 ) — ( 1,208 ) Sponsor earnout shares — — ( 2,445 ) ( 2,445 ) Total financial liabilities $ ( 1,373 ) $ ( 1,208 ) $ ( 2,445 ) $ ( 5,026 ) The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands): Fair value measurements at January 31, 2022 using: Level 1 Level 2 Level 3 Total Liabilities: Predecessor Warrants $ — $ — $ ( 10,709 ) $ ( 10,709 ) Total financial liabilities $ — $ — $ ( 10,709 ) $ ( 10,709 ) See Note 10 for a discussion of the fair value of debt. The assumptions used to value the warrants are described in Note 11. The assumptions used to value the Sponsor Earnout Shares are described in Note 12. The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments.
ID Experts Holdings, Inc. and Subsidiary [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements		17: Fair Value Measurements IDX used the following methods and significant assumptions to estimate fair value for certain liabilities measured and carried at fair value on a recurring basis: Convertible debt – IDX calculates the fair value by taking into consideration the original term to maturity, weighing the possible outcomes, and the current yield for similar debt. IDX then calculates the present value of future cash flows by utilizing market-based discount rate assumptions. The following table presents additional information about financial assets measured at fair value (in thousands): Fair value measurements at August 3, 2022 using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 16,284 $ — $ — $ 16,284 Total fair value of assets measured on a recurring basis 16,284 — — 16,284 Liabilities: Convertible debt — — 3,034 3,034 Total financial liabilities measured on a recurring basis $ — $ — $ 3,034 $ 3,034 Fair value measurements at December 31, 2021 using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 17,986 $ — $ — $ 17,986 Total fair value of assets measured on a recurring basis 17,986 — — 17,986 Liabilities: Warrant liabilities $ - $ - $ 1,989 $ 1,989 Convertible debt — — 2,445 2,445 Total fair value of liabilities measured on a recurring basis $ — $ — $ 4,434 $ 4,434 The following table presents additional information about financial assets measured at fair value on a recurring basis for which IDX used significant unobservable inputs (Level 3): Convertible Debt January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 2,445 $ 1,733 Loss from change in fair value 589 712 Ending balance $ 3,034 $ 2,445 IDX values the convertible debt using the fair value option. The convertible debt is a level 3 measured instrument (see Note 5, Convertible Debt Loan). IDX determined the fair value based on a scenario-based approach that considers the provisions of the convertible debt. The following table outlines the significant unobservable inputs as of August 3, 2022, and December 31, 2021: Unobservable inputs August 3, 2022 December 31, 2021 Probabilities of conversion provisions 95 % 75 % Estimated timing of conversions 0.37 years 0.97 years Time period to maturity 0.37 years 0.97 years Risk-adjusted discount rate 23.26 % 23.26 % The following table presents additional information about financial assets measured at fair value on a recurring basis for which IDX used significant unobservable inputs (Level 3): Warrant liability January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 1,989 - Warrant reclassification ( 272 ) 46 Warrant exercised ( 1,850 ) - Loss from change in fair value 133 1,943 Ending balance $ - $ 1,989 IDX values the preferred stock warrant using the fair value option. The preferred stock warrant is a level 3 measured instrument. The following table outlines the significant unobservable inputs as of August 3, 2022, and December 31, 2021: Unobservable inputs August 3, 2022 December 31, 2021 Volatility rate N/A 33 % Term N/A 7 years Discount Rate N/A 1.44 % IDX values the common stock warrant using the fair value option. The common stock warrant is a level 3 measured instrument. The following table outlines the significant unobservable inputs as of August 3, 2022, and December 31, 2021: Unobservable inputs August 3, 2022 December 31, 2021 Volatility rate N/A 33 % Term N/A 4 years Discount Rate N/A 1.12 %

Acquisitions

Acquisitions	6 Months Ended
	Jan. 31, 2023
Business Combinations [Abstract]
Acquisitions	5 : Acquisitions The Business Combination Description of the Business Combination Transaction and Settlement On December 17, 2021 , the Company, ZeroFox, Inc., and IDX entered into a definitive business combination agreement (the Business Combination Agreement). On August 3, 2022 (the Closing Date), under the terms of the Business Combination Agreement, the Business Combination was completed which included the following transactions or events: • The domestication of the Company as a Delaware corporation was completed. • ZF Merger Sub, Inc., an indirect wholly-owned subsidiary of the Company, merged with and into ZeroFox, Inc. (the ZF Merger) on August 3, 2022, with ZeroFox, Inc. as the surviving company in the ZF Merger and continuing (immediately following the ZF Merger) as an indirect, wholly-owned subsidiary of the Company. • Immediately following the ZF Merger, IDX Merger Sub, Inc., an indirect wholly-owned subsidiary of the Company, merged with and into IDX (the IDX Merger), with IDX as the surviving company in the IDX Merger (referred to herein as Transitional IDX Entity) and continuing (immediately following the IDX Merger) as an indirect, wholly-owned subsidiary of the Company. • Immediately following the IDX Merger, Transitional IDX Entity merged with and into IDX Forward Merger Sub, LLC, an indirect wholly-owned subsidiary of the Company (the IDX Forward Merger, and together with the ZF Merger and IDX Merger, the “Mergers”), with IDX Forward Merger Sub, LLC as the surviving company in the IDX Forward Merger and continuing (immediately following the IDX Forward Merger) as an indirect, wholly-owned subsidiary of the Company. • The Company changed its name from L&F Acquisition Corp. to ZeroFox Holdings, Inc. • The Company's common stock and public warrants began trading under the tickers ZFOX and ZFOXW, respectively. • All issued and outstanding Common Stock and Convertible Preferred Stock of both ZeroFox, Inc. and IDX were canceled and converted into the holders' right to receive shares of the Company’s Common Stock at the exchange ratio of 0.286277 and 0.692629 , respectively (the Exchange Ratio), resulting in the Company issuing 82,030,308 and 27,849,942 shares of the Company's Common Stock to the holders of shares of ZeroFox, Inc. and IDX, respectively. • All issued and outstanding warrants to purchase shares of Common Stock in ZeroFox, Inc. were assumed by the Company and converted into warrants to purchase shares of the Company's Common Stock using the Exchange Ratio, resulting in the Company issuing warrants to purchase 860,064 shares of the Company's Common Stock. The strike price for each set of warrants was similarly adjusted using the Exchange Ratio. • All issued and outstanding options to purchase ZeroFox, Inc. common stock were assumed by the Company and converted into options to purchase the Company's Common Stock using the Exchange Ratio, resulting in options to purchase 6,380,458 shares of the Company's Common Stock. The Company recognized no incremental compensation expense related to the conversion (see Note 14). • All issued and outstanding options to purchase IDX common stock were assumed by the Company and converted into options to purchase the Company's Common Stock using the Exchange Ratio, resulting in options to purchase 1,778,919 shares of the Company's Common Stock. The Company recognized no incremental compensation expense related to the conversion (see Note 14). • The Company completed a Convertible Notes Financing (see Note 10) obtaining net proceeds of $ 149.9 million. • The Company completed its PIPE investment of $ 20.0 million, resulting in $ 10.0 million of net cash proceeds. Certain subscribers to the PIPE offset their subscription obligation by forgiving $ 5.0 million of notes payable to those subscribers by ZeroFox, Inc. (See Note 10). These PIPE subscribers also received $ 0.2 million of cash for interest accrued on the related notes payable. Other subscribers to the PIPE were also holders of shares of IDX common stock and offset their subscription obligation of $ 5.0 million by receiving net cash proceeds from the Business Combination. • Holders of 2,419,687 of L&F Class A Ordinary Shares exercised their redemption rights at a price per share of approximately $ 10.18 , $ 24.6 million in aggregate, resulting in a net amount remaining in L&F's trust account of $ 10.2 million. The remaining L&F Class A Ordinary shares were exchanged for an equivalent number of the Company's Common Stock. • The Company paid aggregate cash consideration to holders of IDX common stock of $ 44.5 million. • The Company repaid an outstanding note payable of ZeroFox, Inc. with a principal amount of $ 37.5 million along with a prepayment penalty, accrued interest and legal fees of $ 1.2 million in aggregate (see Note 10). • The Company paid $24.5 million of transaction related expenses, which included: o The payment of a ZeroFox, Inc. banking and advisory fee of $ 8.5 million. The fee was included as part of the purchase price paid as part of the ZF Merger. See "The ZF Merger" below. As this banking and advisory fee was contingent upon the successful closure of the Business Combination, the associated expense was neither recognized in the Predecessor Period nor the Successor Period. o The payment of L&F deferred underwriting fee of $ 6.1 million. o The payment of L&F fees for advisory, legal, accounting, and other service providers of $ 8.3 million. As these fees were incurred by L&F for work performed prior to the completion of the Business Combination these expenses were neither recognized in the Predecessor Period nor the Successor Period. o The payment of IDX's banking and advisory fee of $ 1.5 million. The fee was included as part of the purchase price paid for IDX. See "The IDX Merger" below. As this fee was contingent upon the successful completion of the Business Combination, the expense related to this fee is neither recognized in the IDX Predecessor financial statements included within this annual report nor in the Successor Period. o Payment for directors and officers insurance policy of $ 1.2 million. The policy was recorded as a prepaid expense. The Company will amortize the prepaid expense on a straight-line basis over the six-year term of the insurance policy into general and administrative expense on the Consolidated Statement of Comprehensive Loss. o Certain of the banking and advisory fees and deferred underwriting fees were offset by $( 1.0 ) million for amounts owed to the Company by the underwriters. As the associated expense was not recognized in the Successor or Predecessor Periods, this reduction of expense was similarly not recognized in the Successor or Predecessor Periods. • The Company repaid outstanding notes payable of IDX of $ 12.5 million in aggregate. Accounting for the ZF Merger The following table summarizes the estimated fair value of the purchase consideration paid to affect the ZF Merger (in thousands, except per share data): Equity value of consideration Common stock issued to holders of ZeroFox, Inc. 82,030,308 Closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022 $ 10.95 Fair value of Common Stock issued $ 898,232 Cash consideration Repayment of ZeroFox, Inc. debt and interest 37,674 Payment of ZeroFox, Inc. transaction expenses 8,500 Repayment of notes payable to PIPE Investors 5,000 Total consideration paid $ 949,406 The Company recorded the preliminary allocation of the purchase price to ZeroFox, Inc.'s assets acquired and liabilities assumed based on their fair values as of August 3, 2022. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 2,806 Accounts receivable 13,961 Deferred contract acquisitions costs, current 4,909 Prepaid expenses and other assets 2,201 Property and equipment 598 Deferred contract acquisitions costs, net of current portion 6,854 Other assets 341 Goodwill 818,797 Intangible assets 185,000 Total assets acquired 1,035,467 Accounts payable 4,310 Accrued liabilities 3,921 Current portion of long term debt 938 Deferred revenue, current 35,432 Deferred revenue, net of current portion 6,325 Long term debt 16,851 Warrants liabilities 7,632 Deferred tax liability 10,652 Total liabilities assumed 86,061 Total consideration transferred $ 949,406 The following table sets forth the amounts allocated to the intangible assets identified, the estimated useful lives of those intangible assets, and the methodologies used to determine the fair values of those intangible assets (dollars in thousands): Fair Value Useful Life (in years) Fair Value Methodology Trade names and trademarks $ 21,000 10 Relief from Royalty method Developed technology 81,000 5 Relief from Royalty method Customer relationships 83,000 9 Multi-period Excess Earnings method of the Income Approach $ 185,000 The goodwill of $ 818.8 million represents the excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate, identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of expertise and industry know-how of the workforce, developed technology, back-office infrastructure, strong market position, and the assembled workforce of ZeroFox. None of the goodwill recognized is expected to be deductible for income tax purposes. The measurement period for the assets and liabilities for the ZF Merger remains open for the period of one year following completion of the Business Combination. The Company is finalizing evaluation of the acquired intangible assets and income taxes. The Company does not expect material adjustments to the initial values of acquired assets and liabilities during the remaining term of the measurement period. The Company has recognized $ 29.4 million and $ 1.9 million of subscription revenue and services revenue, respectively, for the Successor Period from the business acquired through the ZF Merger. Accounting for the IDX Merger The following table summarizes the estimated fair value of the purchase consideration paid to affect the IDX Merger (in thousands, except per share data): Equity value consideration Common stock issued to holders of IDX 27,849,942 Closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022 $ 10.95 Fair value of Common Stock issued $ 304,957 Cash consideration paid to IDX shareholders 44,447 Cash consideration gross up for offset of PIPE subscribers also IDX holders 5,000 Repayment of debt and interest 12,484 Payment of IDX transaction expenses 1,500 Total consideration paid $ 368,388 The Company recorded the preliminary allocation of the purchase price to IDX's assets acquired and liabilities assumed based on their fair values as of August 3, 2022. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 13,727 Accounts receivable 11,944 Prepaid and other expense 3,068 Property and equipment 125 Deferred contract acquisition costs, net of current portion 177 Goodwill 286,468 Intangible Assets 100,500 Other assets 12 Total assets acquired $ 416,021 Accounts payable $ 7,568 Accrued liabilities 6,299 Deferred revenue, current 9,314 Deferred revenue, net of current portion 1,522 Deferred tax liability and uncertain tax positions 22,930 Total liabilities assumed 47,633 Total consideration transferred $ 368,388 The following table sets forth the amounts allocated to the intangible assets identified, the estimated useful lives of those intangible assets, and the methodologies used to determine the fair values of those intangible assets (dollars in thousands): Fair value Useful Life Fair Value Methodology OPM contract $ 63,500 6 Multi-period excess earnings method of income approach Trade names and trademarks 14,300 10 Relief from royalty method Internally-developed technology 14,800 5 Replacement cost method Customer relationships 4,000 9 Multi-period excess earnings method of income approach Breach-related contracts 3,900 1 Multi-period excess earnings method of income approach $ 100,500 The goodwill of $ 286.5 million represents the excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of expertise and industry know-how of the workforce, developed technology, back-office infrastructure, strong market position and the assembled workforce of IDX. None of the goodwill recognized is expected to be deductible for income tax purposes. The measurement period for the assets and liabilities for the IDX Merger remains open for the period of one year following completion of the Business Combination. The Company may adjust the value of certain contingent liabilities as new information is obtained. The Company does not expect material adjustments to the initial values of acquired assets and liabilities during the remaining term of the measurement period. The Company has recognized $ 2.3 million and $ 54.8 million of subscription revenue and services revenue, respectively, for the Successor Period from the business acquired through the IDX Merger. Pro forma Results of Operations The following unaudited pro forma financial information presents the combined results of operations as if the Business Combination had occurred as of February 1, 2021. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the Business Combination occurred as of February 1, 2021, or what the results would be for any future periods. Year Ended January 31, (dollars in thousands) 2023 2022 (unaudited) Revenue Subscription $ 61,836 $ 48,309 Services 113,870 105,439 Total revenue 175,706 153,748 Net loss after tax $ ( 737,269 ) $ ( 61,714 ) The unaudited pro forma results reflect the following adjustments: • amortization expense for acquired intangible assets, • all acquisition-related expenses are recognized as of February 1, 2021, • elimination of interest expense for notes paid at the closing of the Business Combination, • addition of interest expense for the Convertible Notes obtained at the closing of the Business Combination (see Note 10), • elimination of fair value adjustments for liabilities related to warrants exercised at the closing of the Business Combination, and • adjustments to the income tax provision.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	6 : Goodwill and Intangible Assets A summary of the changes in the fair value of goodwill for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Goodwill - August 4, 2022 $ 1,105,258 Impairment ( 698,650 ) Goodwill - January 31, 2023 $ 406,608 Predecessor Goodwill - January 31, 2021 $ 28,614 Adjustment related to business acquisitions 675 Business acquisition 5,713 Goodwill - January 31, 2022 $ 35,002 Goodwill - January 31, 2022 $ 35,002 Adjustment related to business acquisitions — Goodwill - August 3, 2022 $ 35,002 The Company recorded an impairment cha rge of $ 698.7 million during the Successor Period, as part of its interim test of goodwill. The Company's estimate of the fair value of its single reporting unit of $ 675.0 million was below the carrying value of the reporting unit of $ 1,373.7 million as of October 31, 2022. Determining the fair value of our reporting unit requires judgment and the use of significant estimates and assumptions. Given the current competitive and macroeconomic environment and the uncertainties regarding the related impact on the business, there can be no assurance that the estimates and assumptions made for purposes of the Company’s interim and annual goodwill impairment tests will prove to be accurate predictions of the future. If the Company’s assumptions are not realized, the Company may record additional goodwill impairment charges in the future. It is not possible at this time to determine if any such future impairment charge would result or whether such charge would be material. The tables below summarize the Company’s intangible assets as of January 31, 2023, and the Predecessor's intangible assets as of January 31, 2022 (amounts in thousands, except for useful lives). Successor As of January 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 8.6 $ 154,400 $ ( 11,894 ) $ 142,506 Developed technology 5 95,800 ( 9,425 ) 86,375 Trademarks / trade names 10 35,300 ( 1,737 ) 33,563 $ 285,500 $ ( 23,056 ) $ 262,444 Predecessor As of January 31, 2022 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 6 $ 15,450 $ ( 3,239 ) $ 12,211 Developed technology 5 2,560 ( 621 ) 1,939 Trademarks / trade names 2 140 ( 80 ) 60 $ 18,150 $ ( 3,940 ) $ 14,210 The Company analyzed if there was an impairment of long-lived assets as of January 31, 2023. The Company determined that the carrying value of its assets were recoverable and accordingly, concluded that no impairment had occurred. The tables below summarizes the future amortization of the Company’s intangible assets as of January 31, 2023 (amounts in thousands). Fiscal 2024 $ 42,981 Fiscal 2025 38,968 Fiscal 2026 38,968 Fiscal 2027 38,968 Fiscal 2028 29,542 Thereafter 73,017 Total amortization of intangible assets expense $ 262,444 On the Company's Consolidated Statement of Comprehensive Loss, the Company recognizes expense for the amortization of customer relationships within sales and marketing expense, expense for the amortization of developed technology within cost of subscription revenue, and expense for the amortization of trademarks and trade names within general and administrative expense. The Company recognized amortization of intangible assets expense in the accompanying Consolidated Statements of Comprehensive Loss for the for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Cost of revenue - subscription $ 9,425 $ 260 $ 481 Sales and marketing 11,894 1,308 2,478 General and administrative 1,737 36 63 Total amortization of acquired intangible assets $ 23,056 $ 1,604 $ 3,022

Leases

Leases	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Lessee, Lease, Description [Line Items]
Leases	8 : Leases The Company has operating leases for office facilities and office equipment. Our leases have remaining terms of less than one year to approximately t hree years , some of which include options to renew. Our total net cost for operating leases for the Successor Period and the Year to Date Predecessor Period was $ 1.6 million. Included in the measurement of the lease liability at January 31, 2023, is $ 1.6 m illion in cash payments for operating leases which were made during the Successor Period and the Year to Date Predecessor Period. Supplemental balance sheet information related to lease liabilities was as follows: (in thousands, except lease term and discount rate) January 31, 2023 Operating leases Operating ROU assets $ 720 Operating lease liabilities, current $ 406 Operating lease liabilities, net of current portion 427 Total operating lease liabilities $ 833 Weighted average remaining lease term 1.7 years Weighted average discount rate 4.8 % Maturities of operating lease liabilities at January 31, 2023 were as follows: (in thousands) Year ending January 31, 2024 $ 754 2025 538 2026 64 Total lease payments 1,356 Less: imputed interest ( 523 ) Total lease payments $ 833 Rent expense related to operating leases for office facilities w as $ 0.9 mi llion the year ending January 31, 2022.
ID Experts Holdings, Inc. and Subsidiary [Member]
Lessee, Lease, Description [Line Items]
Leases		8: Leases IDX has two leases related to office equipment and one lease related to office space. The two office equipment leases and the office space lease are operating leases. IDX’s operating leases have varying maturity dates through the year ending 2025. Rental payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. IDX’s rental expenses were $ 0.2 million and $ 0.4 million, for the period January 1, 2022, to August 3, 2022, the year ended December 31, 2021, respectively. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of August 3, 2022, are (in thousands): Future Payments Years ending December 31: 2022 (Remaining quarters) $ 178 2023 149 2024 48 Total minimum lease payments $ 375

Long-term Debt

Long-term Debt	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Debt Instrument [Line Items]
Long-term Debt	1 0: Debt The tables below summarize key terms of the Company’s debt that was outstanding as of January 31, 2023, and the Predecessor's debt as of January 31, 2022 (amounts in thousands, except for interest rates). Successor As of January 31, 2023 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 8.50 % 8.50 % $ 15,000 $ — $ — $ — $ 15,000 InfoArmor 5.50 % 5.50 % 2,344 — — — 2,344 Convertible notes 7.00 % Cash / 8.75 % PIK 8.53 % 156,564 — ( 127 ) — 156,437 $ 173,908 $ — $ ( 127 ) $ — $ 173,781 Current portion of long-term debt $ 15,938 Long-term debt 157,843 $ 173,781 Predecessor As of January 31, 2022 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 4.50 % 6.50 % $ 15,000 $ ( 96 ) $ ( 574 ) $ — $ 14,330 Orix Growth 10.00 % 12.13 % 30,000 ( 349 ) ( 608 ) — 29,043 InfoArmor 5.50 % 5.50 % 3,281 — — ( 213 ) 3,068 PIPE Investors 5.00 % 5.00 % 5,032 — — — 5,032 $ 53,313 $ ( 445 ) $ ( 1,182 ) $ ( 213 ) $ 51,473 Current portion of long-term debt $ 5,970 Long-term debt 45,503 $ 51,473 Orix Note On January 7, 2021, the Predecessor entered into a loan and security agreement with Orix Growth Capital, LCC (Orix) for $ 30.0 million, which is subordinated to the Stifel loan and is collateralized by substantially all of the assets of the Company. In conjunction with the loan and security agreement, warrants were issued to Orix (s ee Note 11 for discussion of warrants). The loan and security agreement provided for an immediate advance, upon loan closing, of $ 20.0 million, which the Company drew in full. The remaining $ 10.0 million shall be made in no more than three disbursements in increments of at least $ 2.5 million any time after March 31, 2021 and before March 31, 2022, as selected by ZeroFox. Advances under the agreement pay cash interest monthly at 10.00 % per annum. The loan matures and all unpaid principal and interest is due in full on January 7, 2026 . The loan also carries an end of term clause equal to 3 % of the total amount borrowed if repaid on or before January 7, 2023, or 2 % if repaid thereafter and prior to the maturity date. On February 10, 2022, the Predecessor amended its loan and security agreement with Orix. From the amended loan and security agreement with Orix, in February 2022, the Predecessor borrowed $ 7.5 million, from which it received approximately $ 7.4 million of proceeds net of issuance cost of $ 0.1 million, and issued 161,112 warrants to purchase Series E redeemable convertible preferred stock at an exercise price of $ 1.86205 . The cumulative outstanding principal of the loan was $ 37.5 million. In connection with the Business Combination, the Company repaid the amounts due to Orix in full totaling $ 38.7 million, including a prepayment penalty of $ 1.2 million. The Company recognized the prepayment penalty in interest expense, net on the Consolidated Statement of Comprehensive Loss in the Successor Period. The terms of the loan and security agreements with Orix included financial covenants whereby the Predecessor must be in compliance with the following: a) at any time, the ratio of Total Debt (as defined in the loan and security agreements) to Annual Recurring Revenue (“ARR”) (as defined in the loan and security agreements) shall not be more than 1.00 :1.00, and b) the Predecessor shall maintain a minimum ARR, which increases over time, as defined in the loan and security agreements, measured as of the last day of each quarter. The Predecessor was in compliance with its financial covenants as of August 3, 2022. Bridge Notes In December of 2021, the Predecessor issued $ 5.0 million in bridge notes ($ 4.8 million of which were issued to related parties) to certain investors “PIPE Investors” in the potential PIPE (see Note 16). The bridge notes accrue interest at 5 % per annum (computed on the basis of a 365-day year), which is paid-in-kind as an addition to the principal balance of the bridge notes. The bridge notes are due at the earlier of the twelve-month anniversary of their issuance or the closing of the respective PIPE. Upon the closing of a PIPE, the bridge note holder may direct the Predecessor to satisfy its payment obligations under the bridge note by paying the holder/investor’s obligation under the PIPE. In connection with the Business Combination, the notes and accrued interest owed to PIPE Investors were settled. The interest accrued through the date of the Business Combination of $ 0.2 million was paid to the PIPE Investors note holders in cash. The principal value of the related notes owed by the Predecessor of $ 5.0 million was offset against obligations the note holders had with the Company as part of the PIPE Subscription Agreement. The Company included the $5.0 million as part of the purchase price paid to complete the ZF Merger (see Note 5). Stifel Note On January 7, 2021, the Predecessor entered into a loan and security agreement with Stifel Bank (“Stifel”) for $ 10.0 million, which is collateralized by substantially all of the assets of the Predecessor. In conjunction with the loan and security agreement, warrants were issued to Stifel (se e Note 11 fo r discussion of warrants). The loan and security agreement provided for an immediate advance, upon loan closing, of $ 10.0 million, which the Predecessor drew in full. Advances under the agreement pay cash interest monthly at the greater of the prime rate as reported in the Wall Street Journal plus 1.00 %, or 4.50 % per annum. If any loan payment is not made within 10 days of the payment due date, the Predecessor will incur a late fee equal to the lesser of (i) 5.00 % of the unpaid amount or (ii) the maximum amount permitted to be charged under applicable law, not in any case to be less than twenty-five dollars. The loan matures and all unpaid principal and interest is due in full on January 7, 2024 . The loan and security agreement with Stifel contains a provision whereby, in the Event of Default, the obligation will bear additional interest at a rate equal to 4 %. Management evaluated Events of Default and determined the non-credit related events of default represent an embedded derivative that must be bifurcated and accounted for separately from the loan and security agreement. The default rate derivative is treated as a liability, initially measured at fair value with subsequent changes in fair value recorded in earnings. Management has assessed the probability of occurrence for a non-credit default event and determined the likelihood of a referenced event to be remote. Therefore, the estimated fair value of the default rate derivative was negligible as of January 31, 2023 and 2022, and no amount was recorded. The terms of the loan and security agreement Stifel include financial covenants whereby the Predecessor must be in compliance with the following: a) at any time, the ratio of Total Debt (as defined in the loan and security agreements) to Annual Recurring Revenue (“ARR”) (as defined in the loan and security agreements) shall not be more than 1.0 :1.0, and b) the Predecessor shall maintain a minimum ARR, which increases over time, as defined in the loan and security agreements, measured as of the last day of each quarter. On December 8, 2021, the Predecessor amended its loan and security agreement with Stifel. The amendment reset the minimum ARR covenant for future periods and provided for an additional borrowing of $ 5.0 million, for which the Company borrowed $ 5.0 million in December 2021 and issued 161,113 warrants to purchase Series E redeemable convertible preferred stock at an exercise price of $ 1.86205 . As of January 31, 2023, the outstanding principal of the loan includes $ 15.0 million of principal borrowed. In connection with the Business Combination, the Company amended its loan and security agreement with Stifel Bank. The amendment superseded the financial covenants with which the Company must be in compliance. The amended financial covenants include the following commitments: a) a balance of cash held at Stifel Bank in an amount equal to or greater than the amount of outstanding debt and b) minimum liquidity (as defined in the loan and security agreement). The Company was in compliance with its financial covenants as of January 31, 2023. In connection with the Business Combination, the Company recorded the debt outstanding with Stifel Bank at fair value. The Company determined the fair value of these notes to be the principal value and accrued interest outstanding at the date of the Business Combination The loan with Stifel Bank is secured by all assets of the Company. InfoArmor Note On June 7, 2021, the Predecessor issued a $ 3.8 million promissory note payable to InfoArmor, Inc. in connection with its acquisition of Vigilante. The promissory note accrues interest at 5.5 % per annum (computed on the basis of a 365 day year). Principal and interest payments of $ 0.2 million are paid quarterly over the four-year term of the loan maturing on June 7, 2025 . As of January 31, 2023, $ 0.9 mill ion was recorded in current portion of long-term debt in the consolidated financial statements. In connection with the Business Combination, the Company recorded the debt outstanding with InfoArmor at fair value. The Company determined the fair value of these notes to be the principal value and accrued interest outstanding at the date of the Business Combination. The loan with InfoArmor is unsecured. Convertible Notes On August 3, 2022, the Company closed subscription agreements with certain purchasers to sell $ 150.0 million aggregate principal amount of unsecured convertible notes due 2025 (the Convertible Notes). In connection with the Business Combination, the Company completed the Convertible Notes financing of $ 150.0 million. The Convertible Notes include a cash interest option of 7 % per annum, payable quarterly, and a payment-in-kind (PIK) interest option of 8.75 % per annum. The Convertible Notes include a default rate of interest feature. In the event of default by the Company, the rate of interest will be increased by 2.00 % per annum. The Convertible Notes are convertible into shares of Company Common Stock, or a combination of cash and Company Common Stock, at the Company's election, at an initial conversion price of $ 11.50 , subject to customary anti-dilution provisions. The Convertible Notes mature on August 3, 2025 . The Company may, at its election, force conversion of the Convertible Notes after the first anniversary of their issuance if the volume-weighted average trading price of the Company's Common Stock 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. After the second anniversary of their issuance this provision drops to greater than or equal to 130 % of the conversion price for more than 20 trading days during a period of 30 consecutive trading dates. In the event that a holder of the Convertible Notes elect to covert, the Company will be obligated to pay an amount equal to outstanding principal and interest (accrued and unpaid), at the initial conversion rate of 86.9565 shares of Common Stock per $ 1,000 of outstanding principal and accrued interest. Each holder of a Note will have the right to cause the Company to repurchase for cash all or a portion of the Convertible Notes held by such holder upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes), at a price equal to 100 % of the principal plus accrued and unpaid interest, plus any remaining amounts that would be owed to, but excluding, the maturity date. In the event of a conversion in connection with a Fundamental Change, the conversion price will be adjusted in accordance with a Fundamental Change make-whole table. The Company analyzed the features of the make-whole table and concluded that it did not require bifurcation pursuant to ASC 815 as the variables that could affect the settlement amount would be inputs to a fixed-for-fixed forward option on equity shares and as such, may be considered indexed to the Company's own equity. At January 31, 2023, the net carrying amount of the Convertible Notes of $ 156.4 million (reflected as long term debt on the Consolidated Balance Sheet) compares to the fair value of $ 97.2 million. The fair value of the Convertible Notes is categorized as a Level 3 liability in the fair value hierarchy.
ID Experts Holdings, Inc. and Subsidiary [Member]
Debt Instrument [Line Items]
Long-term Debt		4: Long-term Debt The below table presents details of IDX’s debt on August 3, 2022, and December 31, 2021 (in thousands): August 3, 2022 December 31, 2021 Current maturity term loan $ 3,333 $ 1,667 Total $ 3,333 $ 1,667 Long-term debt Term loan, net of debt issuance cost 6,100 8,319 Total long-term debt $ 9,433 $ 9,986 The future contractual maturities for the long-term debt outstanding as of August 3, 2022, are summarized as follows (in thousands): Future Payments 2022 (Remaining quarters) $ 1,111 2023 3,333 2024 3,333 2025 1,668 Total $ 9,445 Less net debt issuance costs ( 12 ) Total long-term debt $ 9,433 Term Loan On December 29, 2020, IDX executed the amended and restated loan and security agreement. This resulted in the extinguishment of the original term loan and established a new term loan of $ 10.0 million. The new term loan matures June 1, 2025 , and bears interest at the prime referenced rate plus 1.5 %, which was 6.25 % as of August 3, 2022. Monthly principal payments began on July 1, 2022. IDX began making interest-only payments on a monthly basis beginning on February 1, 2021. The loan is subject to certain standardized financial covenants and the carrying value of the term loan approximates its fair value. IDX was in compliance with its debt covenants as of August 3, 2022.

Convertible Debt Loan

Convertible Debt Loan	7 Months Ended
	Aug. 03, 2022
Convertible Debt Loans [Line Items]
Convertible Debt Loan	5: Convertible Debt Loan In December 2018, IDX entered into a convertible debt loan with several of its existing investors for $ 1.4 million. The convertible debt loan matures on December 20, 2022, and bears 12 % interest, paid at maturity. The related party lenders have the option to convert the note in conjunction with a qualified financing at 80 % of the share price paid by other investors. The related party lenders receive 150 % of the outstanding value of notes and accrued interest in conjunction with a sale of IDX. IDX, with consent from the related party lenders, may prepay the convertible debt loan without penalty. The convertible debt loan is a general, unsecured obligation of IDX. IDX has elected to fair value the convertible debt loan. At the end of each period, IDX calculates the fair value of the convertible debt and any changes are recorded within other expense in the Consolidated Statements of Income. There has been no change in fair value from a change in credit quality. IDX recorded changes in fair value of $ 0.6 million and $ 0.7 million, for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively. See Note 17 for additional information on fair value measurement.

Warrants

Warrants	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Warrants	: Warrants ZeroFox Holdings, Inc. Public Warrants and Private Warrants At January 31, 2023, there were 8,625,000 Public Warrants and 7,588,430 Private Warrants outstanding. The Public Warrants became exercisable on September 2, 2022, which was 30 days after the completion of the Business Combination. The Public Warrants will expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. Redemption Features The Company may redeem the entirety of outstanding warrants (except as described with respect to the Private Warrants) at a price of $ 0.01 per warrant, with a minimum 30 days prior written notice of redemption, if t he closing price of the share of Company Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period. The Company may redeem the entirety of outstanding warrants (except as described with respect to the Private Warrants) at a price of $ 0.10 per warrant, with a minimum 30 days prior written notice of redemption, if t he closing price of the share of Company Common Stock equals or exceeds $ 10.00 per share for any 20 trading days within a 30 -trading day period. If the Company calls the Public Warrants for redemption, as described above, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Company Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Public Warrants will not be adjusted for the issuance of shares of Company Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Warrants are identical to the Public Warrants except for certain features. The Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Further, in accordance with FINRA Rule 5110(g)(8)(A), the Private Warrants purchased by one of the initial purchasers will not be exercisable for more than five years from the effective date of the registration statement filed in connection with the Company’s Initial Public Offering for so long as they are held by such initial purchaser. Fair Value of ZeroFox Holdings, Inc. Public Warrants and Private Warrants The Company analyzed the rights and features of the Public Warrants and Private Warrants to determine the appropriate fair value estimation approach. Both the public and private warrants give the holder the option to purchase one share of Company Common Stock at a strike price of $ 11.50 . The Company's Public Warrants are traded on NASDAQ under the ticker "ZFOXW" providing an observable price for the warrants. Accordingly, the Company uses the closing price of the Public Warrants on the balance sheet date as an indicator of their fair value. Although the Private Warrants are not subject to the same early redemption feature as the Public Warrants and are not publicly traded, the Private Warrants are subject to the same make-whole provisions as the Public Warrants if not held by the initial purchaser or permitted transferee and as such, are considered economically similar to the Public Warrants. As such, the Company uses the same indicator of fair value as the Public Warrants for the Private Warrants. The closing price for the Company's Public Warrants as of August 3, 2022 , was $ 0.49 per warrant, resulting in an initial fair value of $ 4.2 million and $ 3.7 million for the Public Warrants and Private Warrants, respectively. The public closing price for the Company's Public Warrants as of January 31, 2023, was $ 0.16 per warrant, resulting in a fair value of $ 1.4 million and $ 1.2 million for the Public Warrants and Private Warrants, respectively. The Company recorded the change in the fair value of both the Public Warrants and Private warrants to change in fair value of warrant liability on the Consolidated Statement of Comprehensive Loss. Predecessor Warrants In conjunction with the SLWF II loan issued on June 1, 2017 , SLWF II received a warrant to purchase 1,924,790 shares of common stock. The warrant expires on June 1, 2027 . The warrant is exercisable at an exercise price of the lesser of (i) $ 0.20 or (ii) the lowest value of a share of the Predecessor’s common stock as determined by any future Section 409(A) valuation. The warrant contains a provision stating that if a Qualified Financing (as defined in the warrant agreement) occurs, the holder may elect to convert the warrant into a warrant to purchase the Future Round Securities issued in the Qualified Financing. As of the date the financial statements were available to be issued, this provision had not been executed. In conjunction with the Hercules loan issued on June 26, 2019 , Hercules is entitled to receive an aggregate number of Preferred Stock warrants equal to 4.00 % of the applicable term advance divided by either (i) the “Next Round” preferred stock price, if completed by July 31, 2020, or (ii) the C-1 preferred stock price of $ 1.23 . The Predecessor did not meet the Next Round milestone; therefore, Hercules received a warrant to purchase 487,805 shares of C-1 preferred stock. The warrant expires on June 26, 2029 . On May 7, 2021, in conjunction with the amendment to the Hercules loan and security agreement and the immediate advance of $ 5.0 million, Hercules received a warrant to purchase 160,546 shares of C-1 preferred stock with the same terms as the warrants issued on June 26, 2020. In conjunction with the Stifel loan issued on January 7, 2021 , Stifel received a warrant to purchase 107,408 shares of Series E preferred stock for an exercise price of $ 1.86 per share. The Series E preferred warrant expires on January 7, 2031 . In connection with the Stifel amendment on December 8, 2021, Stifel received a warrant to purchase 161,113 shares of Series E preferred stock for an exercise price of $ 1.86 per share. The Series E preferred warrant expires on December 8, 2031 . The fair value of the Series E preferred warrants was $ 0.9 million as of January 31, 2022. In conjunction with the Orix loan issued on January 7, 2021 , Orix received a warrant to purchase 644,451 shares of Series E preferred stock for an exercise price of $ 1.86 per share. The Series E preferred warrant expires on January 7, 2031 . The fair value of the Series E preferred warrant was $ 2.0 million as of January 31, 2022. The exercise prices for the Series E preferred warrants are subject to anti-dilution adjustments in certain circumstances, including upon certain issuances of capital stock. Warrants to purchase 124,903 shares of Series A preferred stock and warrants to purchase 146,341 shares of Series B preferred stock were outstanding at January 31, 2022 and 2021. The Series A preferred warrant expires on May 22, 2025 , and the Series B preferred warrant expires on September 1, 2026 . The fair values of the Predecessor’s warrants issued before July 8, 2021 are determined using the Black-Scholes model. After July 8, 2021, as a result of the potential merger with a SPAC, the Predecessor began utilizing a Probability-Weighted Expected Return Method (“PWERM”) to determine the fair value of the Company’s warrants issued. The Predecessor utilized a PWERM relying on (1) a Black-Scholes-Merton model to value a continued operations scenario where the Predecessor remained a private entity (the “Stay Private Scenario”) and (2) a transaction scenario that reflected the merger with a SPAC (the “Transaction Scenario”). In February 2022, along with the amendment to the loan and security agreement with Orix, the Predecessor issued 161,112 warrants to purchase Predecessor Series E redeemable convertible preferred stock at an exercise price of $ 1.86205 . On July 28, 2022, the holder of Series C-1 warrants exercised its right to purchase Predecessor redeemable convertible preferred shares. The holder elected to net exercise its warrants resulting in the issuance of 506,490 shares of Predecessor Series C-1 redeemable convertible preferred shares. On July 29, 2022, a holder of Series E warrants exercised its right to purchase Predecessor redeemable convertible preferred shares. The holder elected to net exercise its warrants resulting in the issuance of 539,576 shares of Predecessor Series E redeemable convertible preferred shares. Upon completion of the Business Combination, the outstanding Predecessor Warrants were assumed by the Company and converted into warrants to purchase Company Common Stock using the Exchange Ratio (see Note 5). The exercise price of each Predecessor Warrant was similarly adjusted using the Exchange Ratio. Details of the Predecessor Warrants are as follows: Underlying Predecessor Security Predecessor Warrants Outstanding on August 3, 2022 Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock As Converted Exercise Price per Warrant Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise Series A 124,903 71,514 $ 2.24 66,068 Series B 146,341 83,788 $ 2.87 75,585 Common 1,924,790 551,022 $ 0.70 524,236 Series E 268,521 153,741 $ 6.50 119,018 860,065 784,907 On August 5, 2022, and August 8, 2022, holders of Predecessor Warrants elected to exercise their warrants on a net basis. The Company applied the treasury stock method to the net exercise. The net exercise resulted in the Company issuing 784,907 shares of Company Common Stock for the Predecessor Warrants. As of January 31, 2023, all Predecessor Warrants have been exercised. Fair Value of Predecessor Warrants The initial fair values of the Predecessor Warrants were determined using a Black-Scholes model. The assumptions used in estimating the fair values of the Predecessor’s warrants at issuance are as follows: At Issuance Assumptions Series E Warrants Series C-1 Warrants Common Series B Warrants Series A Warrants Initial Valuation Date: February 10, 2022, June 26, 2019 June 1, 2017 September 1, 2016 May 22, 2015 Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Expected term of the warrant (in years) 10.0 10.0 10.0 10.0 10.0 Price of the underlying share - stay private $ 2.20 - $ 3.79 $ 1.25 $ 0.20 $ 0.82 $ 0.74 Volatility 36.38 % - 40.64 % 51.90 % 60.00 % 60.41 % 66.74 % Risk-free rate 0.87 % - 2.03 % 2.05 % 2.21 % 1.57 % 2.21 % As a result of the potential Business Combination (see Note 5), the Predecessor began utilizing a Probability-Weighted Expected Return Method ("PWERM") to determine the fair value of the Predecessor Warrants. The Predecessor utilized a PWERM relying on (1) a Black-Scholes model to value continued operations scenario where the Predecessor remained a private entity and (2) a transaction scenario that reflected the Business Combination. The assumptions used in estimating the fair values of the Predecessor Warrants as of January 31, 2022, the final balance sheet presented that utilized the Predecessor's PWERM method, are as follows: January 31, 2022 Assumptions Series E Warrants Series C-1 Warrants Common Series B Warrants Series A Warrants Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Price of the underlying share - stay private $ 2.94 $ 2.76 $ 1.85 $ 3.70 $ 3.70 Volatility 36.71 % 36.95 % 38.11 % 39.30 % 44.69 % Risk-free rate 1.78 % 1.77 % 1.64 % 1.57 % 1.42 % Price of the underlying share after conversion $ 5.64 $ 5.64 $ 2.82 $ 5.64 $ 5.64 Expected term of the warrant (in years) 0.4 - 9.9 0.4 - 8.2 0.4 - 5.3 0.4 - 4.6 0.4 - 3.3 Fair value $ 3.20 $ 3.71 $ 2.21 $ 4.05 $ 4.21 Number of warrants 912,972 648,350 1,924,790 146,341 124,903 Liability (in thousands) $ 2,922 $ 2,408 $ 4,260 $ 593 $ 526 Upon completion of the Business Combination, the outstanding Predecessor Warrants were assumed by the Company and converted into warrants to purchase Common Stock of the Company. For the purposes of estimating the fair value of the Predecessor Warrants, the Company estimated the fair value of each warrant as the closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022, less the exercise price per warrant. The table below illustrates the fair value estimate for each set of Predecessor Warrants: Underlying Predecessor Security As Converted Exercise Price per Warrant Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock Estimated Fair Value per Warrant Aggregate Estimated Fair Value (in thousands) Series A $ 2.24 71,514 $ 8.71 $ 623 Series B $ 2.87 83,788 $ 8.08 677 Common $ 0.70 551,022 $ 10.25 5,648 Series E $ 6.50 153,741 $ 4.45 684 860,065 $ 7,632 The fair value of the Predecessor Warrants was recognized as a liability at fair value as part of the accounting for the ZF Merger (see Note 5).
ID Experts Holdings Inc And Subsidiary Member
Derivative Instruments, Gain (Loss) [Line Items]
Warrants		6: Warrants The following table summarizes activity for IDX’s preferred and common stock warrants for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021: Preferred stock warrants January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance 125,000 125,000 Warrants exercised ( 125,000 ) — Ending balance — 125,000 Common stock warrants Beginning balance 1,280,506 1,280,506 Warrants exercised ( 1,280,506 ) — Ending balance — 1,280,506 Preferred Stock Warrants In connection with a related party term loan modification dated December 18, 2018, IDX issued 125,000 preferred stock warrants with an exercise price of $ 0.0001 . IDX calculates the fair value of the vested Series A-2 preferred stock warrant at the end of each reporting period. IDX recorded a change in fair value of the preferred stock warrant of $ 0.0 million and $ 0.2 million, for the period January 1, 2022, to August 3, 2022, the year ended December 31, 2021, respectively. IDX presents the change in fair value of warrant liabilities in the Consolidated Statements of Income. On February 14, 2022, the related party exercised its preferred stock warrants, reducing the warrant liability included within accrued expenses on the Consolidated Balance Sheets. The non-cash exercise resulted in an increase of 124,994 A-2 preferred stock shares, which are presented as redeemable convertible preferred stock on the Consolidated Balance Sheets. Common Stock Warrants In February 2015, IDX issued 300,000 common stock warrants at a strike price of $ 0.60 to a client/vendor. The common stock warrants are exercisable upon a Liquidation Event as defined in the agreement i.e., the first occurrence of any sale of IDX’s assets, a merger, or a firm underwritten public offering of common stock. The warrants expire on February 10, 2025. IDX calculates the fair value of the vested common stock warrant at the end of each reporting period. IDX recorded a change in fair value of the common stock warrant of $ 0.1 million and $ 1.7 million, for the period January 1, 2022, to August 3, 2022, the year ended December 31, 2021, respectively. IDX presents the change in fair value of warrant liabilities in the Consolidated Statements of Income, and the change in fair value of common stock warrant in accrued expenses on the Consolidated Balance Sheets. On July 26, 2022, the client/vendor exercised its common stock warrants, reducing the warrant liability included within accrued expenses on the Consolidated Balance Sheets. The cash exercise resulted in an increase of 300,000 shares of common stock. In connection with a related party term loan dated August 2, 2016, IDX issued 980,506 common stock warrants with an exercise price of $ 0.0001 . The value of these common stock warrants was initially recorded as a reduction of the face value of debt on issuance with an offset to additional paid in capital. The warrants’ value is recorded to interest expense using the effective interest method over the life of the debt. These common stock warrants were fully expensed as of December 31, 2020. On February 14, 2022, the related party exercised its common stock warrants, reducing the warrant liability included within accrued expenses on the Consolidated Balance Sheets by $ 0.3 million. The non-cash exercise resulted in an increase of 980,460 shares of common stock.

Sponsor Earnout Shares

Sponsor Earnout Shares	6 Months Ended
	Jan. 31, 2023
Sponsor Earnout Shares [Abstract]
Sponsor Earnout Shares	1 2: Sponsor Earnout Shares The sponsor and certain directors of L&F agreed, upon closing of the Business Combination, to subject 1,293,750 of their shares (Sponsor Earnout Shares) of Company Common Stock to potential forfeiture if triggering events do not occur during the earnout period. The earnout period begins on the Closing Date of the Business Combination, August 3, 2022 , and extends to the five-year anniversary of the Closing Date. There are three triggers where, upon achievement of the trigger, one third of the Sponsor Earnout Shares are deemed earned and no longer subject to forfeiture. The three triggers are: 1. Triggering event I - the first date on which the volume-weighted average price per share of Company Common Stock is equal to or greater than $ 12.50 for at least 20 days within any 30 consecutive trading days, 2. Triggering event II - the first date on which the volume-weighted average price per share of Company Common Stock is equal to or greater than $ 15.00 for at least 20 days within any 30 consecutive trading days, and 3. Triggering event III - the first date on which the volume-weighted average price per share of Company Common Stock is equal to or greater than $ 17.50 for at least 20 days within any 30 consecutive trading days. In the case of a change of control of the Company, the triggering events above will be considered met if the shareholders of the Company receive cash, securities, or other assets per share that equal or exceed the price targets described above. From the Closing date to January 31, 2023, no triggering events had been achieved. Sponsor Earnout Shares Fair Value The Company performed Monte Carlo simulations to estimate the achievement of each of the triggering events, the volume-weighted average stock price at the estimated time at which the triggering events were achieved, and the duration of time required to achieve the triggering events. From the Monte Carlo results, the Company calculated an average, discounted fair value per share of each of the one-third tranches of Sponsor Earnout Shares subject to potential forfeiture. The table below documents the Monte Carlo assumptions, inputs, and the fair value results at each balance sheet date: January 31, 2023 August 3, 2022 Per Share Price of Company Common Stock $ 3.62 $ 10.95 Annual Equity Volatility 65.00 % 50.00 % Risk-Free Rate of Return 3.70 % 2.86 % Fair Value per Share Tranche I $ 2.12 $ 10.06 Fair Value per Share Tranche II $ 1.88 $ 9.32 Fair Value per Share Tranche III $ 1.67 $ 8.63 Aggregate Fair Value (in thousands) $ 2,445 $ 12,079 The Company recognized the initial liability of $ 12.1 million as part of the closing of the Business Combination, with an offset to opening retained earnings. The Company recognized the liability as part of the Business Combination as the potential forfeiture mechanism of the Sponsor Earnout Shares only became effective as a direct result of the successful closing of the Business Combination. The Company recorded the change in the fair market value of the Sponsor Earnout Shares to change in fair market value of Sponsor Earnout Shares on the Consolidated Statement of Comprehensive Loss.

Redeemable Convertible Preferre

Redeemable Convertible Preferred Stock	7 Months Ended
	Aug. 03, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Temporary Equity [Line Items]
Redeemable Convertible Preferred Stock	9: Redeemable Convertible Preferred Stock Series A-1 Redeemable Convertible Preferred Stock On July 29, 2016, IDX's Board of Directors approved the issuance of up to 6,000,000 shares of Series A-1 preferred stock with a par value $ 0.0001 . The original issuance price per share of the Series A-1 preferred stock was $ 0.85 . Series A-1 preferred stock is recorded at the maximum redemption value per the agreement in redeemable convertible preferred stock on the Consolidated Balance Sheets. Dividends If IDX declares a dividend on common stock, the stockholders of Series A-1 preferred stock are entitled to receive an amount equal to the dividend they would receive if the shares were converted to common stock. If IDX declares a dividend on a class of shares that is not convertible to common stock, the convertible preferred stockholders receive an amount determined by (A) dividing the amount of the dividend payable on each class of stock by the original price of such class and (B) multiplying the fraction by the original issue price of the convertible preferred stock. The convertible preferred stockholders must receive their pro-rata dividends before or concurrent with any dividend payable to common stockholders. IDX and its Board of Directors have not declared any dividends related to IDX’s Series A-1 preferred stock. Liquidation In a liquidation event, excluding a public offering, stockholders of the Series A-1 preferred stock shall receive any declared and unpaid dividends, plus the higher of a liquidation preference of $ 0.85 per share, or the value the stockholders would receive if shares were converted to common stock and Series B preferred stock. Redemption The Series A-1 preferred stock is redeemable at the option of the stockholders seven years after original issuance. This redemption option is outside of the Company’s control and therefore, the Company classifies the Series A-1 preferred stock as temporary equity in the Consolidated Balance Sheets. The redemption price of Series A-1 preferred stock is the higher of (i) the fair market value of the shares upon conversion to common stock or (ii) the original issuance price plus any declared and unpaid dividends. The fair market value of the shares shall not exceed any amount which is greater than two times the original issue price. Conversion Stockholders may convert their preferred shares into an equal quantity of common stock and Series B preferred stock at their election. In the event of a Qualified IPO, which is defined in IDX’s amended and restated certificate of incorporation as upon the closing of the sale of shares of common stock to the public at a price of $ 2.6325 per share, resulting in at least $ 50,000,000 in gross proceeds, the Series A-1 preferred stock automatically convert to common stock and Series B preferred stock. Voting Stockholders of Series A-1 preferred stock are entitled to cast the number of votes equal to the number of whole shares of common stock their preferred shares would convert into as of the record date. Series A-2 Redeemable Convertible Preferred Stock On July 29, 2016, IDX’s Board of Directors approved the issuance of up to 27,000,000 of Series A-2 preferred stock, par value $ 0.0001 . The original issuance price per share of the Series A-2 preferred stock was $ 1.053 . IDX records Series A-2 preferred stock at its maximum redemption value per the agreement in redeemable convertible preferred stock on the Consolidated Balance Sheets. Dividends If IDX declares a dividend on common stock, the stockholders of Series A-2 preferred stock are entitled to receive an amount equal to the dividend they would receive if the shares were converted to common stock. If IDX declares a dividend on a class of shares that is not convertible to common stock, the convertible preferred stockholders receive an amount determined by (A) dividing the amount of the dividend payable on each class of share by the original price of such class and (B) multiplying the fraction by the original issue price of the convertible preferred stock. The convertible preferred stockholders must receive their pro-rata dividends before or concurrent with any dividend payable to the common stockholders. IDX and its Board of Directors have not declared any dividends related to IDX’s convertible Preferred A-2 stock. Liquidation In a liquidation event, excluding a public offering, the stockholders of the Series A-2 preferred stock shall receive any declared and unpaid dividends, plus the higher of a liquidation preference of $ 1.053 per share, or the value the stockholders would receive if shares were converted to common stock and Series B preferred stock. Redemption The Series A-2 preferred stock is redeemable at the option of the stockholders seven years after original issuance. This redemption option is outside of IDX’s control and therefore, IDX classifies the Series A-2 preferred stock as temporary equity in the Consolidated Balance Sheets. The redemption price of the Series A-2 preferred stock is the higher of (i) the fair market value of the shares upon conversion to common stock or (ii) the original issuance price plus any declared and unpaid dividends. The fair market value of the shares shall not exceed any amount which is greater than two times the original issue price. Conversion Stockholders may convert their preferred shares into an equal quantity of common stock and Series B preferred stock at their election. In the event of a Qualified IPO, which is defined in IDX’s amended and restated certificate of incorporation as upon the closing of the sale of shares of common stock to the public at a price of $ 2.6325 per share, resulting in at least $ 50,000,000 in gross proceeds, the Series A-2 preferred stock automatically convert to common and Series B preferred stock. Voting Holders of Series A-2 preferred stock are entitled to cast the number of votes equal to the number of whole shares of common stock their preferred shares would convert into as of the record date.

Common Stock, Redeemable Conver

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Class of Stock [Line Items]
Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)	13: Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) The authorized capital stock of the Company consists of 1,100,000,000 shares of stock, $ 0.0001 par value per share, of which 1,000,000,000 shares are designated as Common Stock and 100,000,000 shares are designated as Preferred Stock. Common Stock The Company has issued and outstanding 118,190,135 shares of Common Stock as of January 31, 2023. Holders of Common Stock are entitled to one vote for each share. Dividend Rights Subject to the preferences that may apply to any shares of the Company's preferred stock outstanding at the time, the holders of Common Stock will be entitled to receive dividends, out of funds legally available for the payment of dividends, if the Board of Directors, in its discretion, authorizes the issuance of dividends. The Company's Board of Directors has not declared any dividends related to Company Common Stock as of January 31, 2023, and through the date these financial statements were available to be issued. Right to Receive Liquidation Distributions If the Company becomes subject to a liquidation, dissolution, or winding-up, the assets legally available for distribution to the Company’s stockholders would be distributable ratably among the holders of Common Stock and any participating series of the Company’s Preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and liquidation preferences of any outstanding Preferred Stock The Board of Directors of the Company has not issued any classes or series of preferred stock as of January 31, 2023, and through the date these financial statements were available to be issued. The Board of Directors of the Company is authorized, subject to limitations prescribed by law, to issue preferred stock in one or more series, to establish the number of shares to be included in each series, and to fix the designation, powers, preferences, voting power, and conversion rights of the shares of each series without further vote or action by the Company’s stockholders. The Board of Directors is empowered to increase or decrease the number of shares of any series of the Company’s Preferred Stock, but not below the number of shares of that series then outstanding, without any further vote or action by the Company’s stockholders. The Predecessor’s capital structure includes the following classes of securities: Predecessor Common Stock The Predecessor’s common stock contains the following rights: Liquidation Rights — In the event of any liquidation or dissolution of the Predecessor (“Liquidation Event”), the holders of predecessor's common stock are entitled to the remaining assets of the Predecessor legally available for distribution after the payment of the full liquidation preference for all series of the Predecessor's outstanding redeemable convertible preferred stock (“Preferred Stock”). Dividends and Voting Rights — The holders of the Predecessor's common stock are entitled to receive dividends if declared by the Predecessor, but not until all dividends on all series of the Predecessor's redeemable convertible preferred stock have been either paid or declared and segregated. Holders of the Predecessor's common stock have the right to one vote per share. Predecessor Redeemable Convertible Preferred Stock The Company’s redeemable convertible preferred stock consists of (in thousands, except share data): Predecessor February 1, 2022 to Year Ended August 3, 2022 January 31, 2022 Shares Issued and Amount Shares Issued and Amount Convertible preferred stock—Series E, $ 0.00001 19,033,653 shares; 28,354,249 ) 15,767,013 $ 36,291 15,227,437 $ 33,248 Convertible preferred stock—Series D, $ 0.00001 14,833,942 shares; 21,222,496 ) 13,871,547 21,067 13,871,547 21,067 Convertible preferred stock—Series D-2, $ 0.00001 993,868 shares 1,216,439 ) 993,868 1,451 993,868 1,451 Convertible preferred stock—Series D-1, $ 0.00001 5,878,303 8,094,053 ) 5,878,303 8,171 5,878,303 8,171 Convertible preferred stock—Series C-1, $ 0.00001 16,208,756 shares 14,037,000 ) 11,882,605 16,836 11,376,115 13,979 Convertible preferred stock—Series C, $ 0.00001 21,124,700 shares 19,999,999 ) 21,124,699 19,899 21,124,699 19,899 Convertible preferred stock—Series B, $ 0.00001 26,914,949 shares 22,124,088 ) 26,914,949 22,047 26,914,949 22,047 Convertible preferred stock—Series A, $ 0.00001 16,122,188 shares 10,246,261 ) 15,997,285 10,159 15,997,285 10,159 Convertible preferred stock—Series seed, $ 0.00001 9,198,372 shares 2,285,795 ) 9,198,372 2,208 9,198,372 2,208 121,628,641 $ 138,129 120,582,575 $ 132,229 Predecessor Redeemable convertible preferred stock — Series E — In September 2020, in connection with the Cyveillance Acquisition, the Predecessor issued 8,110,058 shares of Series E Predecessor redeemable convertible preferred stock (“Series E”) with a fair value of $ 2.09 per share. As a result of these shares being issued the Predecessor incurred issuance costs of $ 0.1 million. The difference between the carrying value of Series E and the liquidation preference of Series E, as defined below, is equal to the issuance costs. Such difference is not being accreted as Series E is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. Subsequent to September 2020, an additional 7,117,379 shares of Series E redeemable convertible preferred stock were issued with an aggregate fair value totaling approximately $ 16.4 million. Predecessor Redeemable convertible preferred stock — Series D, Series D-1, and Series D-2 — In December 2019, the Predecessor issued 13,871,547 shares of Series D Predecessor redeemable convertible preferred stock (“Series D”) at $ 1.529930 per share for aggregate proceeds of $ 21.2 million, less issuance costs of $ 0.2 million. The difference between the carrying value of Series D and the liquidation preference of Series D, as defined below, is equal to the issuance costs. Such difference is not being accreted as Series D is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. The sale of Series D on December 20, 2019, triggered the automatic redemption of the convertible notes. The outstanding principal and accrued interest on the notes payable of $ 8.6 million was redeemed for 5,878,303 shares of Series D-1 with a fair value per share of $ 1.39 and 993,868 shares of Series D-2 with a fair value per share of $ 1.46 . Therefore, as a result of the redemption, the Predecessor recorded redeemable convertible Series D-1 preferred stock of $ 8.2 million and redeemable convertible Series D-2 preferred stock of $ 1.5 million. The difference between the value of the Series D-1 and Series D-2 redeemable convertible preferred stock recorded of $ 9.6 million and the outstanding principal and accrued interest on the notes payable of $ 8.6 million was equal to $ 1.1 million, which was recorded as a loss on debt extinguishment. Predecessor Redeemable convertible preferred stock — Series C-1 — In May 2018, the Predecessor issued 11,376,115 shares of Series C-1 Predecessor redeemable convertible preferred stock (“Series C-1”) at $ 1.233901 per share for aggregate proceeds of $ 14.0 million, less issuance costs of $ 0.1 million. The difference between the carrying value of Series C-1 and the liquidation preference of Series C-1, as defined below, is equal to the issuance costs. Such difference is not being accreted as Series C-1 is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. Predecessor Redeemable convertible preferred stock — Series C — In April 2017, the Predecessor issued 21,124,699 shares of Series C Predecessor redeemable convertible preferred stock (“Series C”) at $ 0.946759 per share for aggregate proceeds of $ 20.0 million, less issuance costs of $ 0.1 million. The difference between the carrying value of Series C and the liquidation preference of Series C, as defined below, is equal to the issuance costs. Such difference is not being accreted as Series C is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. Predecessor Redeemable convertible preferred stock — Series B — In November 2015, the Predecessor issued 25,176,396 shares of Series B Predecessor redeemable convertible preferred stock (“Series B”) at $ 0.822 per share for aggregate proceeds of $ 20.7 million, less issuance costs of $ 0.1 million. The difference between the carrying value of Series B and the liquidation preference of Series B, as defined below, is equal to the issuance costs. Such difference is not being accreted as Series B is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. The sale of Series B on November 20, 2015, triggered the redemption of outstanding convertible notes payable held by several strategic investors of the Predecessor. The outstanding principal and accrued interest on the notes payable totaled $ 1.3 million, which was converted into 1,738,553 shares of Series B, with a value of $ 1.4 million. The difference of $ 0.1 million represents, on average, a 6.2 % discount on the selling price of Series B as required under the provisions of the convertible notes payable. The value of the discount was recognized on the date of the conversion. Predecessor Redeemable convertible preferred stock — Series A — In April 2014, the Predecessor issued 15,997,285 shares of Series A Predecessor redeemable convertible preferred stock (“Series A”) at $ 0.6405 per share for aggregate proceeds of $ 10.2 million, less issuance costs of $ 0.1 million. The difference between the carrying value of Series A and the liquidation preference of Series A, as defined below, is equal to the issuance cost. Such difference not being accreted as Series A is not mandatorily redeemable and the Predecessor did not believe that a deemed liquidation event was probable of occurring. Predecessor Series E, Series D-2, Series D-1, Series D, Series C-1, Series C, Series B, and Series A (collectively the “Series Preferred”) contain the following rights: Conversion and Redemption Provisions — Series Preferred is mandatorily convertible upon either a Qualified IPO, which is defined in the Predecessor’s certificate of incorporation as the closing of the sale of shares of Predecessor Common Stock to the public at a price of at least five (5) times the Predecessor Series D Original Issue Price (defined in the Predecessor’s certificate of incorporation as $ 1.529930 per share, subject to adjustment based on the occurrence of certain events) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 30,000,000 of proceeds, net of the underwriting discount and commissions, to the Predecessor or the vote of the holders of a majority of the Series Preferred and Series Seed and the vote of a holders a majority of the Series D, Series D-1 and Series D-2. The requisite holders approved the mandatory conversion of the Series Preferred by written consent on December 18, 2021. The holders of the Predecessor’s Series Preferred are entitled to convert their shares into Predecessor common stock on demand. The number of shares of Predecessor common stock issued upon conversion is determined based on the number of converted Series Preferred and the conversion ratio. The conversion ratio is calculated by dividing the original issue price by the conversion price then in effect. The conversion price can be adjusted based on the occurrence of certain events, as defined in the certificate of incorporation. The table below depicts the original issue date, original issue price, conversion price, and conversion ratio, including all changes to conversion prices and conversion ratios from each Series Preferred original issue date through January 31, 2022. Predecessor Preferred Stock Series Original Issue Date Effective Date of Conversion Price Original Issue Price Conversion Price Conversion Ratio Series A April 14, 2014 November 20, 2015 $ 0.640 $ 0.320 2.0 Series B November 20, 2015 November 20, 2015 $ 0.822 $ 0.411 2.0 Series C April 26, 2017 April 26, 2017 $ 0.947 $ 0.473 2.0 Series C-1 May 31, 2018 May 31, 2018 $ 1.234 $ 0.617 2.0 Series D December 20, 2019 December 20, 2019 $ 1.530 $ 0.765 2.0 Series D-1 December 20, 2019 December 20, 2019 $ 1.224 $ 0.612 2.0 Series D-2 December 20, 2019 December 20, 2019 $ 1.377 $ 0.688 2.0 Series E September 30, 2020 September 30, 2020 $ 1.862 $ 0.931 2.0 The Series Preferred is not mandatorily redeemable. The Series Preferred is contingently redeemable upon the occurrence of a deemed liquidation event and a majority vote of the holders of Series Preferred and Series Seed to redeem all outstanding shares of the Predecessor’s redeemable convertible preferred stock. The contingent redemption upon the occurrence of a deemed liquidation is not within the Predecessor’s control and therefore the Series Preferred is classified outside of permanent equity in mezzanine equity on the Predecessor’s Consolidated Balance Sheet. Liquidation Rights — In the event of any liquidation, the holders of shares of Series Preferred shall be entitled to be paid, on a pari passu basis, an amount per share equal to the original issue price, plus all declared but unpaid dividends prior to the payment of the liquidation preference for the holders of Series Seed or any distribution to holders of the Predecessor's common stock. Dividends — The holders of Predecessor's Series Preferred are entitled to receive noncumulative dividends in the amount of 8 % of the original issuance price if, and only if, declared by the Board. The holders of Series Preferred, prior to, and in preference to, any dividends paid on Series Seed and common stock. Holders of Series Preferred are entitled to receive dividends on an as-if-converted basis at the same rate as common stockholders, if and when dividends are declared, and are entitled to a number of votes per share equal to the number of shares of common stock into which such shares are convertible. As of January 31, 2022, no dividends have been declared or paid. Voting Rights — Voting rights are consistent with the rights of holders of common stock, except for special rights to approve certain Predecessor actions or appoint a member of the Board, except as otherwise required by law. Predecessor Redeemable convertible preferred stock — Series Seed — On June 21, 2013, the Predecessor issued 7,645,871 shares of Series Seed at $ 0.2485 per share for aggregate proceeds of $ 1.9 million, less offering costs of $ 0.1 million. One of the investors who purchased Series Seed on June 21, 2013, also received a warrant, at no additional cost, to acquire an additional 115,000 shares of Series Seed at $ 0.01 per share. The cash proceeds received on the initial sale of Series Seed were first allocated to the fair value of the warrant issued and recorded as a warrant liability in the amount of $ 0.03 million, with the remainder of the cash proceeds, totaling $ 1.9 million, allocated to the carrying value of Series Seed. The sale of Series Seed on June 21, 2013, triggered the redemption of outstanding convertible notes payable held by early investors in the Predecessor. The outstanding principal and accrued interest on the notes payable totaled $ 0.3 million, which was converted into 1,437,501 shares of Series Seed, with a value of $ 0.4 million. The difference of $ 0.1 million represents a 20 % discount on the selling price of Series Seed as required under the provisions of the notes payable. The value of the discount was recognized on the date of conversion. On June 26, 2013, the warrant issued on June 21, 2013, was exercised. At exercise, the Predecessor issued 115,000 shares of Series Seed and recognized the value of Series Seed equal to the cash proceeds from the exercise of $ 1,150 , plus the fair value of the warrant as recognized on issuance of $ 0.03 million, for a total of $ 0.03 million. The difference between the carrying value of Series Seed and the liquidation preference of Series Seed, as defined below, is equal to the issuance costs, plus the fair value of the warrant on the date of grant. Such difference is not being accreted as Series Seed is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. Predecessor Series Seed contains the following rights: Conversion and Redemption Provisions — Series Seed is mandatorily convertible upon either a Qualified IPO, which is defined in the Predecessor’s certificate of incorporation as the closing of the sale of shares of Common Stock to the public at a price of at least five (5) times the Predecessor Series D Original Issue Price (defined in the Company’s certificate of incorporation as $ 1.529930 per share, subject to adjustment based on the occurrence of certain events) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 30,000,000 of proceeds, net of the underwriting discount and commissions, to the Predecessor or the vote of the holders of a majority of the Series Preferred and Series Seed and the vote of a holders a majority of the Series D, Series D-1 and Series D-2. The requisite holders approved the mandatory conversion of the Series Seed by written consent on December 18, 2021. The holders of the Series Seed are entitled to convert their shares into Predecessor common stock on demand. The number of shares of common stock issued upon conversion is determined based on the number of converted Series Seed and the conversion ratio, which varies based upon the occurrence of certain events. The conversion ratios for Series Seed are described in the table below. Predecessor Preferred Stock Series Original Issue Date Effective Date of Conversion Price Original Issue Price Conversion Price Conversion Ratio Seed Series June 21, 2013 June 21, 2013 $ 0.249 $ 0.249 1.0 Seed Series November 20, 2015 November 20, 2015 $ 0.249 $ 0.124 2.0 The Series Seed is not mandatorily redeemable. The Series Seed is contingently redeemable upon the occurrence of a deemed liquidation event and a majority vote of the holders of Series Preferred and Series Seed to redeem all outstanding shares of the Predecessor’s redeemable convertible preferred stock. The contingent redemption upon the occurrence of a deemed liquidation is not within the Predecessor’s control and therefore the Series Seed is classified outside of permanent equity in mezzanine equity on the Predecessor’s Consolidated Balance sheet. Liquidation Rights — In the event of any liquidation event, the holders of shares of Series Seed are entitled to an amount per share equal to the original issue price, plus all declared but unpaid noncumulative dividends, after the payment of the full liquidation preference to Series A, Series B, Series C, Series C-1, Series D, Series D-1 and Series D-2, but prior to any distributions to holders of common stock. Dividends and Voting Rights — The holders of Series Seed are entitled to receive noncumulative dividends in the amount of 8 % of the original Series Seed issue price if, and only if, declared by the Board. Holders of Series Seed are entitled to receive dividends on an as-if-converted basis at the same rate as common stockholders, if dividends are declared, and are entitled to the number of votes per share equal to the number of shares of common stock into which such shares are convertible. As of January 31, 2022, no dividends have been declared or paid. Voting rights are consistent with the rights of holders of common stock, except for special rights to approve certain Predecessor actions or appoint a member of the Board, except as otherwise required by law. The Company’s and Predecessor's common stock reserved for future issuance is as follows: Successor Predecessor January 31, 2023 January 31, 2022 Series Seed redeemable convertible preferred stock — 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 Series C-1 redeemable convertible preferred stock — 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 Series D-1 redeemable convertible preferred stock — 11,756,606 Series D-2 redeemable convertible preferred stock — 1,987,736 Series E redeemable convertible preferred stock — 30,454,874 Common stock warrants 16,213,430 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 Series B redeemable convertible preferred stock warrants — 292,682 Series C-1 redeemable convertible preferred stock warrants — 1,296,700 Series E redeemable convertible preferred stock warrants — 1,825,944 Stock options issued and outstanding 7,869,050 21,715,815 Restricted stock units issued and outstanding 2,802,426 — Sponsor earn-out shares 1,293,750 — Shares available for future grant under the 2022 plan 15,829,510 — Shares available for future grant under the 2013 plan — 1,193,436 44,008,166 269,664,323 14: Stock-Based Compensation Conversion of Stock-Based Awards As part of the Business Combination, the Company assumed all of the issued and outstanding options to purchase the Common Stock of ZeroFox, Inc. and IDX and converted them into options to purchase the Company's Common Stock (Company Options). The number of Company Options issued along with the associated strike prices were converted using the Exchange Ratios of the Business Combination (see Note 5). The Company issued options to purchase a total of 8,159,377 shares of the Company's Common Stock, 6,380,458 going to holders of options to purchase ZeroFox, Inc. common stock and 1,778,919 going to holders of options to purchase IDX common stock. The vesting schedules, remaining term, and provisions (other than the adjusted number of underlying shares and exercise prices) of the Company Options issued, are identical to the vesting schedules, remaining term, and other provisions of the ZeroFox, Inc. and IDX options that were converted. The conversion did not adjust vesting conditions of the options and did not require the Company to change the classification of the options. The Company recognized no incremental compensation cost as a result of the conversion. The Company recognized stock-based compensation expense based on the estimated fair value of the awards as calculated on their respective grant dates. The Company issued no stock options from the Closing Date of the Business Combination to January 31, 2023. ZeroFox Holdings, Inc 2022 Incentive Equity Plan On August 3, 2022, the Company adopted the 2022 ZeroFox Holdings, Inc. Incentive Equity Plan (the 2022 Plan). The 2022 Plan became effective on the closing of the Business Combination, which also occurred on August 3, 2022. The 2022 Plan provides for the issuance of up to 11,750,135 shares of Common Stock to employees, officers, directors, consultants, and advisors in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (RSUs), dividend equivalents, and other stock or cash-based awards. On November 30, 2022, the Board of Directors approved an increase to the number of shares available for issuance under the 2022 plan, effective January 1, 2023. Pursuant to the terms of the 2022 Plan agreement, the shares available for issuance increased by 5 % of the shares of Common Stock issued and outstanding at December 31, 2022, or 5,909,396 shares. As of January 31, 2023, there were 15,829,510 shares of Common Stock available for issuance under the 2022 Plan. Stock-based awards are granted at exercise prices not less than 100 % of the fair value of the stock at the date of grant. The Company determines fair value as the closing per share price of its Common Stock on the date the stock-based award is granted. The term of any stock-based award issued under the 2022 Plan may not exceed 10 years from the date of grant. The Company intends to issue new shares to satisfy share options upon exercise. ZeroFox Holdings, Inc. Employee Stock Purchase Plan On August 3, 2022, the Company adopted the ZeroFox Holdings, Inc. 2022 Employee Stock Purchase Plan (ESPP). The ESPP is designed to allow eligible employees of the Company and its subsidiaries to purchase shares of Company Common Stock with their accumulated payroll deductions. As of January 31, 2023, and through the date these financial statements were available to be issued, the Company had not implemented and made available the ESPP to its employees. Stock Options The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. As the Company did no t issue any stock options from the Closing Date of the Business Combination to January 31, 2023, this section describes how any such stock-based awards will be fair valued by the Company when they are issued. This section also describes how the Predecessor Companies valued their stock-based awards. Expected Volatility As the Company does not have a significant trading history of the shares of its Common Stock to date, the expected volatility will be based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group, financial, and market capitalization data. The Predecessor Companies utilized the same estimation approach. Expected Term The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Predecessor Companies utilized the same estimation approach. The Company will estimate the expected term of its employee awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC, for calculating expected term as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term. The Predecessor Companies utilized the same estimation approach. Certain of the Predecessor Companies' options began vesting prior to the grant date, in which case the Predecessor Company used the remaining vesting term at the grant date in the expected term calculation. Risk-Free Interest Rate The Company will estimate its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. The Predecessor Companies utilized the same estimation approach. Dividend Yield The Company has neither declared nor paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield will be estimated to be zero. The Predecessor Companies utilized the same estimation approach. Fair Value of Underlying Common Stock The Company will use the closing price of its Common Stock (ZFOX) on the grant date of the stock-based award to represent the fair value of the underlying Common Stock. The Predecessor Companies' common stock was not publicly traded. As a result, the Predecessor Companies were required to estimate the fair value of their common stock. The Board of Directors of each respective Predecessor Company considered numerous objective and subjective factors to determine the fair value of the respective Predecessor Company’s common stock at each meeting in which awards are approved. The factors considered included, but were not limited to: (i) the results of contemporaneous independent third-party valuations of the respective Predecessor Company’s common stock; (ii) the prices, rights, preferences, and privileges of the respective Predecessor Company’s series of Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the respective Predecessor Company’s common stock; (iv) actual operating and financial results of the respective Predecessor Company; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event for the respective Predecessor Company, such as an initial public offering or sale of the Predecessor Company, given prevailing market conditions; and (vii) precedent transactions involving the respective Predecessor Company’s shares. The Company used the weighted-average assumptions in the table below to estimate the fair value of stock options. There are no values for the Successor as the Successor has not issued any stock options during the Successor Period. Successor Predecessor Assumptions January 31, 2023 August 3, 2022 January 31, 2022 Weighted-average risk-free rate N/A 1.48 % 1.42 % Weighted-average expected term of the option (in years) N/A 6.07 6.06 Weighted-average expected volatility N/A 38.92 % 38.09 % Weighted-average dividend yield N/A 0.00 % 0.00 % A summary of option activity for the Successor Period and the Year to Date Predecessor Period, is as follows (Aggregate Intrinsic Value in thousands): Successor Shares Weighted- Weighted- Aggregate Outstanding as of August 4, 2022 8,159,377 $ 1.5360 6.01 $ 17,004 Granted — — Exercised ( 206,476 ) 0.5952 Cancelled ( 83,851 ) 2.9681 Outstanding as of January 31, 2023 7,869,050 1.5454 6.07 16,325 Vested as of January 31, 2023 5,772,232 0.9591 5.39 15,359 Vested and expected to vest as 7,135,156 $ 1.3793 5.88 $ 15,987 Predecessor Shares Weighted- Weighted- Aggregate Outstanding as of February 1, 2022 21,715,815 $ 0.4398 6.28 $ 51,688 Granted 1,214,500 2.3920 Exercised ( 392,450 ) 0.2659 Cancelled ( 252,159 ) 1.4633 Outstanding as of August 3, 2022 22,285,706 0.5377 6.45 50,864 Vested as of August 3, 2022 14,783,495 0.2660 5.41 37,757 Vested and expected to vest as 19,659,894 $ 0.4662 6.17 $ 46,276 The Company did no t grant any options during the Successor Period. The weighted-average grant-date fair value of options granted during the Year to Date Predecessor Period and for the year ended January 31, 2022, was $ 1.0000 and $ 0.6709 , respectively. The total intrinsic value of options exercised during the Successor Period was $ 0.6 million. The total intrinsic value of options exercised during the Year to Date Predecessor Period and for the year ended January 31, 2022 was $ 1.0 million and $ 1.7 million, respectively. RSUs The fair value of RSUs is based on the closing price of our Common Stock on the date of grant. The Predecessor did no t grant RSUs during the Year to Date Predecessor Period or prior year ending January 31, 2022. A summary of RSU activity for the Successor Period is as follows: Successor Shares Weighted-Average Outstanding as of August 4, 2022 — $ — Granted 2,827,426 $ 4.64 Vested — $ — Cancelled ( 25,000 ) $ 4.63 Outstanding as of January 31, 2023 2,802,426 $ 4.64 RSUs granted under our stock incentive plans generally vest over a period of one to four years . Our outstanding RSUs vest upon the satisfaction of a service-based vesting condition. Stock-Based Compensation Expense The Company recognized non-cash, stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Loss for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended Cost of revenue - subscription $ 97 $ 18 $ 50 Cost of revenue - services 36 2 — Research and development 452 114 97 Sales and marketing 518 218 222 General and administrative 1,397 510 327 Total stock-based compensation expense $ 2,500 $ 862 $ 696 Unrecognized compensation cost related to outstanding stock options totaled $ 4.2 million as of January 31, 2023, which is expected to be recognized over a weighted-average remaining period of 2.4 years. Unrecognized compensation cost related to outstanding RSUs totaled $ 11.2 million as of January 31, 2023, which is expected to be recognized over a weighted-average remaining period of 3.3 years. 1 5: Income Taxes U.S. and foreign components of the loss before income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended U.S. loss $ ( 734,326 ) $ ( 19,370 ) $ ( 40,031 ) Foreign income (loss) 3,157 ( 1,924 ) 1,056 Total
ID Experts Holdings, Inc. and Subsidiary [Member]
Class of Stock [Line Items]
Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)		10: Stockholders’ Deficit Series B Preferred Stock On July 29, 2016, IDX’s Board of Directors approved the issuance of up to 33,000,000 shares of Series B preferred stock with a par value of $ 0.0001 . Stockholders of Series B preferred stock are not entitled to vote and do not have preferential dividend rights. In the event of a liquidation event, excluding a public offering, Stockholders of Series B preferred stock receive, following all preferential distributions made to Series A-1 preferred stock and Series A-2 preferred stock, any declared and unpaid dividends and a liquidation preference of $ 0.361 per share. As of August 3, 2022, and December 31, 2021, no Series B preferred stock was outstanding. Common Stock As of August 3, 2022, and December 31, 2021, IDX had authorized 53,000,000 shares of common stock with a par value of $ 0.0001 . Stockholders of common stock are entitled to one vote per share, to receive dividends if and when declared by the Board of Directors, and upon liquidation or dissolution, receive a portion of the assets available for distributions to stockholders, subject to preferential amounts owed to stockholders of IDX’s preferred stock. Common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of IDX. IDX and its Board of Directors have not declared any dividends related to IDX’s common stock.

Income Taxes

Income Taxes	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Income Tax Disclosure [Line Items]
Income Taxes	1 5: Income Taxes U.S. and foreign components of the loss before income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended U.S. loss $ ( 734,326 ) $ ( 19,370 ) $ ( 40,031 ) Foreign income (loss) 3,157 ( 1,924 ) 1,056 Total loss before income taxes $ ( 731,169 ) $ ( 21,294 ) $ ( 38,975 ) The provision for consolidated income taxes for th e Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended Current tax expense Federal $ — $ — $ — Foreign 177 106 100 State and local 292 5 — 469 111 100 Deferred tax expense Federal ( 9,360 ) ( 2,780 ) ( 5,387 ) Foreign — — — State and local ( 2,281 ) ( 911 ) ( 299 ) ( 11,641 ) ( 3,691 ) ( 5,686 ) Less: change in valuation allowance 650 3,691 5,050 Net income tax (benefit) expense $ ( 10,522 ) $ 111 $ ( 536 ) The reported income tax provision differs from the amount computed by applying the statutory U.S. federal income tax rate to the loss before income taxes due to nondeductible expenses, such as the goodwill impairment, and the impact of state taxes, as well as the change in the valuation allowance. A reconciliation of the statutory US income tax rate to the effective income tax rate for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows: Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended U.S. statutory rate 21.00 % 21.00 % 21.00 % State taxes 0.21 3.35 0.77 Goodwill impairment ( 20.07 ) — — Transaction costs — ( 3.23 ) — Fair value adjustments — ( 2.03 ) — Other permanent differences 0.41 ( 1.05 ) ( 6.61 ) Changes in valuation allowance ( 0.09 ) ( 17.32 ) ( 12.96 ) Other ( 0.02 ) ( 1.24 ) ( 0.83 ) Net income tax expense 1.44 % - 0.52 % 1.37 % Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for income tax reporting and consolidated financial statement purposes. Deferred income taxes as of January 31, 2023, and 2022 consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Deferred tax assets: Net operating losses - federal and state $ 36,057 $ 31,697 Research and development expenditures 4,793 — Deferred revenue 3,019 2,273 Interest expense 2,544 — Accruals 1,240 856 Stock-based compensation 574 66 Other 308 — Lease liability 204 — Depreciation and amortization 112 546 Allowance for doubtful accounts 35 17 Charitable contributions 3 3 Total deferred tax assets before valuation allowance 48,889 35,458 Valuation allowance ( 5,720 ) ( 32,063 ) Total deferred tax assets 43,169 3,395 Deferred tax liabilities: Intangible assets ( 61,109 ) — Contract acquisition costs ( 3,256 ) ( 2,854 ) Goodwill ( 258 ) ( 541 ) Right-of-use assets ( 177 ) — Other ( 7 ) — Total deferred tax liabilities ( 64,807 ) ( 3,395 ) Net deferred tax liability $ ( 21,638 ) $ - The net deferred tax liability presented on the Successor's balance sheet at January 31, 2023 includes liabilities for uncertain tax positions of $ 0.9 million. The Company recognizes the tax benefit of a position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. At January 31, 2023, the Successor recorded gross unrecognized tax benefits of approximately $ 0.8 million, $ 0.7 million of which, if recognized, would impact the Successor's effective tax rate. Interest and penalties accrued related to uncertain tax positions were $ 0.1 million at January 31, 2023. The Predecessor had no unrecognized tax benefits recorded as of January 31, 2022. The Company anticipates a $ 0.2 million decrease in unrecognized tax benefits within the next 12 months from the expiration of statute of limitations. The change in gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ — $ — Business acquisition 838 — Balance at end of period $ 838 $ — The Company has established a valuation allowance to offset the portion of its deferred tax assets that will reverse subsequent to the reversal of the Company’s deferred tax liabilities, and certain net operating loss (“NOL”) carryforwards that have separate return limitations. The Company increased the valuation allowance in the current year by $ 0.7 million. The Company will continue to evaluate the realizability of its deferred tax assets. The following table provides a rollforward of the Company’s valuation allowance for its deferred tax assets (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 5,070 $ 27,013 Increases to allowance 650 5,050 Balance at end of period $ 5,720 $ 32,063 The Company had NOL carryforwards available to offset future federal and state taxable income of approximately $ 145.6 million and $ 79.6 million, respectively, as of January 31, 2023. $ 49.6 million of the federal NOL carryforwards are subject to expiration between tax years 2033 and 2037 . $ 49.5 million of the state NOL carryforwards are subject to expiration in varying amounts beginning tax year 2023. The remaining federal and state NOL carryforwards have no expiration. The NOL carryforwards are subject to an annual limitation under Section 382. The Section 382 limitation will not affect our ability to realize the NOL carryforwards provided we have sufficient taxable income, subject to the annual limitation. The Company’s federal income tax returns for fiscal year 2019 through fiscal year 2022 remained open under the statute of limitations and are subject to examination by tax authorities. In addition, as of January 31, 2023, the Company had various state income tax returns that remained open under the respective statutes of limitations and are subject to examination by tax authorities. The longest period for which any of the Company’s state income tax returns remained open and subject to examination by tax authorities is for fiscal year 2018 through fiscal year 2022 . As of January 31, 2023, the Company was not under examination by federal or state tax authorities.
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Income Taxes		11: Income Taxes The income (loss) before income taxes is solely from domestic sources. The provision for income taxes for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, consists of the following (in thousands): Current tax provision: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Federal $ 1,645 $ 913 State 361 604 Total current tax expense $ 2,006 $ 1,517 Deferred tax (benefit) expense: Federal $ ( 1,129 ) $ 186 State ( 225 ) 13 Total deferred tax (benefit) expense $ ( 1,354 ) $ 199 Income tax expense $ 652 $ 1,716 The income tax provision differs from the amount computed by applying the statutory federal income tax rate of 21 % to the income (loss) before income tax as a result of the following differences (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Income taxes at statutory rate $ ( 43 ) $ 250 State income tax, net of federal benefit ( 12 ) 242 Permanent items 4 25 Non-deductible transaction costs 625 368 Non-deductible convertible debt and warrant expense 150 553 Stock-based compensation ( 145 ) — Tax credits ( 25 ) ( 53 ) Loss of attributes 25 59 Uncertain tax positions 106 145 Other ( 21 ) 86 Valuation allowance ( 12 ) 41 Income tax expense $ 652 $ 1,716 The key differences resulting in income tax expense (benefit) that differs from the statutory rate for the period January 1, 2022, to August 3, 2022, relate to the impact of non-deductible transaction costs and convertible debt and warrant expenses offset by the benefit of stock-based compensation. The key differences resulting in income tax expense (benefit) that differ from the statutory rate for the year ended December 31, 2021, relate to the impact of non-deductible transaction costs and convertible debt and warrant expenses as well as the accrual of uncertain tax positions. The temporary differences that give rise to the Company's deferred tax assets and liabilities as of August 3, 2022, and December 31, 2021, are as follows (in thousands): August 3, 2022 December 31, 2021 Net operating losses $ 137 $ 143 Accrued expenses 709 843 Deferred revenue 985 423 Tax credits — 12 Stock-based compensation 46 43 Capitalized research and development expense 803 — Other, net 53 11 Deferred assets, gross: 2,733 1,475 Fixed and intangible assets ( 7 ) ( 7 ) Other, net ( 54 ) ( 139 ) Valuation allowance ( 88 ) ( 100 ) Net deferred tax assets $ 2,584 $ 1,229 As of August 3, 2022, and December 31, 2021, the Company had state net operating loss carryforwards available of approximately $ 2.6 million and $ 2.7 million, respectively, to offset future taxable income, if any, for state income tax purposes. As of August 3, 2022, state net operating loss carryforwards begin to expire in 2027. The Company recorded valuation allowances of $ 0.1 million, and $ 0.1 million as of August 3, 2022, and December 31, 2021, respectively. The valuation allowance at August 3, 2022 represents a partial reserve against the Company's state net operating losses. In evaluating its valuation allowance, the Company considers all available positive and negative evidence, including future reversal of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies, and recent financial operations. Realization of the Company's deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of net operating loss. Management believes that it is more-likely-than-not that the results of future operations will generate sufficient taxable income to realize the balance of the deferred tax assets as of August 3, 2022. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition at the effective date to be recognized. As of August 3, 2022, and December 31, 2021, the unrecognized tax benefits recorded were approximately $ 0.8 million and $ 0.7 million, respectively. The Company does not anticipate a significant change in the unrecognized tax benefits within the next 12 months. If the unrecognized tax positions were recognized, an income tax benefit of $ 0.7 million would be recognized. Uncertain tax positions: August 3, 2022 December 31, 2021 Balance at beginning of year $ 681 $ 485 Accrual for positions taken in prior year — 211 Accrual for positions taken in current year 173 60 Reversals due to lapse of statute of limitations ( 16 ) ( 37 ) Decreases for positions taken in a prior year — ( 38 ) Balance at end of year $ 838 $ 681 Interest 56 42 Penalties 60 43 Net of tax attributes — ( 16 ) Total at end of year $ 954 $ 750 Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. As of August 3, 2022, and December 31, 2021, interest and penalties of $ 0.1 million and $ 0.1 million, respectively, have been accrued. IDX files federal income tax returns in the U.S. and various state jurisdictions. As of August 3, 2022, the Company's statues of limitations are open for most federal and state filings for the years ended December 31, 2018 , through December 31, 2021 , and the period January 1, 2022 to August 3, 2022. Net operating loss and credit carryforwards from all years are subject to examination and adjustments for the three years following the year in which the carryforwards are utilized. The Company is not currently undergoing any federal or state income tax examinations.

Accrued Compensation, Accrued E

Accrued Compensation, Accrued Expenses, and Other Current Liabilities	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Accrued Expense Details [Line Items]
Accrued Compensation, Accrued Expenses, and Other Current Liabilities	9 : Accrued Compensation, Accrued Expenses, and Other Current Liabilities Accrued compensation, accrued expenses, and other current liabilities as of January 31, 2023 and 2022, consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accrued employee compensation $ 1,098 $ 500 Accrued commissions 1,408 2,010 Accrued bonuses 3,893 1,366 Accrued payroll-related expenses 242 630 Other current liabilities 12,110 2,514 Total accrued compensation, accrued expenses, and other current liabilities $ 18,751 $ 7,020
ID Experts Holdings, Inc. and Subsidiary [Member]
Accrued Expense Details [Line Items]
Accrued Compensation, Accrued Expenses, and Other Current Liabilities		12: Accrued Expenses IDX accrues expenses related to payroll, taxes, rent, and other expenses within accrued expenses on the Consolidated Balance Sheets. The table below provides detail of the accrued expenses as of August 3, 2022, and December 31, 2021, (in thousands): August 3, 2022 December 31, 2021 Accrued payroll, bonus, and employee benefits $ 1,765 $ 2,099 Accrued sales tax payable 1,751 1,368 Accrued taxes payable 1,640 95 Other accrued expenses 1,077 1,010 Deferred rent 23 45 Accrued warrant liability — 1,989 Total accrued expenses $ 6,256 $ 6,606

Retirement Plan

Retirement Plan	7 Months Ended
	Aug. 03, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Defined Benefit Plan Disclosure [Line Items]
Retirement Plan	13: Retirement Plan IDX maintains a defined contribution 401(k) plan, whereby employees meeting certain requirements are eligible to participate. Eligible participants may contribute a portion of their compensation to the plan. IDX may make matching contributions in a percentage set by IDX each plan year. IDX may make discretionary contributions to the plan at its option. IDX contributed to the plan $ 0.2 million and $ 0.3 million, for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-Based Compensation	14: Stock-Based Compensation Conversion of Stock-Based Awards As part of the Business Combination, the Company assumed all of the issued and outstanding options to purchase the Common Stock of ZeroFox, Inc. and IDX and converted them into options to purchase the Company's Common Stock (Company Options). The number of Company Options issued along with the associated strike prices were converted using the Exchange Ratios of the Business Combination (see Note 5). The Company issued options to purchase a total of 8,159,377 shares of the Company's Common Stock, 6,380,458 going to holders of options to purchase ZeroFox, Inc. common stock and 1,778,919 going to holders of options to purchase IDX common stock. The vesting schedules, remaining term, and provisions (other than the adjusted number of underlying shares and exercise prices) of the Company Options issued, are identical to the vesting schedules, remaining term, and other provisions of the ZeroFox, Inc. and IDX options that were converted. The conversion did not adjust vesting conditions of the options and did not require the Company to change the classification of the options. The Company recognized no incremental compensation cost as a result of the conversion. The Company recognized stock-based compensation expense based on the estimated fair value of the awards as calculated on their respective grant dates. The Company issued no stock options from the Closing Date of the Business Combination to January 31, 2023. ZeroFox Holdings, Inc 2022 Incentive Equity Plan On August 3, 2022, the Company adopted the 2022 ZeroFox Holdings, Inc. Incentive Equity Plan (the 2022 Plan). The 2022 Plan became effective on the closing of the Business Combination, which also occurred on August 3, 2022. The 2022 Plan provides for the issuance of up to 11,750,135 shares of Common Stock to employees, officers, directors, consultants, and advisors in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (RSUs), dividend equivalents, and other stock or cash-based awards. On November 30, 2022, the Board of Directors approved an increase to the number of shares available for issuance under the 2022 plan, effective January 1, 2023. Pursuant to the terms of the 2022 Plan agreement, the shares available for issuance increased by 5 % of the shares of Common Stock issued and outstanding at December 31, 2022, or 5,909,396 shares. As of January 31, 2023, there were 15,829,510 shares of Common Stock available for issuance under the 2022 Plan. Stock-based awards are granted at exercise prices not less than 100 % of the fair value of the stock at the date of grant. The Company determines fair value as the closing per share price of its Common Stock on the date the stock-based award is granted. The term of any stock-based award issued under the 2022 Plan may not exceed 10 years from the date of grant. The Company intends to issue new shares to satisfy share options upon exercise. ZeroFox Holdings, Inc. Employee Stock Purchase Plan On August 3, 2022, the Company adopted the ZeroFox Holdings, Inc. 2022 Employee Stock Purchase Plan (ESPP). The ESPP is designed to allow eligible employees of the Company and its subsidiaries to purchase shares of Company Common Stock with their accumulated payroll deductions. As of January 31, 2023, and through the date these financial statements were available to be issued, the Company had not implemented and made available the ESPP to its employees. Stock Options The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. As the Company did no t issue any stock options from the Closing Date of the Business Combination to January 31, 2023, this section describes how any such stock-based awards will be fair valued by the Company when they are issued. This section also describes how the Predecessor Companies valued their stock-based awards. Expected Volatility As the Company does not have a significant trading history of the shares of its Common Stock to date, the expected volatility will be based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group, financial, and market capitalization data. The Predecessor Companies utilized the same estimation approach. Expected Term The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Predecessor Companies utilized the same estimation approach. The Company will estimate the expected term of its employee awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC, for calculating expected term as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term. The Predecessor Companies utilized the same estimation approach. Certain of the Predecessor Companies' options began vesting prior to the grant date, in which case the Predecessor Company used the remaining vesting term at the grant date in the expected term calculation. Risk-Free Interest Rate The Company will estimate its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. The Predecessor Companies utilized the same estimation approach. Dividend Yield The Company has neither declared nor paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield will be estimated to be zero. The Predecessor Companies utilized the same estimation approach. Fair Value of Underlying Common Stock The Company will use the closing price of its Common Stock (ZFOX) on the grant date of the stock-based award to represent the fair value of the underlying Common Stock. The Predecessor Companies' common stock was not publicly traded. As a result, the Predecessor Companies were required to estimate the fair value of their common stock. The Board of Directors of each respective Predecessor Company considered numerous objective and subjective factors to determine the fair value of the respective Predecessor Company’s common stock at each meeting in which awards are approved. The factors considered included, but were not limited to: (i) the results of contemporaneous independent third-party valuations of the respective Predecessor Company’s common stock; (ii) the prices, rights, preferences, and privileges of the respective Predecessor Company’s series of Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the respective Predecessor Company’s common stock; (iv) actual operating and financial results of the respective Predecessor Company; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event for the respective Predecessor Company, such as an initial public offering or sale of the Predecessor Company, given prevailing market conditions; and (vii) precedent transactions involving the respective Predecessor Company’s shares. The Company used the weighted-average assumptions in the table below to estimate the fair value of stock options. There are no values for the Successor as the Successor has not issued any stock options during the Successor Period. Successor Predecessor Assumptions January 31, 2023 August 3, 2022 January 31, 2022 Weighted-average risk-free rate N/A 1.48 % 1.42 % Weighted-average expected term of the option (in years) N/A 6.07 6.06 Weighted-average expected volatility N/A 38.92 % 38.09 % Weighted-average dividend yield N/A 0.00 % 0.00 % A summary of option activity for the Successor Period and the Year to Date Predecessor Period, is as follows (Aggregate Intrinsic Value in thousands): Successor Shares Weighted- Weighted- Aggregate Outstanding as of August 4, 2022 8,159,377 $ 1.5360 6.01 $ 17,004 Granted — — Exercised ( 206,476 ) 0.5952 Cancelled ( 83,851 ) 2.9681 Outstanding as of January 31, 2023 7,869,050 1.5454 6.07 16,325 Vested as of January 31, 2023 5,772,232 0.9591 5.39 15,359 Vested and expected to vest as 7,135,156 $ 1.3793 5.88 $ 15,987 Predecessor Shares Weighted- Weighted- Aggregate Outstanding as of February 1, 2022 21,715,815 $ 0.4398 6.28 $ 51,688 Granted 1,214,500 2.3920 Exercised ( 392,450 ) 0.2659 Cancelled ( 252,159 ) 1.4633 Outstanding as of August 3, 2022 22,285,706 0.5377 6.45 50,864 Vested as of August 3, 2022 14,783,495 0.2660 5.41 37,757 Vested and expected to vest as 19,659,894 $ 0.4662 6.17 $ 46,276 The Company did no t grant any options during the Successor Period. The weighted-average grant-date fair value of options granted during the Year to Date Predecessor Period and for the year ended January 31, 2022, was $ 1.0000 and $ 0.6709 , respectively. The total intrinsic value of options exercised during the Successor Period was $ 0.6 million. The total intrinsic value of options exercised during the Year to Date Predecessor Period and for the year ended January 31, 2022 was $ 1.0 million and $ 1.7 million, respectively. RSUs The fair value of RSUs is based on the closing price of our Common Stock on the date of grant. The Predecessor did no t grant RSUs during the Year to Date Predecessor Period or prior year ending January 31, 2022. A summary of RSU activity for the Successor Period is as follows: Successor Shares Weighted-Average Outstanding as of August 4, 2022 — $ — Granted 2,827,426 $ 4.64 Vested — $ — Cancelled ( 25,000 ) $ 4.63 Outstanding as of January 31, 2023 2,802,426 $ 4.64 RSUs granted under our stock incentive plans generally vest over a period of one to four years . Our outstanding RSUs vest upon the satisfaction of a service-based vesting condition. Stock-Based Compensation Expense The Company recognized non-cash, stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Loss for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended Cost of revenue - subscription $ 97 $ 18 $ 50 Cost of revenue - services 36 2 — Research and development 452 114 97 Sales and marketing 518 218 222 General and administrative 1,397 510 327 Total stock-based compensation expense $ 2,500 $ 862 $ 696 Unrecognized compensation cost related to outstanding stock options totaled $ 4.2 million as of January 31, 2023, which is expected to be recognized over a weighted-average remaining period of 2.4 years. Unrecognized compensation cost related to outstanding RSUs totaled $ 11.2 million as of January 31, 2023, which is expected to be recognized over a weighted-average remaining period of 3.3 years.
ID Experts Holdings, Inc. and Subsidiary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-Based Compensation		14: Stock Incentive Plan In August 2016, IDX adopted the 2016 Equity Incentive Plan (the 2016 Plan) in which incentive equity awards were authorized to be issued to key employees, officers, directors, and consultants of IDX. Under the terms of the 2016 Plan a maximum of 6,287,732 shares of common stock are available for issuance. IDX may grant shares of common stock in the form of incentive stock options, nonqualified stock options, restricted stock grants, non-restricted stock grants, or restricted stock units. Options granted under the 2016 Plan have a term of ten years and vest over a period of up to 48 months , subject to modification by the Board of Directors. The exercise price of the options may not be granted at a price less than 100 % of the fair value of the common stock on the date of grant. In August 2017, IDX terminated the 2016 Plan and all shares available for issuance were rolled into the 2017 Plan (defined below). As of August 3, 2022, there were 265,000 awards outstanding and no shares available for issuance under the 2016 Plan. In August 2017, IDX adopted the 2017 Equity Incentive Plan (the 2017 Plan) in which incentive equity awards were authorized to be issued to key employees, officers, directors, and consultants of IDX. Under the terms of the 2017 Plan a maximum of 8,785,330 shares of common stock are available for issuance and future cancellations and forfeitures from the 2016 Plan role into the available pool automatically. IDX may grant shares of common stock in the form of incentive stock options, nonqualified stock options, restricted stock grants, non-restricted stock grants, or restricted stock units. Options granted under the 2017 Plan have a term of ten years and vest over a period of up to 60 months , subject to modification by the Board of Directors. The exercise price of the options may not be granted at a price less than 100 % of the fair value of the common stock on the date of grant. As of August 3, 2022, there were 2,313,442 awards outstanding and 299,217 shares available for issuance under the 2017 Plan. IDX recognizes stock-based compensation expense in general and administrative expenses in the accompanying Consolidated Statements of Income. The amount of stock-based compensation expense IDX recognized was negligible for all periods presented. The remaining stock compensation expense will be recognized in the remaining quarters of 2022 through 2026. The stock-based compensation expense will be recognized over an average period of 3.06 years. IDX used the Black-Scholes-Merton pricing model to fair value options awarded. The weighted average fair value of options granted during the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, was $ 1.97 and $ 0.09 , respectively. IDX used a simplified method to estimate the expected term of the options. IDX utilized a divided yield rate of 0 % as it does not expect to issue dividends. IDX’s estimated volatility based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The weighted average assumptions for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, are as follows: Assumptions August 3, 2022 December 31, 2021 Weighted-average risk-free rate 2.20 % 0.60 % Weighted-average expected term of the option (in years) 7.00 7.00 Weighted-average expected volatility 35.00 % 36.00 % Weighted-average dividend yield 0.00 % 0.00 % Stock option activity during the period January 1, 2022, to August 3, 2022, is as follows: (Aggregate Intrinsic Value in thousands) Shares Weighted- Weighted- Aggregate Outstanding as of January 1, 2022 2,843,372 $ 0.14 7.3 $ 5,768 Granted 72,500 $ 1.97 Exercised ( 272,766 ) $ 0.04 Cancelled ( 62,424 ) $ 0.38 Outstanding as of August 3, 2022 2,580,682 $ 0.20 6.5 $ 11,998 Vested as of August 3, 2022 1,556,944 $ 0.17 5.3 $ 7,300 The weighted average grant date fair value of options exercised during the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, was $ 0.04 and $ 0.24 , respectively. The intrinsic value of options exercised during the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, was $ 1.3 million and $ 0.2 million, respectively. The fair value of shares vested during the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, was $ 1.4 million and $ 0.4 million, respectively.

Net Loss per Share Attributable

Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Earnings (Loss) per Share [Line Items]
Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share	18: Net Loss per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per share of common stock because it has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings. These participating securities include the Company’s restricted common stock, which has non- forfeitable rights to participate in any dividends declared on the Company’s common stock. The two-class method requires all earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Under the two-class method, for periods with net income, basic net income per share of common stock is calculated by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is calculated by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net income per share of common stock is computed under the two-class method by using the weighted average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of unvested restricted stock, stock options, warrants, and preferred stock. Due to net losses for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, basic and diluted net loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive to the calculation of net loss per share. The following table sets forth computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Successor Predecessor August 3, 2022 to February 1, 2022 to August 3, 2022 Year Ended January 31, 2022 Numerator: Net loss $ ( 720,647 ) $ ( 21,405 ) $ ( 38,439 ) Net loss per share attributable to common $ ( 720,647 ) $ ( 21,405 ) $ ( 38,439 ) Denominator: Weighted-average common stock outstanding 116,862,277 43,041,209 42,073,351 Net loss per share attributable to common stockholders $ ( 6.17 ) $ ( 0.50 ) $ ( 0.91 ) The following potentially dilutive securities were not included in the calculation of weighted average common shares outstanding, as their effects would have been anti-dilutive for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022. Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Preferred stock (on an as-converted basis) Series Seed redeemable convertible preferred stock — 18,396,744 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 42,249,398 Series C-1 redeemable convertible preferred stock — 22,790,767 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 27,743,094 Series D-1 redeemable convertible preferred stock — 11,756,606 11,756,606 Series D-2 redeemable convertible preferred stock — 1,987,736 1,987,736 Series E redeemable convertible preferred stock — 30,490,064 29,473,913 Total common stock reserved — 241,238,877 240,184,189 Common stock Restricted common stock — — 158,773 Sponsor earn-out shares 1,293,750 — — Total common stock 1,293,750 — 158,773 Warrants Common stock warrants 16,220,756 1,924,790 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 249,806 Series B redeemable convertible preferred stock warrants — 292,682 292,682 Series C-1 redeemable convertible preferred stock warrants — 1,247,369 1,296,700 Series E redeemable convertible preferred stock warrants — 2,079,870 1,552,273 Total warrants 16,220,756 5,794,517 5,316,251 Options to purchase common stock Issued and outstanding 7,926,307 22,178,814 20,695,388 Restricted stock units Issued and outstanding 747,405 — —
ID Experts Holdings, Inc. and Subsidiary [Member]
Earnings (Loss) per Share [Line Items]
Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share		15: Earnings (Loss) per Share Earnings (loss) Per Share (EPS) is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. The Series A-1 and A-2 preferred shares meet the definition of participating securities as they are entitled to receive nonforfeitable dividends equivalent to the dividends paid to the holders of common stock. The following tables present the calculations basic and diluted EPS calculations for the periods January 1, 2022, to August 3, 2022, and year ended December 31, 2021 (non-share data in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Net loss applicable to common equity $ ( 857 ) $ ( 527 ) Less: deemed dividend to preferred shareholders — ( 32,451 ) Net loss applicable to common stockholders $ ( 857 ) $ ( 32,978 ) Total weighted-average common shares outstanding 12,854,967 10,797,483 Total weighted-average warrant common shares added to basic EPS — 980,506 Total weighted-average basic shares outstanding 12,854,967 11,777,989 Net loss per share, basic and diluted $ ( 0.07 ) $ ( 2.80 ) Certain classifications of equity awards were excluded from the computation of dilutive EPS because inclusion of these awards would have had an anti-dilutive effect. The following table reflects the awards excluded: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Employee stock options 2,568,200 2,612,413 Conversion of preferred shares 32,181,076 32,076,680

Related Party Transactions

Related Party Transactions	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Related Party Transaction [Line Items]
Related Party Transactions	16: Related Party Transactions Baltimore Headquarters Lease The Company leases office space in Baltimore, Maryland. The lessor is owned and operated by the Company’s chief executive officer. The Company incurred rent expense of $ 0.2 million during the Successor Period and the Predecessor incurred rent expense of $ 0.2 million during the Year to Date Predecessor Period. The Company capitalized $ 0.1 million leasehold improvements during the Successor Period. As of January 31, 2023, the Company had leasehold improvement s of $ 0.1 million, net of accumulated depreciation of $ 0.1 million. As of January 31, 2022, the Predecessor had leasehold improvements of $ 0.2 million, net of accumulated depreciation of $ 0.2 million. As of January 31, 2023, and January 31, 2022, the Company and the Predecessor, respe ctively, did no t have any prepaid rent. The lessor holds a $ 0.1 million security deposit that is refundable at the end of the lease term. Cyveillance Acquisition Sublease and Transition Support Agreement As part of the consideration for the Cyveillance Acquisition, the Predecessor issued Predecessor Series E redeemable convertible preferred stock to LookingGlass. As a result, LookingGlass is a related party of the Predecessor. Through the conversion of Predecessor stock to Common Stock of the Company as part of the Business Combination, LookingGlass is a related party of the Company. Effective September 30, 2020, as part of the Cyveillance Acquisition, the Predecessor entered into a sublease agreement with LookingGlass for office space in Reston, Virginia. The Predecessor incurred rent expense o f $ 0.2 million and $ 0.3 mi llion for the Year to Date Successor Period and the year ended January 31, 2022, respectively. The initial term of the sublease ended on July 31, 2022, and the Predecessor elected not to renew. The Predecessor and LookingGlass also entered into a transition support agreement. The Predecessor incurred no expense and $ 0.2 million of expense for the six months ended July 31, 2022, and the year ended January 31, 2022, respectively. The related party transactions have concluded as of July 31, 2022. PIPE Investors Notes The Predecessor accrued $ 0.2 million of payment-in-kind (PIK) interest for notes payable with related parties during the Year to Date Predecessor Period (see Note 5). The interest accrued through the date of the Business Combination was paid in cash to the note holders on the date of the Business Combination. The principal value of the related notes owed by the Predecessor of $4.8 million was offset against obligations the note holders had with the Company as part of the PIPE Subscription Agreement.
ID Experts Holdings, Inc. and Subsidiary [Member]
Related Party Transaction [Line Items]
Related Party Transactions		16: Related Party Transactions IDX has a convertible loan due to several stockholders (see Note 5). IDX did not pay any loan fees or interest on the convertible debt loan to its stockholders for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021. IDX recognized revenue from contracts with affiliates of minority stockholders of $ 0.6 million and $ 1.2 million, and recognized expense from contracts with affiliates of majority stockholders of $ 0.1 million and $ 0.5 million, during the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively. IDX recognized expense of $ 0.1 million in cost of revenue for the period January 1, 2022, to August 3, 2022, in the Consolidated Statements of Income. IDX recognized expense of $ 0.5 million in cost of revenue and a negligible amount in sales and marketing for the year ended December 31, 2021, in the Consolidated Statements of Income.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Commitments and Contingencies Disclosure [Line Items]
Commitments and Contingencies	17: Commitments and Contingencies Sales and Other Taxes The Company’s cloud solutions and services are subject to sales and other taxes in certain jurisdictions where the Company does business. The Company bills sales and other taxes to customers and remits these to the respective government authorities. Taxing jurisdictions have differing rules and regulations, which are subject to varying interpretations that may change over time. There may be assessments for sales tax jurisdictions in which the Company has not accrued a sales tax liability. The Company has been unable to assess the probability, or estimate the amount, of this exposure. There were no pending reviews as of January 31, 2023. Prior to January 1, 2022, IDX did not collect U.S. sales and use tax from its customers for its services. During 2020, IDX engaged an external tax consultant to perform a full U.S. sales tax nexus study and analysis. IDX accrued and reflected historical liabilities in its financial statements and was filing Voluntary Disclosure Agreements (VDA) in relevant U.S. jurisdictions. Beginning January 1, 2022, IDX began collecting, reporting, and remitting appropriate U.S. sales tax from its customers in all applicable jurisdictio ns. As of January 31, 2023, the Company recorded an accrual of $ 1.5 million for IDX sales and use taxes that were not remitted prior to January 31, 2022. Employee Benefit Plan The Predecessor’s 401(k) plan (the “Predecessor's 401(k) Plan”) was established in 2014 to provide retirement and incidental benefits for its employees. As allowed under Section 401(k) of the Internal Revenue Code, the Predecessor's 401(k) Plan provides tax-deferred salary deductions for eligible employees. Contributions to the Predecessor's 401(k) Plan are limited to a maximum amount as set periodically by the Internal Revenue Service. To date, the Company has not made any contributions to the Predecessor's 401(k) Plan. The Company maintains a separate defined contribution 401(k) plan, whereby legacy IDX employees meeting certain requirements are eligible to participate. For additional information, refer to Note 13 of the IDX financial statements included in this annual report. The Company contributed $ 0.1 million to the plan during the Successor Period. General Litigation In the ordinary course of business, the Company is involved in various disputes. In the opinion of management, the amount of liability, if any, resulting from the final resolution of these matters will not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. The Company was not involved in any pending litigation as of January 31, 2023. Warranties and Indemnification The Company’s enterprise cloud platform is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its services infringe a third-party’s intellectual property rights. To date, the Company has not incurred any material costs because of such obligations and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Purchase Commitments The Company has a non-cancelable purchase commitment of $ 27.0 million related to five months of outsourced credit monitoring services provided to the Company’s largest customer as of January 31, 2023. The dollar amount and length of this commitment is determined by the customer’s exercise of annual option periods.
ID Experts Holdings, Inc. and Subsidiary [Member]
Commitments and Contingencies Disclosure [Line Items]
Commitments and Contingencies		18. Commitments and Contingencies From time to time, IDX may become involved in routine litigation arising in the ordinary course of business. While the results of such litigation cannot be predicted with certainty, management believes that the final outcome of such matters is not likely to have a material effect on IDX’s financial position or results of operations or cash flows. IDX has entered into a non-cancelable purchase commitment of $ 58.9 million related to eleven months of outsourced credit monitoring services provided to IDX’s largest customer as of August 3, 2022. The amount and duration of this commitment is determined by the customer’s exercise of annual option periods.

Subsequent Events

Subsequent Events	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Subsequent Event [Line Items]
Subsequent Events	19: Subsequent Events On January 26, 2023, the Company entered into an agreement to lease 15,023 square feet of a building to be used for general office space in Portland, Oregon. As of the date the consolidated financial statements were available to be issued, in accordance with the lease agreement the Company has not made any rental payments, taken possession of the premise, or been given the right to control the premise. T he lease agreement provides that the Company will pay approximately $ 1.7 million in total base rate during the three-year term of the lease, in addition to payments for operating expenses.
ID Experts Holdings, Inc. and Subsidiary [Member]
Subsequent Event [Line Items]
Subsequent Events		19. Subsequent Events IDX has evaluated subsequent events through the date these financial statements were available to be issued, and concluded that there are no material subsequent events which would require adjustment to or disclosure in the accompanying financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Accounting Policies [Line Items]
Basis of Presentation	Basis of Presentation As result of the Business Combination, the Company evaluated if L&F, ZeroFox, or IDX is the predecessor for accounting purposes. The Company considered the application of Rule 405 of Regulation C, the interpretative guidance of the staff of the United States Securities and Exchange Commission (SEC), including factors for the Registrant to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses the Company's business in our Form 10-Q and Form 10-K filings. In considering the foregoing principles of predecessor determination in light of the Company's specific facts and circumstances, management determined that ZeroFox, Inc. is the predecessor for accounting purposes. The financial statement presentation includes the financial statements of ZeroFox, Inc. as “Predecessor” for periods prior to the Closing Date and the financial statements of the Company as “Successor” for the period after the Closing Date, including the consolidation of ZeroFox, Inc. and IDX. The predecessor financial statements for IDX are included separately within this report. Refer to Note 5 for further discussion on the Business Combination. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) as set forth by the Financial Accounting Standards Board (FASB). References to US GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codifications (ASC).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” (EGC) as defined in the Jumpstart Our Business Startups Act, (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities within these consolidated financial statements. Significant estimates and judgments include but are not limited to: (1) revenue recognition, (2) capitalization of internally developed software costs, (3) fair value of stock-based compensation, (4) valuation of assets acquired and liabilities assumed in business combinations, (5) useful lives of contract acquisition costs and intangible assets, (6) evaluation of goodwill and long lived assets for impairment, (7) valuation of warrants and the Sponsor Earnout Shares (see Note 12), and (8) valuation allowances associated with deferred tax assets. The Company bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from results of prior periods.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts and money market funds. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which, due to their short-term nature, approximates fair value.
Restricted Cash	Restricted Cash Cash that is unavailable for general operating purposes is classified as restricted cash and is included with other assets on the Consolidated Balance Sheets. Restricted cash represents amounts pledged as collateral for credit card accounts as contractually required by the Company’s lenders.
Accounts Receivable	Accounts Receivable Accounts receivable represent net realizable amounts due from customers for subscription to the Company’s cloud-based software platform and for professional services provided by the Company. Such amounts are recorded net of allowances for bad debts. The Company’s estimates of allowances for bad debts are based on contractual terms and historical collection experience. As of January 31, 2023 and 2022, the Company’s accounts receivable consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accounts receivable, billed $ 22,296 $ 17,084 Accounts receivable, unbilled 7,458 30 Less: Allowance for doubtful accounts ( 145 ) ( 68 ) Accounts receivable, net $ 29,609 $ 17,046 The allowance for doubtful accounts reflects the Company’s estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Activity in the allowance for doubtful accounts for the Successor Period and the Predecessor year ended January 31, 2022, was as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 133 $ 51 Charged to cost and expenses 32 40 Write-offs and recoveries ( 20 ) ( 23 ) Balance at end of period $ 145 $ 68
Deferred Contract Acquisition Costs	Deferred Contract Acquisition Costs Contract acquisition costs are primarily related to sales commissions and related payroll taxes earned by our sales force and such costs are considered incremental costs to obtain a contract. Sales commissions for initial contracts are deferred and then amortized taking into consideration the pattern of transfer to which the asset relates and may include expected renewal periods where renewal commissions are not commensurate with the initial commissions period. The Company typically recognizes the initial commissions over the longer of the customer relationship (generally estimated to be four to six years) or over the same period as the initial revenue arrangement to which these costs relate. Renewal commissions not commensurate with the initial commissions paid are generally amortized over the renewal period. Commissions earned for professional services arrangements are expensed as incurred in accordance with the practical expedient as the contractual period of the Company’s professional services arrangements are one year or less. A summary of deferred contract acquisition costs activity for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, is as follows (in thousands): Successor Deferred contract acquisition costs - August 4, 2022 $ 12,091 Capitalization of contract acquisition costs 4,915 Amortization of deferred contract acquisition costs ( 3,799 ) Deferred contract acquisition costs - January 31, 2023 $ 13,207 Deferred contract acquisition costs, current $ 5,456 Deferred contract acquisition costs, net of current portion 7,751 Deferred contract acquisition costs - January 31, 2023 $ 13,207 Predecessor Deferred contract acquisition costs - January 31, 2021 $ 10,137 Capitalization of contract acquisition costs 7,327 Amortization of deferred contract acquisition costs ( 5,809 ) Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs, current $ 4,174 Deferred contract acquisition costs, net of current portion 7,481 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Capitalization of contract acquisition costs 3,574 Amortization of deferred contract acquisition costs ( 3,458 ) Deferred contract acquisition costs - August 3, 2022 $ 11,771
Revenue Recognition	Revenue Recognition The Company derives its revenue from providing its customers with subscription access to the Company’s External Cybersecurity Platform (subscription revenue) and services (services revenue). In accordance with ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for those services. To achieve the core principle of this standard, the Company applies the following five steps: a) Identify Contracts with Customers. The Company considers the terms and conditions of contracts and its customary business practices in identifying contracts with customers in accordance with ASC 606. The Company determines it has a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services to be transferred, the Company can identify the payment terms for the services, and the Company has determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. b) Identify the Performance Obligations in the Contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and that are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. c) Determine the Transaction Price. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The Company’s typical pricing for its subscriptions and professional services does not result in contracts with significant variable consideration. The Company’s arrangements do not contain significant financing components. d) A llocate the Transaction Price to Performance Obligations in the Contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on the stand-alone selling price (SSP) of each performance obligation, using the relative selling price method of allocation. e) Recognize Revenue When or As Performance Obligations are Satisfied. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. For our performance obligations, the Company transfers control over time, as the customer simultaneously receives and consumes the benefits provided by the Company’s service. Subscription Revenue The Company generates subscription revenue from its External Cybersecurity Platform. Subscription revenue from the External Cybersecurity Platform includes the sale of subscriptions to access the platform and related support and intelligence services. Subscription revenue is driven by the number of assets protected and the desired level of service. These arrangements do not provide the customer with the right to take possession of the Company’s software operating on its cloud platform at any time. These arrangements represent a combined, stand-ready performance obligation to provide access to the software together with related support and intelligence services. Customers are granted continuous access to the External Cybersecurity Platform over the contractual period. Revenue is recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. The Company’s subscription contracts generally have terms of one to three years , which are primarily billed in advance and are non-cancelable. Services Revenue The Company generates services revenue by executing engagements for data breach response and intelligence services. The Company generates breach response revenue primarily from various combinations of notification, project management, communication services, and ongoing identity protection services. Performance periods generally range from one to three years . The Company’s breach response contracts are structured as either fixed price or variable price. In fixed price contracts, the Company charges a fixed total price or fixed individual price for the total combination of services. For variable price breach services contracts, the Company charges the breach communications component, which includes notifications and call center, at a fixed total fee, and the Company charges the ongoing identity protection services as incurred using a fixed price per enrollment. The Company generally bills for fixed fees at the time the contract is executed. For larger contracts, the Company bills 50% at the time the contract is executed and the remaining 50% within 30 days of contract execution. For variable price breach contracts, the Company invoices for identity protection services on a monthly basis in arrears. The Company offers several types of cybersecurity services, including investigative, security advisory and training services. The Company often sells a suite of cybersecurity services along with subscriptions to its External Cybersecurity Platform. All of the Company’s advisory and training services are considered distinct performance obligations from the External Cybersecurity Platform subscriptions services within the context of the Company’s contracts. Revenue is recognized over time as the customers benefit from these services as they are performed or as control of the promised services is transferred to the customer. These contracts are most often fixed fee arrangements and less frequently arrangements that are billed at hourly rates. These contracts normally have terms of one year or less. Contracts with Multiple Performance Obligations The majority of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately . The transaction price is allocated to the separate performance obligations based on the SSP of each performance obligation using the relative selling price method of allocation. Revenue from Reseller Arrangements The Company enters into arrangements with third parties that allow those parties to resell the Company’s services to end users. The partners negotiate pricing with the end customer and the Company does not have visibility into the price paid by the end customer. For these arrangements, the Company recognizes revenue at the amount charged to the reseller and does not reflect any mark-up to the end user. Government Contracts The Company evaluates arrangements with governmental entities containing fiscal funding or termination for convenience provisions, when such provisions are required by law, to determine the probability of possible cancellation. The Company considers multiple factors, including the history with the customer in similar transactions and budgeting and approval processes undertaken by the governmental entity. If the Company determines upon execution of these arrangements that the likelihood of cancellation is remote, it then recognizes revenue for such arrangements once all relevant criteria have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity for such arrangements. Timing of Revenue Recognition The table below provides revenue earned by timing of revenue for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Recognition Timing August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Over time $ 79,025 $ 27,946 $ 45,117 Point in time 9,361 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of wages and benefits for software operations, service delivery, and customer support personnel. Cost of revenue also includes all direct costs of maintenance and hosting, as well as the amortization of costs capitalized for the development of the Company’s enterprise cloud platform and acquired technology, and allocated overhead, primarily shared IT expenses.
Research and Development	Research and Development Research and development costs are expensed in the period incurred and consist primarily of payroll and personnel costs, consulting costs, software and web services, and allocated overhead, primarily shared IT expenses.
General and Administrative	General and Administrative General and administrative costs are expensed in the period incurred and consist primarily of salaries and other related costs, including stock-based compensation, for personnel in the Company’s executive and finance functions. General and administrative costs also include professional fees for legal, accounting, auditing, tax and consulting services; travel expenses; and facility-related expenses, which include costs for rent and maintenance of facilities and other operating costs.
Sales and Marketing	Sales and Marketing Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to advertising, product management, promotional materials, public relations, amortization of acquired customer relationships, other sales and marketing programs, and allocated overhead, primarily shared IT expenses.
Advertising	Advertising Advertising costs, which are expensed and included in sales and marketing expense in the period incurred were $ 0.4 million, $ 0.5 million, and $ 0.5 million during the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 , respectively.
Income Taxes	Income Taxes In accordance with ASC 740, Income Taxes, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken, or expected to be taken, in a tax return, as well as guidance on derecognition, classification, interest, penalties, and consolidated financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company remains subject to examination by U.S. federal and various state tax authorities for the fiscal years 2019 through 2022. Under ASC 740, the Company determined that its income tax positions did meet the more-likely-than-not recognition threshold and, therefore, requires no reserve.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 , Compensation — Stock Compensation . ASC 718 requires that the cost of awards of equity instruments offered in exchange for employee services, including employee stock options and restricted stock awards, be measured based on the grant-date fair value of the award. The Company adopted FASB ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , on February 1, 2019. This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the consolidated statements of cash flows. The adoption did not have a material impact on the consolidated financial statements of the Company. The Company determines the fair value of options granted using the Black-Scholes-Merton option-pricing model (“Black-Scholes model”) and recognizes the cost over the period during which an employee is required to provide service in exchange for the award, generally the vesting period, net of estimated forfeitures. The fair value of restricted stock awards is based on the estimated price of the Company’s common stock on the date of grant and is recognized as expense over the requisite service period of the awards, net of estimated forfeitures. Prior to the Company's stock being publicly traded, the Company was required to estimate the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s Convertible Redeemable Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares.
Leases	Leases The Company adopted ASC Topic 842, Leases for the fiscal year 2023. Refer to "Standards Issued and Adopted " in this footnote for more information. The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. For contracts with lease and non-lease components, we have elected to not allocate the contract consideration, and account for the lease and non-lease components as a single lease component. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities and operating lease liabilities (net of current portion) in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within our operating leases is generally not determinable and we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. The Company determines our incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of the lease. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of our leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered in the determination of the lease term unless it is reasonably certain we will not exercise the option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.
Business Combinations	Business Combinations The Company accounted for the Business Combination using the acquisition method pursuant to ASC 805, Business Combinations . The Company determined that ZeroFox, Inc. is a Variable Interest Entity (VIE) as its equity at risk is not sufficient to fund its expected future cash flow needs including funding future projected losses and servicing existing debt obligations. The Company holds a variable interest in ZeroFox, Inc. as it owns 100 % of the equity of ZeroFox, Inc. following completion of the Business Combination. The Company is considered the primary beneficiary of ZeroFox, Inc. as its ownership provides power to direct the activities that most significantly impact ZeroFox, Inc.'s performance and the Company has the obligation to absorb the losses and/or receive the benefits of ZeroFox, Inc., which potentially could be significant. Accordingly, the Company is both the legal and accounting acquirer of ZeroFox, Inc. The Company identified itself as both the legal and accounting acquirer of IDX. As the Company is identified as the accounting acquirer for both ZeroFox, Inc. and IDX, both mergers are considered "forward mergers". Under the "forward merger" approach of the acquisition method of accounting, the Company allocated the consideration transferred to effect the mergers to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The Company recognized the excess of consideration transferred over the fair values of assets acquired and liabilities assumed as goodwill. The Company expensed all transaction related costs of the Business Combination. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of comprehensive loss. See Note 5 for additional information regarding business combination.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The valuation of intangible assets and goodwill involves the use of the Company's estimates and assumptions and can have a significant impact on future operating results. The Company initially records its intangible assets at fair value. Intangible assets with finite lives are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually. Goodwill is evaluated for impairment beginning on November 1 of each year or when an assessment of qualitative factors indicates an impairment may have occurred. The quantitative assessment includes an analysis that compares the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The Company uses a combination of methods to estimate the fair value of its reporting unit including the discounted cash flow, guideline public company, and merger and acquisitions methods. These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies and merger transactions in the Company's industry. Use of these factors requires the Company to make certain assumptions and estimates regarding industry economic factors and future profitability of its business. Additionally, the Company considers income tax effects from any tax-deductible goodwill (if applicable) on the carrying amount of the reporting unit when measuring the goodwill impairment loss. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions, and estimates used in assessing the fair value of the reporting unit would require the Company to record a non-cash impairment charge. The Company considered qualitative factors that would indicate if the fair value of the Company's single reporting unit had declined below its carrying value, including the decline in the price of the Company's Common Stock, market conditions, and macroeconomic factors. Based on this qualitative analysis, the Company concluded that an interim test of goodwill impairment was required. The Company performed an interim quantitative assessment of the fair value of the Company's single reporting unit and determined its fair value to be $ 675.0 million as of October 31, 2022. As the carrying value of the reporting unit was $ 1,373.7 million prior to the recognition of the impairment charge, which was above the estimated fair value of the reporting unit, the Company recorded a goodwill impairment charge $ 698.7 million during the Successor Period .
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, including intangible assets with finite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of the assets is measured by a comparison of the carrying amount of an asset or asset group to the future undiscounted cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. As of January 31, 2023, management does not believe any long-lived assets are impaired and has not identified any assets as being held for disposal.
Warrant Liabilities	Warrant Liabilities The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity and FASB ASC 815, Derivatives and Hedging . The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company recognizes changes in the estimated fair value of the warrants as a non-cash gain or loss on the Consolidated Statement of Comprehensive Loss. The Company assessed both Public and Private Warrants and determined both met the criteria for liability treatment.
Sponsor Earnout Shares	Sponsor Earnout Shares The Company analyzed the terms of the Sponsor Earnout Shares (see Note 12) and determined they are within the scope of ASC 815. The Company determined that the Sponsor Earnout Shares do not meet the requirements to be recognized as an equity instrument as the Company could not conclude the Sponsor Earnout Shares are indexed to the Company's own equity. Therefore, the Company recognizes the Sponsor Earnout Shares as a liability recorded at fair value. The Sponsor Earnout Shares are not considered outstanding for accounting purposes since they are considered contingently issuable and are therefore, excluded from the calculation of basic earnings per share. The Company analyzed the terms of the Sponsor Earnout Shares to determine if they meet the definition of "participating securities", which would require the two-class method of EPS. The holders of the Sponsor Earnout Shares are not entitled to nonforfeitable rights to dividends and as such, the Sponsor Earnout Shares do not meet the definition of "participating securities".
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 820-10, Fair Value Measurements and Disclosures: Overall , defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and expands required disclosures about fair value measurements. The fair value of an asset and liability is defined as an exit price and represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value, is as follows: Level 1 —Inputs are quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of the asset or liability being measured and its placement within the fair value hierarchy. The Company effectuates transfers between levels of the fair value hierarchy, if any, as of the date of the actual circumstance that caused the transfer. Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review. As of January 31, 2023, and August 3, 2022, the Company had outstanding Public Warrants and Private Warrants. The Company measured its Public Warrants based on a Level 1 input, the public price for the Company's warrants traded on NASDAQ (ticker ZFOXW). The Company measured its Private Warrants based on a Level 2 input, the same price for the Company's Public Warrants traded on NASDAQ. The Company analyzed the terms and features of the Private Warrants and determined that they were economically similar to the Public Warrants. As of August 3, 2022, the Company had warrants outstanding that it had assumed from ZeroFox, Inc. as part of the Business Combination and converted into warrants to purchase Company Common Stock. The Company measured these assumed and converted warrants using a Level 2 input, the public price for the Company's Common Stock traded on NASDAQ (ticker ZFOX), adjusted for the strike price of each assumed and converted warrant. As of January 31, 2022, the Predecessor measured its outstanding warrants based on Level 3 inputs. The assumptions used to value all warrants are described in Note 11. The Company measured the liability for Sponsor Earnout Shares using Level 3 inputs. The methodology and assumptions used to measure the Sponsor Earnout Shares are described in Note 12. A summary of the changes in the fair value of warrants for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Public Private Warrant liability - August 3, 2022 $ 4,226 $ 11,351 Exercise of warrants — ( 7,632 ) Gain due to change in fair value of warrants ( 2,853 ) ( 2,511 ) Warrant liability - January 31, 2023 $ 1,373 $ 1,208 Predecessor Warrant liability - January 31, 2021 $ 2,806 Issuance of warrants 528 Loss due to change in fair value of warrants 7,375 Warrant liability - January 31, 2022 $ 10,709 Warrant liability - January 31, 2022 $ 10,709 Issuance of warrants 519 Exercise of warrants ( 5,900 ) Loss due to change in fair value of warrants 2,059 Warrant liability - August 3, 2022 $ 7,387 The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments. The carrying amount of the Convertible Notes (see Note 10) approximates fair value due to the short duration of time that has elapsed since the Convertible Notes have been issued.
Concentration of Credit Risk	Concentration of Credit Risk The Company maintains cash balances in bank deposit accounts, which, at times, may exceed federally insured limits. Deposits held in interest-bearing checking accounts are insured up to $250,000. Deposits held in insured cash sweep accounts are insured up to $150.0 million. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk from cash. The Company does not perform ongoing credit evaluations; generally does not require collateral; and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, and other information.
Concentration of Revenue and Accounts Receivable	Concentration of Revenue and Accounts Receivable For the period August 4, 2022, to January 31, 2023, one individual customer accounted for 47 % of total consolidated revenue . For the period February 1, 2022, to August 3, 2022, and the year ended January 31, 2022, there was no individual customer that accounted for 10 % or more of total consolidated revenue, respectively. As of January 31, 2023, one customer represented 23 % of total accounts receivable. As of January 31, 2022, one customer represented 24 % of total accounts receivable.
Capitalized Software Costs	Capitalized Software Costs The Company capitalizes internally developed software costs incurred in accordance with ASC 350-40, Intangibles — Goodwill and Other: Internal-Use Software . The Company capitalizes payroll, payroll-related costs, and any external direct costs incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years. The Company’s capitalized software development costs were $ 0.3 million, $ 0.5 million, and $ 0.7 million for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 , respectively. Amortization expense, which is included in cost of revenue, was $ 0.02 million, $ 0.3 million, and $ 0.6 million, for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively. Future amortization expense for software development costs capitalized as of January 31, 2023, is as follows (in thousands): 2024 $ 93 2025 93 2026 67 Total $ 253
Transaction Fees	Transaction Fees All transaction fees and expenses associated with the Business Combination were expensed as incurred. Accordingly, the Company recorded approximately $ 1.2 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Consolidated Statement of Comprehensive Loss for the Successor Period. The Predecessor recorded approximately $ 3.2 million and $ 6.3 million o f professional and other transaction fees related to the Business Combination in general and administrative expenses in the Consolidated Statement of Comprehensive Loss for the Year to Date Predecessor Period and the year ended January 31, 2022, respectively. The Company paid a total of $ 8.5 million of banking and advisory fees on behalf of the Predecessor at the closing of the Business Combination. The expense related to these banking and advisor fees was not recognized in the Predecessor's financial results as the payment of the banking and advisory fees was contingent on the successful closing of the Business Combination. The Company included the banking and advisory fees as part of the consideration transferred to acquire the Predecessor (see Note 5).
Deferred Revenue	Deferred Revenue Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding period is recorded as current deferred revenue, and the remaining portion is recorded as deferred revenue, net of current portion.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs consist of fees paid in cash to lenders and service providers in connection with the origination of debt, as well as the grant-date fair value of warrants issued to lenders in connection with the origination of debt. These costs are capitalized as debt issuance costs and presented as a direct deduction from the carrying value of the associated debt liability. Debt issuance costs are amortized using the effective interest method and are reflected in interest expense, net, on the Consolidated Statements of Comprehensive Loss. For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, deferred debt issuance costs consisted of the following (in thousands): Successor Deferred debt issuance costs - August 4, 2022 $ 120 Direct costs paid 31 Amortization of debt issuance costs ( 24 ) Deferred debt issuance costs - January 31, 2023 $ 127 Predecessor Deferred debt issuance costs - January 31, 2021 $ 1,425 Direct costs paid 35 Grant-date fair value of warrants issued 528 Amortization of debt issuance costs ( 361 ) Deferred debt issuance costs - January 31, 2022 $ 1,627 Deferred debt issuance costs - January 31, 2022 $ 1,627 Direct costs paid 118 Grant-date fair value of warrants issued 518 Amortization of debt issuance costs ( 378 ) Deferred debt issuance costs - August 3, 2022 $ 1,885
Net Loss Per Share Attributable to Common Stockholders	Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For the purposes of this calculation, outstanding stock options, unvested restricted stock, stock warrants, Sponsor Earnout Shares, and redeemable convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive. The Predecessor’s redeemable convertible preferred stock and restricted common stock contractually entitled the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Predecessor. Accordingly, in periods in which the Predecessor reported a net loss, such losses were not allocated to such participating securities. In periods in which the Predecessor reported a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders was the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, there was a difference between net loss and comprehensive loss in the accompanying Consolidated Financial Statements pertaining to foreign currency translation adjustments .
Predecessor Redeemable Convertible Preferred Stock	Predecessor Redeemable Convertible Preferred Stock The Series Preferred of the Predecessor was not mandatorily redeemable. The Series Preferred was contingently redeemable upon the occurrence of a deemed liquidation event and a majority vote of the holders of Series Preferred and Series Seed to redeem all outstanding shares of the Company’s redeemable convertible preferred stock. The contingent redemption upon the occurrence of a deemed liquidation was not within the Predecessor's control and therefore the Series Preferred was classified outside of permanent equity in mezzanine equity on the Predecessor’s Condensed Consolidated Balance Sheets. Liquidation Rights —In the event of any liquidation or dissolution of the Predecessor (Liquidation Event), the holders of Predecessor Common Stock were entitled to the remaining assets of the Predecessor legally available for distribution after the payment of the full liquidation preference for all series of outstanding redeemable convertible preferred stock. Foreign Currency Translation The functional currency of the Company’s subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the Consolidated Balance Sheet date, and revenue and expenses are translated at the average exchange rates prevailing during the month of the transaction. The effects of foreign currency translation adjustments not affecting net income are included in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) under the cumulative translation adjustment account as a component of accumulated other comprehensive loss.
Foreign Currency Translation	Foreign Currency Translation The functional currency of the Company’s subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the Consolidated Balance Sheet date, and revenue and expenses are translated at the average exchange rates prevailing during the month of the transaction. The effects of foreign currency translation adjustments not affecting net income are included in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) under the cumulative translation adjustment account as a component of accumulated other comprehensive loss.
Standards Issued and Adopted	Standards Issued and Adopted In October 2021, the FASB issued ASU No. 2021-08, Accounting Standards Update No. 2021-08—Business Combinations (Topic 805)— Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. As a result of the amendments, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its preacquisition financial statements. The standard is effective for the Company for annual reporting periods beginning after December 15, 2022, and early adoption is permitted. The Company elected to early adopt ASU No. 2021-08 for fiscal year 2023. The early adoption of ASU No. 2021-08 permitted the Company to recognized the contract assets acquired as part of the Business Combination at their carrying values rather than remeasuring them at fair value (see Note 5). In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) : Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for the Company for annual reporting periods beginning after December 15, 2021, and early adoption is permitted. The Company adopted ASU No. 2019-12 for fiscal year 2023. There was no impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting Standards Update No. 2020-06 —Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) —Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. Additionally, ASU 2020-06 requires the application of the if-converted method for all convertible instruments in the diluted earnings per share calculation and the inclusion of the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The amendments in this ASU are effective for public entities, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, including the Company, the amendments are effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2020-06 for fiscal year 2023. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to improve financial reporting for leasing transactions. The Company adopted this standard for fiscal year 2023 and the Company elected to do so using a modified retrospective transition method. That modified retrospective transition method allowed the Company to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to retained earnings in the opening balance sheet in the period of adoption without restating prior periods. ASC 842 revised prior practice related to accounting for leases under Accounting Standards Codification Topic 840 Leases (ASC 840) for both lessees and lessors and requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use (ROU) assets. Under ASC 842, the lease liability is equal to the present value of lease payments, and the ROU asset is based on the lease liability, subject to adjustments, such as for deferred rent and initial direct costs. For income statement purposes, ASC 842 retains a dual model similar to ASC 840, requiring leases to be classified as either operating or finance. For lessees, operating leases result in straight-line expense (similar to prior accounting by lessees for operating leases under ASC 840) while finance leases result in a front-loaded expense pattern (similar to prior accounting by lessees for capital leases under ASC 840). 1.2 million and $ 1.3 million, respectively, with the difference due to prepaid and deferred rents that were reclassified to the ROU asset value. No cumulative-effect adjustment to opening retained earnings was required for the adoption of the standard. The standard did not materially affect the Company's Consolidated Statement of Comprehensive Loss or Consolidated Statement of Cash Flows for the fiscal year ended January 31, 2023. See Note 8 for further details.
Standards Issued, but Not Yet Effective	Standards Issued, but Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which amends the accounting for credit losses for most financial assets and certain other instruments. The standard requires that entities holding financial assets that are not accounted for at fair value through net income be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The standard is effective for the Company's annual reporting period beginning in fiscal year 2024. The Company does not believe the adoption will have a material impact on its consolidated financial statements.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Repairs and maintenance costs are charged to expense as incurred. When property and equipment are retired, or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period. Depreciation and amortization are computed using the straight-line method. The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer hardware and purchase software 2 - 3 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of lease term or useful life
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Basis of Presentation		Basis of Presentation The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (US GAAP) set forth by the Financial Accounting Standards Board (FASB). References to U.S. GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). IDX presented financial statements from the beginning of the year to the acquisition date of August 3, 2022.
Emerging Growth Company Status		Emerging Growth Company Status IDX is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act, (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. IDX may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, IDX's financial statements may not be comparable to companies that comply with the effective dates of public company FASB standards. IDX merged with L&F on August 3, 2022. The surviving company, ZeroFox Holdings, will remain an emerging growth company until the earliest of (i) the last day of the surviving company’s first fiscal year following the fifth anniversary of the completion of the L&F’s initial public offering, (ii) the last day of the fiscal year in which ZeroFox Holdings has total annual gross revenue of at least $ 1.235 billion, (iii) the last day of the fiscal year in which ZeroFox Holdings is deemed to be a large accelerated filer, which means the market value of ZeroFox Holding’s common stock that is held by non-affiliates exceeds $ 700.0 million as of the prior July 31 or (iv) the date on which ZeroFox Holdings has issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period.
Principles of Consolidation		Principles of Consolidation The accompanying consolidated financial statements include all the accounts of IDX. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates		Use of Estimates The preparation of financial statements in conformity with US GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported during the period. Such estimates include assumptions used in the allocation of revenue, long-lived assets, liabilities, depreciable lives of assets, stock-based compensation, and deferred income taxes. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements.
Cash and Cash Equivalents		Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts. IDX considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. IDX generally places its cash and cash equivalents with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. IDX maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Cash and cash equivalents are carried at cost, which due to their short-term nature, approximate fair value.
Accounts Receivable		Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. IDX maintains an allowance for doubtful accounts for estimated losses resulting from its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, IDX's customers’ financial condition, any amounts of receivables in dispute, and the current receivables aging and historic payment patterns. IDX reviews its allowance for doubtful accounts at least quarterly. Accounts receivable are presented on the Consolidated Balance Sheets, net of allowance for doubtful accounts. Receivables, net of allowance for doubtful accounts as of August 3, 2022, and December 31, 2021, consist of the following (in thousands): August 3, 2022 December 31, 2021 Billed trade receivables $ 4,158 $ 2,942 Unbilled receivables 7,779 7,055 Total $ 11,937 $ 9,997 The allowance for doubtful accounts reflects IDX’s estimate of probable losses inherent in the accounts receivable balance. IDX determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The following table summarizes activity for the allowance for doubtful accounts for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 179 $ 13 Additional charged to costs and expenses ( 117 ) 172 Deductions (1) 3 ( 6 ) Ending balance $ 65 $ 179 (1) Represents write-offs and recoveries of prior year charges.
Revenue Recognition		Revenue Recognition In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that IDX expects to be entitled to receive in exchange for those products or services. To achieve the core principle of this standard, IDX applies the following five steps: a) Identify Contracts with Customers, b) Identify the Performance Obligations in the Contract, c) Determine the Transaction Price, d) Allocate the Transaction Price to Performance Obligations in the Contract, and e) Recognize Revenue When or As Performance Obligations are Satisfied. For arrangements with multiple performance obligations, IDX allocates total consideration to each performance obligation on a relative fair value basis based on management’s estimate of stand-alone selling price (SSP). The following table illustrates the timing of IDX’s revenue recognition: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Breach - point in time 12.6 % 8.3 % Breach - over time 83.4 % 88.5 % Membership services - over time 4.0 % 3.2 % Breach Services IDX’s breach services revenue consists of contracts with various combinations of notification, project management, communication services, and ongoing identity protection services. Performance periods generally range from one to three years . Payment terms are generally between thirty and sixty days. Contracts generally do not contain significant financing components. The pricing for IDX’s breach services contracts is structured as either fixed price or variable price. In fixed price contracts, a fixed total price or fixed per-impacted-individual price is charged for the total combination of services. For variable price breach services contracts, the breach communications component, which includes notifications and call center, is charged at a fixed total fee and ongoing identity protection services are charged as incurred using a fixed price per enrollment. Fixed fees are generally billed at the time the statement of work is executed and are due upon receipt. Large fixed fee contracts are typically billed 50% upfront and due upon receipt with the remaining 50% invoiced 30 days later with net 30 terms. For variable price contracts the charges for identity protection services are billed monthly for the prior month and are due net 30. Membership Services IDX provides membership services through its employer groups and strategic partners as well as directly to end-users through its website. Membership services consist of multiple, bundled identity and privacy product offerings and provide members with ongoing identity protection services. For membership services, revenue is recognized ratably over the service period. Performance periods are generally one year . Payments from employer groups and strategic partners are generally collected monthly. Payments from end-users are collected up front. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. No losses on uncompleted contracts were recognized for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021. Significant Judgments Significant judgments and estimates are required under ASC 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under ASC 606 for IDX’s arrangements may be dependent on contract-specific terms and may vary in some instances. IDX’s contracts with customers often include promises to transfer multiple services including project management services, notification services, call center services, and identity protection services. Determining whether services are distinct performance obligations that should be accounted for separately requires significant judgment. IDX is required to estimate the total consideration expected to be received from contracts with customers, including any variable consideration. Once the estimated transaction price is established, amounts are allocated to performance obligations on a relative SSP basis. IDX’s breach business derives revenue from two main performance obligations: (i) notification and (ii) combined call center and identity protection services (see Note 7). At contract inception, IDX assesses the products and services promised in the contract to identify each performance obligation and evaluates whether the performance obligations are capable of being distinct and are distinct within the context of the contract. Performance obligations that are not both capable of being distinct and are distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. Determining whether products and services are considered distinct performance obligations requires significant judgment. In determining whether products and services are considered distinct performance obligations, IDX assesses whether the customer can benefit from the products and services on their own or together with other readily available resources and whether our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. Judgment is required to determine the SSP for each distinct performance obligation. IDX rarely sells its individual breach services on a standalone basis and accordingly, IDX is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because IDX does not sell the service separately, IDX reviews information that includes historical discounting practices, market conditions, cost-plus analysis, and other observable inputs to determine an appropriate SSP. IDX typically has more than one SSP for individual performance obligations due to the stratification of those items by classes of customers, size of breach, and other circumstances. In these instances, IDX may use other available information such as service inclusions or exclusions, customizations to notifications, or varying lengths of call center or identity protection services in determining the SSP. If a group of agreements are so closely related to each other that they are in effect part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. IDX exercises judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. IDX’s judgments about whether a group of contracts comprises a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of IDX’s operations for the periods presented. IDX has not experienced significant refunds to customers. IDX’s estimates related to revenue recognition may require significant judgment and the change in these estimates could have an effect on IDX’s results of operations during the periods involved. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on the Consolidated Balance Sheets. IDX records a contract asset when revenue is recognized prior to invoicing and records a deferred revenue liability when revenue is expected to be recognized after invoicing. For IDX’s breach services agreements, customers are typically invoiced at the beginning of the arrangement for the entire contract. When the breach agreement includes variable components related to as-incurred identity protection services, customers are invoiced monthly for the duration of the enrollment or call center period. Unbilled accounts receivable, which consists of services billed one month in arrears, was $ 7.8 million and $ 7.1 million as of August 3, 2022, and December 31, 2021, respectively. These unbilled amounts are included in accounts receivable as IDX has the unconditional right to receive this consideration. Contract assets are presented as other receivables within the Consolidated Balance Sheets and primarily relate to IDX’s rights to consideration for work completed but not billed on service contracts. Contract assets are transferred to receivables when IDX invoices the customer. Contract liabilities are presented as deferred revenue and relate to payments received for services that are yet to be recognized in revenue. IDX recognized $ 5.1 million of revenue that was included in deferred revenue at the end of the preceding year during the period January 1, 2022, to August 3, 2022. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above. IDX expects to recognize as revenue approximately 56 % of its August 3, 2022 , deferred revenue balance in the remainder of 2022, 29 % in the period January 1, 2023 , to August 3, 2023, and the remainder thereafter. In instances where the timing of revenue recognition differs from that of invoicing, IDX has determined that its contracts do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing IDX's services and not to facilitate financing arrangements. Government Contracts IDX evaluates arrangements with governmental entities containing fiscal funding or termination for convenience provisions, when such provisions are required by law, to determine the probability of possible cancellation. IDX considers multiple factors including the history with the customer in similar transactions and the budgeting and approval processes undertaken by the governmental entity. If IDX determines upon execution of these arrangements that the likelihood of cancellation is remote, it then recognizes revenue for such arrangements once all relevant criteria have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity for such arrangements.
Research and Development		Research and Development Research and development expenses primarily consist of personnel costs and contractor fees related to the bundling of other third-party software products that are offered as one combined package within IDX’s product offerings. Personnel costs include salaries, bonuses, stock-based compensation, employer-paid payroll taxes, and an allocation of our facilities, benefits, and internal IT costs. Research and development costs are expensed as incurred.
Advertising		Advertising Advertising costs are expensed as incurred. Advertising costs amounted to $ 0.8 million and $ 1.2 million, for the period January 1, 2022, to August 3, 2022, and for the year ended December 31, 2021, respectively.
Income Taxes		s. Income Taxes IDX provides for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax effect of differences between recorded assets and liabilities and their respective tax basis along with operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the rate change becomes effective. IDX recognizes the effect of income tax positions only if those positions are more likely than not of being sustained in the event of a tax audit. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. IDX records interest related to unrecognized tax benefits in income tax expense. Deferred tax assets are reduced by a valuation allowance when in management’s opinion it is more likely than not that some portion or all the deferred tax assets will not be realized. IDX considers the future reversal of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, and tax planning strategies in making this assessment. IDX’s valuation allowance is based on all available positive and negative evidence, including its recent financial operations, evaluation of positive and negative evidence with respect to certain specific deferred tax assets (including evaluating sources of future taxable income) to support the realization of the deferred tax assets. IDX's income tax returns are subject to examination by taxing authorities for a period of three years from the date they are filed. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. As of August 3, 2022, IDX’s income tax returns for the years ended December 31, 2018, through August 3, 2022, are subject to examination by the Internal Revenue Service and applicable state and local taxing authorities.
Stock-Based Compensation		Stock-Based Compensation IDX grants stock options to purchase common stock to employees with exercise prices equal to the fair market value of the underlying stock as determined by the Board of Directors and management. The Board of Directors, with the assistance of outside valuation experts, determines the fair value of the underlying stock by considering several factors including historical and projected financial results, the risks IDX faced on the grant date, the preferences of IDX’s debt holders and preferred stockholders, and the lack of liquidity of IDX’s common stock. The fair value of each stock option award is estimated using the Black-Scholes-Merton valuation model. Such value is recognized as expense over the requisite service period using the straight-line method, net of forfeitures as they occur. Excess tax benefits of awards that relate to stock option exercises are reflected as operating cash inflows. Stock-based compensation expense recognized in the Consolidated Statements of Income for options were negligible for all periods presented.
Concentration of Credit Risk		r. Concentrations of Credit Risk Financial instruments that potentially subject IDX to concentrations of credit risk consist principally of cash balances and trade accounts receivable. IDX maintains cash balances at two financial institutions. The balances occasionally exceed federally insured limits. As of August 3, 2022, balances exceeded federally insured limits by $ 16.0 million. IDX has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk from cash. Concentrations of credit with respect to accounts receivables are generally limited due to the large number of customers in IDX's customer base which are dispersed across different industries. IDX generated 73 % and 79 % of its revenue from the U.S. Government for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, respectively. The U.S. Government pays invoices in less than thirty days and is deemed to be a low credit risk. On August 3, 2022, and December 31, 2021, accounts receivables from the U.S. Government made up 64 % and 69 % of IDX’s outstanding accounts receivables, respectively.
Debt Issuance Costs		Debt Issuance Costs Fees paid to lenders and service providers in connection with the origination of debt are capitalized as debt issuance costs and presented as a direct deduction from the carrying value of the associated debt liability. As of August 3, 2022, and December 31, 2021, the debt issuance costs presented on the Consolidated Balance Sheets as a reduction to debt were negligible for both periods presented.
Net Loss Per Share Attributable to Common Stockholders		Earnings (Loss) per Share Series A-1 and A-2 Preferred Stock are participating securities due to their rights to receive dividends. IDX calculates EPS under the two-class method. In the two-class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities. The allocation between common stock and participating securities is based upon the rights to dividends for the two types of securities. For periods of net income and when the effects are not anti-dilutive, IDX calculates diluted earnings per share by dividing net income available to common shareholders by the weighted average number of common shares plus the weighted average number of common shares assuming the conversion of IDX’s convertible notes, as well as the impact of all potentially dilutive common shares. Potentially dilutive common shares consist primarily of common stock options using the treasury stock method. For periods of net loss, shares used in the diluted earnings (loss) per share calculation equals the amount of shares in the basic EPS calculation as including potentially dilutive shares would be anti-dilutive.
Standards Issued and Adopted		w. Standards Issued and Adopted
Standards Issued, but Not Yet Effective		x. Standards Issued but Not Yet Effective In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to improve financial reporting for leasing transactions. The standard is effective for the Company for annual reporting periods beginning after December 15, 2021, and early adoption is permitted. Upon adoption, the Company will be required to record right-of-use assets and lease liabilities on its Consolidated Balance Sheets for leases which were historically classified as operating leases. The Company expects the adoption to have a material increase on the assets and liabilities recorded on its Consolidated Balance Sheets. The Company does not expect a material impact to its Consolidated Statement of Comprehensive Loss or Consolidated Statement of Cash Flows following adoption. In June 2016 the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which amends the accounting for credit losses for most financial assets and certain other instruments. The standard requires that entities holding financial assets that are not accounted for at fair value through net income be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The standard is effective for the Company for annual reporting periods beginning in fiscal year 2023. The Company does not believe the adoption will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments will remove certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. IDX is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Topics: 470-20, 815-40). The standards reduce the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The standard also amends diluted EPS calculations for convertible instruments and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. The standard is effective for the Company for all interim and annual periods of our fiscal year ending December 31, 2024. Early adoption is permitted. IDX is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by eliminating large sections of the existing guidance in this area. It also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. The standard is effective for the Company for all interim and annual periods of our fiscal year ending December 31, 2024. Early adoption is permitted. IDX is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
Sales and Use Taxes		t. Sales and Use Taxes IDX collects sales tax in various jurisdictions. IDX records the amount of sales tax as a payable to the related jurisdiction upon collection from customers. IDX files a sales tax return with the jurisdictions and remits the amounts indicated on the return on a periodic basis.
Segment Reporting		u. Segment Reporting Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the chief executive officer, or decision-making group, in making decisions on how to allocate resources and assess performance. IDX views its operations and manages its business as one operating segment. All revenue has been generated and all assets are held in the United States.
Deferred Rent and Lease Incentives		v. Deferred Rent and Lease Incentives Rent expense and lease incentives from IDX’s operating leases are recognized on a straight-line basis over the lease term. IDX’s operating lease includes rent escalation payment terms and a rent-free period. Deferred rent represents the difference between actual operating lease payments and straight-line rent expense over the term of the lease.
Fair Value Measurements		Fair Value Measurement Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that IDX can access at the measurement date. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Refer to Note 17 for additional information on how IDX determines fair value for its assets and liabilities.
Property and Equipment		Property and Equipment Property and equipment assets are stated at the cost of acquisition, less accumulated depreciation and amortization. Property and equipment assets under capital leases are stated at the present value of minimum lease payments and amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Depreciation and amortization of property, equipment, and leasehold improvements are computed using the straight-line method. The estimated useful lives for property and equipment categories are as follows: Asset Classification Estimated Useful Life Office and computer equipment 3 years Software 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of lease term or useful life IDX periodically reviews the carrying value of its long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset group is not recoverable and exceeds fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value. No impairment losses were recognized for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021.
Contract Costs		Contract Costs IDX capitalizes costs to obtain a contract or fulfill a contract. These costs are recorded as deferred contract acquisitions costs on the Consolidated Balance Sheets. Costs to obtain a contract for a new customer are amortized on a straight-line basis over the estimated period of benefit. IDX determined the estimated period of benefit by taking into consideration the contractual term. IDX periodically reviews the carrying amount of the capitalized contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit. Amortization expense associated with costs to fulfill a contract is recorded to cost of services on the Consolidated Statements of Income. Amortization expense associated with costs to obtain a contract (sales commissions) is recorded to sales and marketing expense on the Consolidated Statements of Income.
Cost of Services		Cost of Services Cost of services consists of fees to outsourced service providers for credit monitoring, call center operation, notification mailing, insurance, and other miscellaneous services and internal labor costs. Costs incurred for breach service contracts represent fulfillment costs. These costs are deferred within capitalized contract costs and recognized in relation to revenue recorded over the combined service and membership terms. The remainder of cost of services are expensed as incurred. Relevant depreciation and amortization are included in cost of services.
Long-term Debt		Long-term Debt Convertible notes and amounts borrowed under credit agreements are recorded as long-term debt on the Consolidated Balance Sheets, at principal, net of debt discounts and issuance costs. The debt discounts and issuance costs are amortized to interest expense on the Consolidated Statements of Income using the straight-line method over the contractual term of the note if that method is not materially different from the effective interest rate method. Cash interest payments are due either quarterly or semi-annually in arrears and IDX accrues interest expense monthly based on the annual coupon rate. See Note 4 for further discussion regarding the convertible notes and credit agreements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended	7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2023
Accounting Policies [Line Items]
Revenue Earned by Timing of Revenue	The table below provides revenue earned by timing of revenue for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Recognition Timing August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Over time $ 79,025 $ 27,946 $ 45,117 Point in time 9,361 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433
Disaggregation of Revenue	The table below provides revenue earned by line of service for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Line August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Subscription revenue $ 31,679 $ 27,946 $ 45,117 Services revenue Breach 54,791 — — Other services 1,916 1,291 2,316 Total services revenue 56,707 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 The table below provides revenue earned based on geographic locations of our customers for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Country August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 United States $ 80,674 $ 21,916 $ 35,859 Other 7,712 7,321 11,574 Total $ 88,386 $ 29,237 $ 47,433
Changes in Fair Value of Warrants	A summary of the changes in the fair value of warrants for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Public Private Warrant liability - August 3, 2022 $ 4,226 $ 11,351 Exercise of warrants — ( 7,632 ) Gain due to change in fair value of warrants ( 2,853 ) ( 2,511 ) Warrant liability - January 31, 2023 $ 1,373 $ 1,208 Predecessor Warrant liability - January 31, 2021 $ 2,806 Issuance of warrants 528 Loss due to change in fair value of warrants 7,375 Warrant liability - January 31, 2022 $ 10,709 Warrant liability - January 31, 2022 $ 10,709 Issuance of warrants 519 Exercise of warrants ( 5,900 ) Loss due to change in fair value of warrants 2,059 Warrant liability - August 3, 2022 $ 7,387
Schedule of Deferred Debt Issuance Costs	For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, deferred debt issuance costs consisted of the following (in thousands): Successor Deferred debt issuance costs - August 4, 2022 $ 120 Direct costs paid 31 Amortization of debt issuance costs ( 24 ) Deferred debt issuance costs - January 31, 2023 $ 127 Predecessor Deferred debt issuance costs - January 31, 2021 $ 1,425 Direct costs paid 35 Grant-date fair value of warrants issued 528 Amortization of debt issuance costs ( 361 ) Deferred debt issuance costs - January 31, 2022 $ 1,627 Deferred debt issuance costs - January 31, 2022 $ 1,627 Direct costs paid 118 Grant-date fair value of warrants issued 518 Amortization of debt issuance costs ( 378 ) Deferred debt issuance costs - August 3, 2022 $ 1,885
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share	The following potentially dilutive securities were not included in the calculation of weighted average common shares outstanding, as their effects would have been anti-dilutive for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022. Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Preferred stock (on an as-converted basis) Series Seed redeemable convertible preferred stock — 18,396,744 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 42,249,398 Series C-1 redeemable convertible preferred stock — 22,790,767 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 27,743,094 Series D-1 redeemable convertible preferred stock — 11,756,606 11,756,606 Series D-2 redeemable convertible preferred stock — 1,987,736 1,987,736 Series E redeemable convertible preferred stock — 30,490,064 29,473,913 Total common stock reserved — 241,238,877 240,184,189 Common stock Restricted common stock — — 158,773 Sponsor earn-out shares 1,293,750 — — Total common stock 1,293,750 — 158,773 Warrants Common stock warrants 16,220,756 1,924,790 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 249,806 Series B redeemable convertible preferred stock warrants — 292,682 292,682 Series C-1 redeemable convertible preferred stock warrants — 1,247,369 1,296,700 Series E redeemable convertible preferred stock warrants — 2,079,870 1,552,273 Total warrants 16,220,756 5,794,517 5,316,251 Options to purchase common stock Issued and outstanding 7,926,307 22,178,814 20,695,388 Restricted stock units Issued and outstanding 747,405 — —
Schedule of Redeemable Convertible Preferred Stock	Foreign Currency Translation The functional currency of the Company’s subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the Consolidated Balance Sheet date, and revenue and expenses are translated at the average exchange rates prevailing during the month of the transaction. The effects of foreign currency translation adjustments not affecting net income are included in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) under the cumulative translation adjustment account as a component of accumulated other comprehensive loss.		The Company’s redeemable convertible preferred stock consists of (in thousands, except share data): Predecessor February 1, 2022 to Year Ended August 3, 2022 January 31, 2022 Shares Issued and Amount Shares Issued and Amount Convertible preferred stock—Series E, $ 0.00001 19,033,653 shares; 28,354,249 ) 15,767,013 $ 36,291 15,227,437 $ 33,248 Convertible preferred stock—Series D, $ 0.00001 14,833,942 shares; 21,222,496 ) 13,871,547 21,067 13,871,547 21,067 Convertible preferred stock—Series D-2, $ 0.00001 993,868 shares 1,216,439 ) 993,868 1,451 993,868 1,451 Convertible preferred stock—Series D-1, $ 0.00001 5,878,303 8,094,053 ) 5,878,303 8,171 5,878,303 8,171 Convertible preferred stock—Series C-1, $ 0.00001 16,208,756 shares 14,037,000 ) 11,882,605 16,836 11,376,115 13,979 Convertible preferred stock—Series C, $ 0.00001 21,124,700 shares 19,999,999 ) 21,124,699 19,899 21,124,699 19,899 Convertible preferred stock—Series B, $ 0.00001 26,914,949 shares 22,124,088 ) 26,914,949 22,047 26,914,949 22,047 Convertible preferred stock—Series A, $ 0.00001 16,122,188 shares 10,246,261 ) 15,997,285 10,159 15,997,285 10,159 Convertible preferred stock—Series seed, $ 0.00001 9,198,372 shares 2,285,795 ) 9,198,372 2,208 9,198,372 2,208 121,628,641 $ 138,129 120,582,575 $ 132,229 The table below depicts the original issue date, original issue price, conversion price, and conversion ratio, including all changes to conversion prices and conversion ratios from each Series Preferred original issue date through January 31, 2022. Predecessor Preferred Stock Series Original Issue Date Effective Date of Conversion Price Original Issue Price Conversion Price Conversion Ratio Series A April 14, 2014 November 20, 2015 $ 0.640 $ 0.320 2.0 Series B November 20, 2015 November 20, 2015 $ 0.822 $ 0.411 2.0 Series C April 26, 2017 April 26, 2017 $ 0.947 $ 0.473 2.0 Series C-1 May 31, 2018 May 31, 2018 $ 1.234 $ 0.617 2.0 Series D December 20, 2019 December 20, 2019 $ 1.530 $ 0.765 2.0 Series D-1 December 20, 2019 December 20, 2019 $ 1.224 $ 0.612 2.0 Series D-2 December 20, 2019 December 20, 2019 $ 1.377 $ 0.688 2.0 Series E September 30, 2020 September 30, 2020 $ 1.862 $ 0.931 2.0 The conversion ratios for Series Seed are described in the table below. Predecessor Preferred Stock Series Original Issue Date Effective Date of Conversion Price Original Issue Price Conversion Price Conversion Ratio Seed Series June 21, 2013 June 21, 2013 $ 0.249 $ 0.249 1.0 Seed Series November 20, 2015 November 20, 2015 $ 0.249 $ 0.124 2.0
Summary of Receivables, Net of Allowance for Doubtful Accounts	As of January 31, 2023 and 2022, the Company’s accounts receivable consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accounts receivable, billed $ 22,296 $ 17,084 Accounts receivable, unbilled 7,458 30 Less: Allowance for doubtful accounts ( 145 ) ( 68 ) Accounts receivable, net $ 29,609 $ 17,046
Summarizes Activity for Allowance for Doubtful Accounts	Activity in the allowance for doubtful accounts for the Successor Period and the Predecessor year ended January 31, 2022, was as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 133 $ 51 Charged to cost and expenses 32 40 Write-offs and recoveries ( 20 ) ( 23 ) Balance at end of period $ 145 $ 68
Summary of Deferred Contract Acquisition Costs Activity	A summary of deferred contract acquisition costs activity for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, is as follows (in thousands): Successor Deferred contract acquisition costs - August 4, 2022 $ 12,091 Capitalization of contract acquisition costs 4,915 Amortization of deferred contract acquisition costs ( 3,799 ) Deferred contract acquisition costs - January 31, 2023 $ 13,207 Deferred contract acquisition costs, current $ 5,456 Deferred contract acquisition costs, net of current portion 7,751 Deferred contract acquisition costs - January 31, 2023 $ 13,207 Predecessor Deferred contract acquisition costs - January 31, 2021 $ 10,137 Capitalization of contract acquisition costs 7,327 Amortization of deferred contract acquisition costs ( 5,809 ) Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs, current $ 4,174 Deferred contract acquisition costs, net of current portion 7,481 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Capitalization of contract acquisition costs 3,574 Amortization of deferred contract acquisition costs ( 3,458 ) Deferred contract acquisition costs - August 3, 2022 $ 11,771
Summary of Estimated Useful Lives for Property and Equipment	The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer hardware and purchase software 2 - 3 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of lease term or useful life
Schedule of Future Amortization Expense for Software Development Costs Capitalized	Future amortization expense for software development costs capitalized as of January 31, 2023, is as follows (in thousands): 2024 $ 93 2025 93 2026 67 Total $ 253
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Disaggregation of Revenue		The following table illustrates the timing of IDX’s revenue recognition: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Breach - point in time 12.6 % 8.3 % Breach - over time 83.4 % 88.5 % Membership services - over time 4.0 % 3.2 %
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share		Certain classifications of equity awards were excluded from the computation of dilutive EPS because inclusion of these awards would have had an anti-dilutive effect. The following table reflects the awards excluded: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Employee stock options 2,568,200 2,612,413 Conversion of preferred shares 32,181,076 32,076,680
Summary of Receivables, Net of Allowance for Doubtful Accounts		Receivables, net of allowance for doubtful accounts as of August 3, 2022, and December 31, 2021, consist of the following (in thousands): August 3, 2022 December 31, 2021 Billed trade receivables $ 4,158 $ 2,942 Unbilled receivables 7,779 7,055 Total $ 11,937 $ 9,997
Summarizes Activity for Allowance for Doubtful Accounts		The following table summarizes activity for the allowance for doubtful accounts for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 179 $ 13 Additional charged to costs and expenses ( 117 ) 172 Deductions (1) 3 ( 6 ) Ending balance $ 65 $ 179 (1) Represents write-offs and recoveries of prior year charges.
Summary of Estimated Useful Lives for Property and Equipment		The estimated useful lives for property and equipment categories are as follows: Asset Classification Estimated Useful Life Office and computer equipment 3 years Software 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of lease term or useful life

Revenue from Contracts with C_2

Revenue from Contracts with Customers (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Disaggregation of Revenue [Line Items]
Disaggregation of Revenue	The table below provides revenue earned by line of service for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Line August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Subscription revenue $ 31,679 $ 27,946 $ 45,117 Services revenue Breach 54,791 — — Other services 1,916 1,291 2,316 Total services revenue 56,707 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 The table below provides revenue earned based on geographic locations of our customers for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Country August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 United States $ 80,674 $ 21,916 $ 35,859 Other 7,712 7,321 11,574 Total $ 88,386 $ 29,237 $ 47,433
Summary of Components of Contract Assets and Liabilities and Significant Components of Changes in Contract Liabilities	The components of contract assets and liabilities consist of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Assets: Accounts receivable, net $ 29,609 $ 17,046 Deferred contract acquisition costs, current and non-current $ 13,207 $ 11,655 Liabilities: Deferred revenue, current and non-current $ 53,958 $ 38,831 The significant components of the changes in the contract liabilities balances are as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Revenue recognized that was included in the opening deferred revenue balance $ 31,406 $ 27,733 Remaining deferred revenue acquired in business acquisition $ 21,337 $ 256
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of Revenue		The following table illustrates the timing of IDX’s revenue recognition: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Breach - point in time 12.6 % 8.3 % Breach - over time 83.4 % 88.5 % Membership services - over time 4.0 % 3.2 %
Summary of Breach Revenue From Contract with Customers		The following table summarizes breach revenue from contracts with customers for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Notification services $ 8,386 $ 8,834 Call center and identity protection services 55,692 93,885 Total breach services $ 64,078 $ 102,719
Summary of Total Value of Remaining Performance Obligations		The approximate percentages of the total value of remaining performance obligations IDX expects to recognize as revenue in future periods are as follows (in thousands): 0- 12 Months 13- 24 Months Over 24 Months Total Remaining Performance Obligations Breach 98 % 2 % 0 % $ 85,932 Membership services 100 % 0 % 0 % 678 Total 98 % 2 % 0 % $ 86,610

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Property, Plant and Equipment [Line Items]
Summary of Property and Equipment, Net	Property and equipment as of January 31, 2023 and 2022, consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Computer hardware and purchased software $ 907 $ 2,136 Furniture and fixtures 20 337 Leasehold improvements 114 243 Total property and equipment 1,041 2,716 Less: accumulated depreciation ( 370 ) ( 2,022 ) Property and equipment, net $ 671 $ 694 The table below provides the net values of property and equipment by geographic location as of January 31, 2023 and 2022, (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 United States $ 473 $ 476 India 121 119 Chile 77 99 Property and equipment, net $ 671 $ 694
ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Summary of Property and Equipment, Net		Property and equipment, net consisted of the following amounts on August 3, 2022, and December 31, 2021 (in thousands): August 3, 2022 December 31, 2021 Furniture and office equipment $ 351 $ 603 Computer equipment and software 503 521 Leasehold improvements 69 73 Total property and equipment 923 1,197 Less accumulated depreciation and amortization ( 798 ) $ ( 1,070 ) Total property and equipment, net $ 125 $ 127

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Summary of Liabilities Carried at Fair Value	The following table sets forth by level within the fair value hierarchy the assets (liabilities) carried at fair value (in thousands): Fair value measurements at January 31, 2023 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 557 $ — $ — $ 557 Total financial assets $ 557 $ — $ — $ 557 Liabilities: Public warrants $ ( 1,373 ) $ — $ — $ ( 1,373 ) Private warrants — ( 1,208 ) — ( 1,208 ) Sponsor earnout shares — — ( 2,445 ) ( 2,445 ) Total financial liabilities $ ( 1,373 ) $ ( 1,208 ) $ ( 2,445 ) $ ( 5,026 ) The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands): Fair value measurements at January 31, 2022 using: Level 1 Level 2 Level 3 Total Liabilities: Predecessor Warrants $ — $ — $ ( 10,709 ) $ ( 10,709 ) Total financial liabilities $ — $ — $ ( 10,709 ) $ ( 10,709 )
ID Experts Holdings Inc And Subsidiary Member
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of Additional Information about Financial Assets Measured at Fair Value Recurring Basis		The following table presents additional information about financial assets measured at fair value (in thousands): Fair value measurements at August 3, 2022 using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 16,284 $ — $ — $ 16,284 Total fair value of assets measured on a recurring basis 16,284 — — 16,284 Liabilities: Convertible debt — — 3,034 3,034 Total financial liabilities measured on a recurring basis $ — $ — $ 3,034 $ 3,034 Fair value measurements at December 31, 2021 using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 17,986 $ — $ — $ 17,986 Total fair value of assets measured on a recurring basis 17,986 — — 17,986 Liabilities: Warrant liabilities $ - $ - $ 1,989 $ 1,989 Convertible debt — — 2,445 2,445 Total fair value of liabilities measured on a recurring basis $ — $ — $ 4,434 $ 4,434
Summary of Significant Unobservable Inputs		The following table outlines the significant unobservable inputs as of August 3, 2022, and December 31, 2021: Unobservable inputs August 3, 2022 December 31, 2021 Probabilities of conversion provisions 95 % 75 % Estimated timing of conversions 0.37 years 0.97 years Time period to maturity 0.37 years 0.97 years Risk-adjusted discount rate 23.26 % 23.26 %
ID Experts Holdings Inc And Subsidiary Member | Convertible Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of Additional Information about Financial Assets Measured at Fair Value Recurring Basis		The following table presents additional information about financial assets measured at fair value on a recurring basis for which IDX used significant unobservable inputs (Level 3): Convertible Debt January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 2,445 $ 1,733 Loss from change in fair value 589 712 Ending balance $ 3,034 $ 2,445
ID Experts Holdings Inc And Subsidiary Member | Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of Additional Information about Financial Assets Measured at Fair Value Recurring Basis		The following table presents additional information about financial assets measured at fair value on a recurring basis for which IDX used significant unobservable inputs (Level 3): Warrant liability January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance $ 1,989 - Warrant reclassification ( 272 ) 46 Warrant exercised ( 1,850 ) - Loss from change in fair value 133 1,943 Ending balance $ - $ 1,989
ID Experts Holdings Inc And Subsidiary Member | Preferred Stock Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Summary of Significant Unobservable Inputs		IDX values the preferred stock warrant using the fair value option. The preferred stock warrant is a level 3 measured instrument. The following table outlines the significant unobservable inputs as of August 3, 2022, and December 31, 2021: Unobservable inputs August 3, 2022 December 31, 2021 Volatility rate N/A 33 % Term N/A 7 years Discount Rate N/A 1.44 %
ID Experts Holdings Inc And Subsidiary Member | Common Stock Warrants Member
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Summary of Significant Unobservable Inputs		IDX values the common stock warrant using the fair value option. The common stock warrant is a level 3 measured instrument. The following table outlines the significant unobservable inputs as of August 3, 2022, and December 31, 2021: Unobservable inputs August 3, 2022 December 31, 2021 Volatility rate N/A 33 % Term N/A 4 years Discount Rate N/A 1.12 %

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jan. 31, 2023
Business Acquisition [Line Items]
Schedule of Unaudited Proforma Financial Information	Year Ended January 31, (dollars in thousands) 2023 2022 (unaudited) Revenue Subscription $ 61,836 $ 48,309 Services 113,870 105,439 Total revenue 175,706 153,748 Net loss after tax $ ( 737,269 ) $ ( 61,714 )
Zero Fox [Member]
Business Acquisition [Line Items]
Summary of Estimated Fair value of Purchase Consideration Paid	The following table summarizes the estimated fair value of the purchase consideration paid to affect the ZF Merger (in thousands, except per share data): Equity value of consideration Common stock issued to holders of ZeroFox, Inc. 82,030,308 Closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022 $ 10.95 Fair value of Common Stock issued $ 898,232 Cash consideration Repayment of ZeroFox, Inc. debt and interest 37,674 Payment of ZeroFox, Inc. transaction expenses 8,500 Repayment of notes payable to PIPE Investors 5,000 Total consideration paid $ 949,406
Summary of Preliminary Purchase Price Allocation	The Company recorded the preliminary allocation of the purchase price to ZeroFox, Inc.'s assets acquired and liabilities assumed based on their fair values as of August 3, 2022. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 2,806 Accounts receivable 13,961 Deferred contract acquisitions costs, current 4,909 Prepaid expenses and other assets 2,201 Property and equipment 598 Deferred contract acquisitions costs, net of current portion 6,854 Other assets 341 Goodwill 818,797 Intangible assets 185,000 Total assets acquired 1,035,467 Accounts payable 4,310 Accrued liabilities 3,921 Current portion of long term debt 938 Deferred revenue, current 35,432 Deferred revenue, net of current portion 6,325 Long term debt 16,851 Warrants liabilities 7,632 Deferred tax liability 10,652 Total liabilities assumed 86,061 Total consideration transferred $ 949,406
Summary of Intangible Assets Identified, Estimated Useful Lives and Methodologies Used to Determine Fair Values	The following table sets forth the amounts allocated to the intangible assets identified, the estimated useful lives of those intangible assets, and the methodologies used to determine the fair values of those intangible assets (dollars in thousands): Fair Value Useful Life (in years) Fair Value Methodology Trade names and trademarks $ 21,000 10 Relief from Royalty method Developed technology 81,000 5 Relief from Royalty method Customer relationships 83,000 9 Multi-period Excess Earnings method of the Income Approach $ 185,000
IDX [Member]
Business Acquisition [Line Items]
Summary of Estimated Fair value of Purchase Consideration Paid	The following table summarizes the estimated fair value of the purchase consideration paid to affect the IDX Merger (in thousands, except per share data): Equity value consideration Common stock issued to holders of IDX 27,849,942 Closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022 $ 10.95 Fair value of Common Stock issued $ 304,957 Cash consideration paid to IDX shareholders 44,447 Cash consideration gross up for offset of PIPE subscribers also IDX holders 5,000 Repayment of debt and interest 12,484 Payment of IDX transaction expenses 1,500 Total consideration paid $ 368,388
Summary of Preliminary Purchase Price Allocation	The Company recorded the preliminary allocation of the purchase price to IDX's assets acquired and liabilities assumed based on their fair values as of August 3, 2022. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 13,727 Accounts receivable 11,944 Prepaid and other expense 3,068 Property and equipment 125 Deferred contract acquisition costs, net of current portion 177 Goodwill 286,468 Intangible Assets 100,500 Other assets 12 Total assets acquired $ 416,021 Accounts payable $ 7,568 Accrued liabilities 6,299 Deferred revenue, current 9,314 Deferred revenue, net of current portion 1,522 Deferred tax liability and uncertain tax positions 22,930 Total liabilities assumed 47,633 Total consideration transferred $ 368,388
Summary of Intangible Assets Identified, Estimated Useful Lives and Methodologies Used to Determine Fair Values	The following table sets forth the amounts allocated to the intangible assets identified, the estimated useful lives of those intangible assets, and the methodologies used to determine the fair values of those intangible assets (dollars in thousands): Fair value Useful Life Fair Value Methodology OPM contract $ 63,500 6 Multi-period excess earnings method of income approach Trade names and trademarks 14,300 10 Relief from royalty method Internally-developed technology 14,800 5 Replacement cost method Customer relationships 4,000 9 Multi-period excess earnings method of income approach Breach-related contracts 3,900 1 Multi-period excess earnings method of income approach $ 100,500

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Changes in Fair Value of Goodwill	A summary of the changes in the fair value of goodwill for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Goodwill - August 4, 2022 $ 1,105,258 Impairment ( 698,650 ) Goodwill - January 31, 2023 $ 406,608 Predecessor Goodwill - January 31, 2021 $ 28,614 Adjustment related to business acquisitions 675 Business acquisition 5,713 Goodwill - January 31, 2022 $ 35,002 Goodwill - January 31, 2022 $ 35,002 Adjustment related to business acquisitions — Goodwill - August 3, 2022 $ 35,002
Summary of Intangible Assets	The tables below summarize the Company’s intangible assets as of January 31, 2023, and the Predecessor's intangible assets as of January 31, 2022 (amounts in thousands, except for useful lives). Successor As of January 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 8.6 $ 154,400 $ ( 11,894 ) $ 142,506 Developed technology 5 95,800 ( 9,425 ) 86,375 Trademarks / trade names 10 35,300 ( 1,737 ) 33,563 $ 285,500 $ ( 23,056 ) $ 262,444 Predecessor As of January 31, 2022 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 6 $ 15,450 $ ( 3,239 ) $ 12,211 Developed technology 5 2,560 ( 621 ) 1,939 Trademarks / trade names 2 140 ( 80 ) 60 $ 18,150 $ ( 3,940 ) $ 14,210
Summary of Future Amortization of Intangible Assets	The tables below summarizes the future amortization of the Company’s intangible assets as of January 31, 2023 (amounts in thousands). Fiscal 2024 $ 42,981 Fiscal 2025 38,968 Fiscal 2026 38,968 Fiscal 2027 38,968 Fiscal 2028 29,542 Thereafter 73,017 Total amortization of intangible assets expense $ 262,444
Summary of Recognized Amortization of Intangible Assets Expense Recognized in Condensed Consolidated Statements of Comprehensive Loss	The Company recognized amortization of intangible assets expense in the accompanying Consolidated Statements of Comprehensive Loss for the for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Cost of revenue - subscription $ 9,425 $ 260 $ 481 Sales and marketing 11,894 1,308 2,478 General and administrative 1,737 36 63 Total amortization of acquired intangible assets $ 23,056 $ 1,604 $ 3,022

Leases (Tables)

Leases (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Lessee, Lease, Description [Line Items]
Summary of Supplemental Balance Sheet Information Related to Lease Liabilities	Supplemental balance sheet information related to lease liabilities was as follows: (in thousands, except lease term and discount rate) January 31, 2023 Operating leases Operating ROU assets $ 720 Operating lease liabilities, current $ 406 Operating lease liabilities, net of current portion 427 Total operating lease liabilities $ 833 Weighted average remaining lease term 1.7 years Weighted average discount rate 4.8 %
Summary of Future Minimum Lease Payments Under Non-cancelable Operating Leases	Maturities of operating lease liabilities at January 31, 2023 were as follows: (in thousands) Year ending January 31, 2024 $ 754 2025 538 2026 64 Total lease payments 1,356 Less: imputed interest ( 523 ) Total lease payments $ 833
ID Experts Holdings, Inc. and Subsidiary [Member]
Lessee, Lease, Description [Line Items]
Summary of Future Minimum Lease Payments Under Non-cancelable Operating Leases		Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of August 3, 2022, are (in thousands): Future Payments Years ending December 31: 2022 (Remaining quarters) $ 178 2023 149 2024 48 Total minimum lease payments $ 375

Long-term Debt (Tables)

Long-term Debt (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Debt Instrument [Line Items]
Summary of Debt	The tables below summarize key terms of the Company’s debt that was outstanding as of January 31, 2023, and the Predecessor's debt as of January 31, 2022 (amounts in thousands, except for interest rates). Successor As of January 31, 2023 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 8.50 % 8.50 % $ 15,000 $ — $ — $ — $ 15,000 InfoArmor 5.50 % 5.50 % 2,344 — — — 2,344 Convertible notes 7.00 % Cash / 8.75 % PIK 8.53 % 156,564 — ( 127 ) — 156,437 $ 173,908 $ — $ ( 127 ) $ — $ 173,781 Current portion of long-term debt $ 15,938 Long-term debt 157,843 $ 173,781 Predecessor As of January 31, 2022 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 4.50 % 6.50 % $ 15,000 $ ( 96 ) $ ( 574 ) $ — $ 14,330 Orix Growth 10.00 % 12.13 % 30,000 ( 349 ) ( 608 ) — 29,043 InfoArmor 5.50 % 5.50 % 3,281 — — ( 213 ) 3,068 PIPE Investors 5.00 % 5.00 % 5,032 — — — 5,032 $ 53,313 $ ( 445 ) $ ( 1,182 ) $ ( 213 ) $ 51,473 Current portion of long-term debt $ 5,970 Long-term debt 45,503 $ 51,473 Orix Note On January 7, 2021, the Predecessor entered into a loan and security agreement with Orix Growth Capital, LCC (Orix) for $ 30.0 million, which is subordinated to the Stifel loan and is collateralized by substantially all of the assets of the Company. In conjunction with the loan and security agreement, warrants were issued to Orix (s ee Note 11 for discussion of warrants). The loan and security agreement provided for an immediate advance, upon loan closing, of $ 20.0 million, which the Company drew in full. The remaining $ 10.0 million shall be made in no more than three disbursements in increments of at least $ 2.5 million any time after March 31, 2021 and before March 31, 2022, as selected by ZeroFox. Advances under the agreement pay cash interest monthly at 10.00 % per annum. The loan matures and all unpaid principal and interest is due in full on January 7, 2026 . The loan also carries an end of term clause equal to 3 % of the total amount borrowed if repaid on or before January 7, 2023, or 2 % if repaid thereafter and prior to the maturity date. On February 10, 2022, the Predecessor amended its loan and security agreement with Orix. From the amended loan and security agreement with Orix, in February 2022, the Predecessor borrowed $ 7.5 million, from which it received approximately $ 7.4 million of proceeds net of issuance cost of $ 0.1 million, and issued 161,112 warrants to purchase Series E redeemable convertible preferred stock at an exercise price of $ 1.86205 . The cumulative outstanding principal of the loan was $ 37.5 million. In connection with the Business Combination, the Company repaid the amounts due to Orix in full totaling $ 38.7 million, including a prepayment penalty of $ 1.2 million. The Company recognized the prepayment penalty in interest expense, net on the Consolidated Statement of Comprehensive Loss in the Successor Period. The terms of the loan and security agreements with Orix included financial covenants whereby the Predecessor must be in compliance with the following: a) at any time, the ratio of Total Debt (as defined in the loan and security agreements) to Annual Recurring Revenue (“ARR”) (as defined in the loan and security agreements) shall not be more than 1.00 :1.00, and b) the Predecessor shall maintain a minimum ARR, which increases over time, as defined in the loan and security agreements, measured as of the last day of each quarter. The Predecessor was in compliance with its financial covenants as of August 3, 2022. Bridge Notes In December of 2021, the Predecessor issued $ 5.0 million in bridge notes ($ 4.8 million of which were issued to related parties) to certain investors “PIPE Investors” in the potential PIPE (see Note 16). The bridge notes accrue interest at 5 % per annum (computed on the basis of a 365-day year), which is paid-in-kind as an addition to the principal balance of the bridge notes. The bridge notes are due at the earlier of the twelve-month anniversary of their issuance or the closing of the respective PIPE. Upon the closing of a PIPE, the bridge note holder may direct the Predecessor to satisfy its payment obligations under the bridge note by paying the holder/investor’s obligation under the PIPE. In connection with the Business Combination, the notes and accrued interest owed to PIPE Investors were settled. The interest accrued through the date of the Business Combination of $ 0.2 million was paid to the PIPE Investors note holders in cash. The principal value of the related notes owed by the Predecessor of $ 5.0 million was offset against obligations the note holders had with the Company as part of the PIPE Subscription Agreement. The Company included the $5.0 million as part of the purchase price paid to complete the ZF Merger (see Note 5). Stifel Note On January 7, 2021, the Predecessor entered into a loan and security agreement with Stifel Bank (“Stifel”) for $ 10.0 million, which is collateralized by substantially all of the assets of the Predecessor. In conjunction with the loan and security agreement, warrants were issued to Stifel (se e Note 11 fo r discussion of warrants). The loan and security agreement provided for an immediate advance, upon loan closing, of $ 10.0 million, which the Predecessor drew in full. Advances under the agreement pay cash interest monthly at the greater of the prime rate as reported in the Wall Street Journal plus 1.00 %, or 4.50 % per annum. If any loan payment is not made within 10 days of the payment due date, the Predecessor will incur a late fee equal to the lesser of (i) 5.00 % of the unpaid amount or (ii) the maximum amount permitted to be charged under applicable law, not in any case to be less than twenty-five dollars. The loan matures and all unpaid principal and interest is due in full on January 7, 2024 . The loan and security agreement with Stifel contains a provision whereby, in the Event of Default, the obligation will bear additional interest at a rate equal to 4 %. Management evaluated Events of Default and determined the non-credit related events of default represent an embedded derivative that must be bifurcated and accounted for separately from the loan and security agreement. The default rate derivative is treated as a liability, initially measured at fair value with subsequent changes in fair value recorded in earnings. Management has assessed the probability of occurrence for a non-credit default event and determined the likelihood of a referenced event to be remote. Therefore, the estimated fair value of the default rate derivative was negligible as of January 31, 2023 and 2022, and no amount was recorded. The terms of the loan and security agreement Stifel include financial covenants whereby the Predecessor must be in compliance with the following: a) at any time, the ratio of Total Debt (as defined in the loan and security agreements) to Annual Recurring Revenue (“ARR”) (as defined in the loan and security agreements) shall not be more than 1.0 :1.0, and b) the Predecessor shall maintain a minimum ARR, which increases over time, as defined in the loan and security agreements, measured as of the last day of each quarter. On December 8, 2021, the Predecessor amended its loan and security agreement with Stifel. The amendment reset the minimum ARR covenant for future periods and provided for an additional borrowing of $ 5.0 million, for which the Company borrowed $ 5.0 million in December 2021 and issued 161,113 warrants to purchase Series E redeemable convertible preferred stock at an exercise price of $ 1.86205 . As of January 31, 2023, the outstanding principal of the loan includes $ 15.0 million of principal borrowed. In connection with the Business Combination, the Company amended its loan and security agreement with Stifel Bank. The amendment superseded the financial covenants with which the Company must be in compliance. The amended financial covenants include the following commitments: a) a balance of cash held at Stifel Bank in an amount equal to or greater than the amount of outstanding debt and b) minimum liquidity (as defined in the loan and security agreement). The Company was in compliance with its financial covenants as of January 31, 2023. In connection with the Business Combination, the Company recorded the debt outstanding with Stifel Bank at fair value. The Company determined the fair value of these notes to be the principal value and accrued interest outstanding at the date of the Business Combination The loan with Stifel Bank is secured by all assets of the Company. InfoArmor Note On June 7, 2021, the Predecessor issued a $ 3.8 million promissory note payable to InfoArmor, Inc. in connection with its acquisition of Vigilante. The promissory note accrues interest at 5.5 % per annum (computed on the basis of a 365 day year). Principal and interest payments of $ 0.2 million are paid quarterly over the four-year term of the loan maturing on June 7, 2025 . As of January 31, 2023, $ 0.9 mill ion was recorded in current portion of long-term debt in the consolidated financial statements. In connection with the Business Combination, the Company recorded the debt outstanding with InfoArmor at fair value. The Company determined the fair value of these notes to be the principal value and accrued interest outstanding at the date of the Business Combination. The loan with InfoArmor is unsecured. Convertible Notes On August 3, 2022, the Company closed subscription agreements with certain purchasers to sell $ 150.0 million aggregate principal amount of unsecured convertible notes due 2025 (the Convertible Notes). In connection with the Business Combination, the Company completed the Convertible Notes financing of $ 150.0 million. The Convertible Notes include a cash interest option of 7 % per annum, payable quarterly, and a payment-in-kind (PIK) interest option of 8.75 % per annum. The Convertible Notes include a default rate of interest feature. In the event of default by the Company, the rate of interest will be increased by 2.00 % per annum. The Convertible Notes are convertible into shares of Company Common Stock, or a combination of cash and Company Common Stock, at the Company's election, at an initial conversion price of $ 11.50 , subject to customary anti-dilution provisions. The Convertible Notes mature on August 3, 2025 . The Company may, at its election, force conversion of the Convertible Notes after the first anniversary of their issuance if the volume-weighted average trading price of the Company's Common Stock 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. After the second anniversary of their issuance this provision drops to greater than or equal to 130 % of the conversion price for more than 20 trading days during a period of 30 consecutive trading dates. In the event that a holder of the Convertible Notes elect to covert, the Company will be obligated to pay an amount equal to outstanding principal and interest (accrued and unpaid), at the initial conversion rate of 86.9565 shares of Common Stock per $ 1,000 of outstanding principal and accrued interest. Each holder of a Note will have the right to cause the Company to repurchase for cash all or a portion of the Convertible Notes held by such holder upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes), at a price equal to 100 % of the principal plus accrued and unpaid interest, plus any remaining amounts that would be owed to, but excluding, the maturity date. In the event of a conversion in connection with a Fundamental Change, the conversion price will be adjusted in accordance with a Fundamental Change make-whole table. The Company analyzed the features of the make-whole table and concluded that it did not require bifurcation pursuant to ASC 815 as the variables that could affect the settlement amount would be inputs to a fixed-for-fixed forward option on equity shares and as such, may be considered indexed to the Company's own equity. At January 31, 2023, the net carrying amount of the Convertible Notes of $ 156.4 million (reflected as long term debt on the Consolidated Balance Sheet) compares to the fair value of $ 97.2 million. The fair value of the Convertible Notes is categorized as a Level 3 liability in the fair value hierarchy.
ID Experts Holdings, Inc. and Subsidiary [Member]
Debt Instrument [Line Items]
Summary of Debt		The below table presents details of IDX’s debt on August 3, 2022, and December 31, 2021 (in thousands): August 3, 2022 December 31, 2021 Current maturity term loan $ 3,333 $ 1,667 Total $ 3,333 $ 1,667 Long-term debt Term loan, net of debt issuance cost 6,100 8,319 Total long-term debt $ 9,433 $ 9,986
Schedule of Future Contractual Maturities for Long-term Debt Outstanding		The future contractual maturities for the long-term debt outstanding as of August 3, 2022, are summarized as follows (in thousands): Future Payments 2022 (Remaining quarters) $ 1,111 2023 3,333 2024 3,333 2025 1,668 Total $ 9,445 Less net debt issuance costs ( 12 ) Total long-term debt $ 9,433

Warrants (Tables)

Warrants (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Class of Warrant or Right [Line Items]
Details of Predecessor Warrants	Details of the Predecessor Warrants are as follows: Underlying Predecessor Security Predecessor Warrants Outstanding on August 3, 2022 Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock As Converted Exercise Price per Warrant Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise Series A 124,903 71,514 $ 2.24 66,068 Series B 146,341 83,788 $ 2.87 75,585 Common 1,924,790 551,022 $ 0.70 524,236 Series E 268,521 153,741 $ 6.50 119,018 860,065 784,907 The table below illustrates the fair value estimate for each set of Predecessor Warrants: Underlying Predecessor Security As Converted Exercise Price per Warrant Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock Estimated Fair Value per Warrant Aggregate Estimated Fair Value (in thousands) Series A $ 2.24 71,514 $ 8.71 $ 623 Series B $ 2.87 83,788 $ 8.08 677 Common $ 0.70 551,022 $ 10.25 5,648 Series E $ 6.50 153,741 $ 4.45 684 860,065 $ 7,632
Summary of Assumptions Used in Estimating Fair Values of Warrants	The assumptions used in estimating the fair values of the Predecessor’s warrants at issuance are as follows: At Issuance Assumptions Series E Warrants Series C-1 Warrants Common Series B Warrants Series A Warrants Initial Valuation Date: February 10, 2022, June 26, 2019 June 1, 2017 September 1, 2016 May 22, 2015 Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Expected term of the warrant (in years) 10.0 10.0 10.0 10.0 10.0 Price of the underlying share - stay private $ 2.20 - $ 3.79 $ 1.25 $ 0.20 $ 0.82 $ 0.74 Volatility 36.38 % - 40.64 % 51.90 % 60.00 % 60.41 % 66.74 % Risk-free rate 0.87 % - 2.03 % 2.05 % 2.21 % 1.57 % 2.21 %
ID Experts Holdings, Inc. and Subsidiary [Member]
Class of Warrant or Right [Line Items]
Details of Predecessor Warrants		The following table summarizes activity for IDX’s preferred and common stock warrants for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021: Preferred stock warrants January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Beginning balance 125,000 125,000 Warrants exercised ( 125,000 ) — Ending balance — 125,000 Common stock warrants Beginning balance 1,280,506 1,280,506 Warrants exercised ( 1,280,506 ) — Ending balance — 1,280,506
PWERM Method [Member]
Class of Warrant or Right [Line Items]
Summary of Assumptions Used in Estimating Fair Values of Warrants	The assumptions used in estimating the fair values of the Predecessor Warrants as of January 31, 2022, the final balance sheet presented that utilized the Predecessor's PWERM method, are as follows: January 31, 2022 Assumptions Series E Warrants Series C-1 Warrants Common Series B Warrants Series A Warrants Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Price of the underlying share - stay private $ 2.94 $ 2.76 $ 1.85 $ 3.70 $ 3.70 Volatility 36.71 % 36.95 % 38.11 % 39.30 % 44.69 % Risk-free rate 1.78 % 1.77 % 1.64 % 1.57 % 1.42 % Price of the underlying share after conversion $ 5.64 $ 5.64 $ 2.82 $ 5.64 $ 5.64 Expected term of the warrant (in years) 0.4 - 9.9 0.4 - 8.2 0.4 - 5.3 0.4 - 4.6 0.4 - 3.3 Fair value $ 3.20 $ 3.71 $ 2.21 $ 4.05 $ 4.21 Number of warrants 912,972 648,350 1,924,790 146,341 124,903 Liability (in thousands) $ 2,922 $ 2,408 $ 4,260 $ 593 $ 526

Sponsor Earnout Shares (Tables)

Sponsor Earnout Shares (Tables)	6 Months Ended
	Jan. 31, 2023
Sponsor Earnout Shares [Member]
Sponsor Earnout Shares [Line Items]
Summary of Assumptions, Inputs, and Fair Value Results	The table below documents the Monte Carlo assumptions, inputs, and the fair value results at each balance sheet date: January 31, 2023 August 3, 2022 Per Share Price of Company Common Stock $ 3.62 $ 10.95 Annual Equity Volatility 65.00 % 50.00 % Risk-Free Rate of Return 3.70 % 2.86 % Fair Value per Share Tranche I $ 2.12 $ 10.06 Fair Value per Share Tranche II $ 1.88 $ 9.32 Fair Value per Share Tranche III $ 1.67 $ 8.63 Aggregate Fair Value (in thousands) $ 2,445 $ 12,079

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Income Tax Disclosure [Line Items]
Summary of Components of Loss Before Income Taxes	U.S. and foreign components of the loss before income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended U.S. loss $ ( 734,326 ) $ ( 19,370 ) $ ( 40,031 ) Foreign income (loss) 3,157 ( 1,924 ) 1,056 Total loss before income taxes $ ( 731,169 ) $ ( 21,294 ) $ ( 38,975 )
Summary of Provision for Income Taxes	The provision for consolidated income taxes for th e Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended Current tax expense Federal $ — $ — $ — Foreign 177 106 100 State and local 292 5 — 469 111 100 Deferred tax expense Federal ( 9,360 ) ( 2,780 ) ( 5,387 ) Foreign — — — State and local ( 2,281 ) ( 911 ) ( 299 ) ( 11,641 ) ( 3,691 ) ( 5,686 ) Less: change in valuation allowance 650 3,691 5,050 Net income tax (benefit) expense $ ( 10,522 ) $ 111 $ ( 536 )
Summary of Differences as Result of which Income Tax Provision Differs from Amount Computed by Applying Statutory Federal Income Tax Rate to Income (Loss) Before Income Tax	A reconciliation of the statutory US income tax rate to the effective income tax rate for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows: Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended U.S. statutory rate 21.00 % 21.00 % 21.00 % State taxes 0.21 3.35 0.77 Goodwill impairment ( 20.07 ) — — Transaction costs — ( 3.23 ) — Fair value adjustments — ( 2.03 ) — Other permanent differences 0.41 ( 1.05 ) ( 6.61 ) Changes in valuation allowance ( 0.09 ) ( 17.32 ) ( 12.96 ) Other ( 0.02 ) ( 1.24 ) ( 0.83 ) Net income tax expense 1.44 % - 0.52 % 1.37 %
Summary of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities	Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for income tax reporting and consolidated financial statement purposes. Deferred income taxes as of January 31, 2023, and 2022 consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Deferred tax assets: Net operating losses - federal and state $ 36,057 $ 31,697 Research and development expenditures 4,793 — Deferred revenue 3,019 2,273 Interest expense 2,544 — Accruals 1,240 856 Stock-based compensation 574 66 Other 308 — Lease liability 204 — Depreciation and amortization 112 546 Allowance for doubtful accounts 35 17 Charitable contributions 3 3 Total deferred tax assets before valuation allowance 48,889 35,458 Valuation allowance ( 5,720 ) ( 32,063 ) Total deferred tax assets 43,169 3,395 Deferred tax liabilities: Intangible assets ( 61,109 ) — Contract acquisition costs ( 3,256 ) ( 2,854 ) Goodwill ( 258 ) ( 541 ) Right-of-use assets ( 177 ) — Other ( 7 ) — Total deferred tax liabilities ( 64,807 ) ( 3,395 ) Net deferred tax liability $ ( 21,638 ) $ - The net deferred tax liability presented on the Successor's balance sheet at January 31, 2023 includes liabilities for uncertain tax positions of $ 0.9 million. The Company recognizes the tax benefit of a position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. At January 31, 2023, the Successor recorded gross unrecognized tax benefits of approximately $ 0.8 million, $ 0.7 million of which, if recognized, would impact the Successor's effective tax rate. Interest and penalties accrued related to uncertain tax positions were $ 0.1 million at January 31, 2023. The Predecessor had no unrecognized tax benefits recorded as of January 31, 2022. The Company anticipates a $ 0.2 million decrease in unrecognized tax benefits within the next 12 months from the expiration of statute of limitations. The change in gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ — $ — Business acquisition 838 — Balance at end of period $ 838 $ —
Summary of Valuation Allowance of Deferred Tax Assets	The following table provides a rollforward of the Company’s valuation allowance for its deferred tax assets (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 5,070 $ 27,013 Increases to allowance 650 5,050 Balance at end of period $ 5,720 $ 32,063
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Summary of Provision for Income Taxes		The provision for income taxes for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, consists of the following (in thousands): Current tax provision: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Federal $ 1,645 $ 913 State 361 604 Total current tax expense $ 2,006 $ 1,517 Deferred tax (benefit) expense: Federal $ ( 1,129 ) $ 186 State ( 225 ) 13 Total deferred tax (benefit) expense $ ( 1,354 ) $ 199 Income tax expense $ 652 $ 1,716
Summary of Differences as Result of which Income Tax Provision Differs from Amount Computed by Applying Statutory Federal Income Tax Rate to Income (Loss) Before Income Tax		The income tax provision differs from the amount computed by applying the statutory federal income tax rate of 21 % to the income (loss) before income tax as a result of the following differences (in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Income taxes at statutory rate $ ( 43 ) $ 250 State income tax, net of federal benefit ( 12 ) 242 Permanent items 4 25 Non-deductible transaction costs 625 368 Non-deductible convertible debt and warrant expense 150 553 Stock-based compensation ( 145 ) — Tax credits ( 25 ) ( 53 ) Loss of attributes 25 59 Uncertain tax positions 106 145 Other ( 21 ) 86 Valuation allowance ( 12 ) 41 Income tax expense $ 652 $ 1,716
Summary of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities		The temporary differences that give rise to the Company's deferred tax assets and liabilities as of August 3, 2022, and December 31, 2021, are as follows (in thousands): August 3, 2022 December 31, 2021 Net operating losses $ 137 $ 143 Accrued expenses 709 843 Deferred revenue 985 423 Tax credits — 12 Stock-based compensation 46 43 Capitalized research and development expense 803 — Other, net 53 11 Deferred assets, gross: 2,733 1,475 Fixed and intangible assets ( 7 ) ( 7 ) Other, net ( 54 ) ( 139 ) Valuation allowance ( 88 ) ( 100 ) Net deferred tax assets $ 2,584 $ 1,229
Summary of Uncertain Tax Positions		Uncertain tax positions: August 3, 2022 December 31, 2021 Balance at beginning of year $ 681 $ 485 Accrual for positions taken in prior year — 211 Accrual for positions taken in current year 173 60 Reversals due to lapse of statute of limitations ( 16 ) ( 37 ) Decreases for positions taken in a prior year — ( 38 ) Balance at end of year $ 838 $ 681 Interest 56 42 Penalties 60 43 Net of tax attributes — ( 16 ) Total at end of year $ 954 $ 750

Accrued Compensation, Accrued_2

Accrued Compensation, Accrued Expenses, and Other Current Liabilities (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Accrued Expense Details [Line Items]
Summary of Accrued Expenses	Accrued compensation, accrued expenses, and other current liabilities as of January 31, 2023 and 2022, consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accrued employee compensation $ 1,098 $ 500 Accrued commissions 1,408 2,010 Accrued bonuses 3,893 1,366 Accrued payroll-related expenses 242 630 Other current liabilities 12,110 2,514 Total accrued compensation, accrued expenses, and other current liabilities $ 18,751 $ 7,020
ID Experts Holdings, Inc. and Subsidiary [Member]
Accrued Expense Details [Line Items]
Summary of Accrued Expenses		The table below provides detail of the accrued expenses as of August 3, 2022, and December 31, 2021, (in thousands): August 3, 2022 December 31, 2021 Accrued payroll, bonus, and employee benefits $ 1,765 $ 2,099 Accrued sales tax payable 1,751 1,368 Accrued taxes payable 1,640 95 Other accrued expenses 1,077 1,010 Deferred rent 23 45 Accrued warrant liability — 1,989 Total accrued expenses $ 6,256 $ 6,606

Common Stock, Redeemable Conv_2

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit (Tables)	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2023
Temporary Equity [Abstract]
Schedule of Redeemable Convertible Preferred Stock	Foreign Currency Translation The functional currency of the Company’s subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the Consolidated Balance Sheet date, and revenue and expenses are translated at the average exchange rates prevailing during the month of the transaction. The effects of foreign currency translation adjustments not affecting net income are included in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) under the cumulative translation adjustment account as a component of accumulated other comprehensive loss.	The Company’s redeemable convertible preferred stock consists of (in thousands, except share data): Predecessor February 1, 2022 to Year Ended August 3, 2022 January 31, 2022 Shares Issued and Amount Shares Issued and Amount Convertible preferred stock—Series E, $ 0.00001 19,033,653 shares; 28,354,249 ) 15,767,013 $ 36,291 15,227,437 $ 33,248 Convertible preferred stock—Series D, $ 0.00001 14,833,942 shares; 21,222,496 ) 13,871,547 21,067 13,871,547 21,067 Convertible preferred stock—Series D-2, $ 0.00001 993,868 shares 1,216,439 ) 993,868 1,451 993,868 1,451 Convertible preferred stock—Series D-1, $ 0.00001 5,878,303 8,094,053 ) 5,878,303 8,171 5,878,303 8,171 Convertible preferred stock—Series C-1, $ 0.00001 16,208,756 shares 14,037,000 ) 11,882,605 16,836 11,376,115 13,979 Convertible preferred stock—Series C, $ 0.00001 21,124,700 shares 19,999,999 ) 21,124,699 19,899 21,124,699 19,899 Convertible preferred stock—Series B, $ 0.00001 26,914,949 shares 22,124,088 ) 26,914,949 22,047 26,914,949 22,047 Convertible preferred stock—Series A, $ 0.00001 16,122,188 shares 10,246,261 ) 15,997,285 10,159 15,997,285 10,159 Convertible preferred stock—Series seed, $ 0.00001 9,198,372 shares 2,285,795 ) 9,198,372 2,208 9,198,372 2,208 121,628,641 $ 138,129 120,582,575 $ 132,229 The table below depicts the original issue date, original issue price, conversion price, and conversion ratio, including all changes to conversion prices and conversion ratios from each Series Preferred original issue date through January 31, 2022. Predecessor Preferred Stock Series Original Issue Date Effective Date of Conversion Price Original Issue Price Conversion Price Conversion Ratio Series A April 14, 2014 November 20, 2015 $ 0.640 $ 0.320 2.0 Series B November 20, 2015 November 20, 2015 $ 0.822 $ 0.411 2.0 Series C April 26, 2017 April 26, 2017 $ 0.947 $ 0.473 2.0 Series C-1 May 31, 2018 May 31, 2018 $ 1.234 $ 0.617 2.0 Series D December 20, 2019 December 20, 2019 $ 1.530 $ 0.765 2.0 Series D-1 December 20, 2019 December 20, 2019 $ 1.224 $ 0.612 2.0 Series D-2 December 20, 2019 December 20, 2019 $ 1.377 $ 0.688 2.0 Series E September 30, 2020 September 30, 2020 $ 1.862 $ 0.931 2.0 The conversion ratios for Series Seed are described in the table below. Predecessor Preferred Stock Series Original Issue Date Effective Date of Conversion Price Original Issue Price Conversion Price Conversion Ratio Seed Series June 21, 2013 June 21, 2013 $ 0.249 $ 0.249 1.0 Seed Series November 20, 2015 November 20, 2015 $ 0.249 $ 0.124 2.0
Schedule of Common Stock Reserved for Future Issuance	The Company’s and Predecessor's common stock reserved for future issuance is as follows: Successor Predecessor January 31, 2023 January 31, 2022 Series Seed redeemable convertible preferred stock — 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 Series C-1 redeemable convertible preferred stock — 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 Series D-1 redeemable convertible preferred stock — 11,756,606 Series D-2 redeemable convertible preferred stock — 1,987,736 Series E redeemable convertible preferred stock — 30,454,874 Common stock warrants 16,213,430 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 Series B redeemable convertible preferred stock warrants — 292,682 Series C-1 redeemable convertible preferred stock warrants — 1,296,700 Series E redeemable convertible preferred stock warrants — 1,825,944 Stock options issued and outstanding 7,869,050 21,715,815 Restricted stock units issued and outstanding 2,802,426 — Sponsor earn-out shares 1,293,750 — Shares available for future grant under the 2022 plan 15,829,510 — Shares available for future grant under the 2013 plan — 1,193,436 44,008,166 269,664,323

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Weighted-average Assumptions	The Company used the weighted-average assumptions in the table below to estimate the fair value of stock options. There are no values for the Successor as the Successor has not issued any stock options during the Successor Period. Successor Predecessor Assumptions January 31, 2023 August 3, 2022 January 31, 2022 Weighted-average risk-free rate N/A 1.48 % 1.42 % Weighted-average expected term of the option (in years) N/A 6.07 6.06 Weighted-average expected volatility N/A 38.92 % 38.09 % Weighted-average dividend yield N/A 0.00 % 0.00 %
Summary of Stock Option Activity	A summary of option activity for the Successor Period and the Year to Date Predecessor Period, is as follows (Aggregate Intrinsic Value in thousands): Successor Shares Weighted- Weighted- Aggregate Outstanding as of August 4, 2022 8,159,377 $ 1.5360 6.01 $ 17,004 Granted — — Exercised ( 206,476 ) 0.5952 Cancelled ( 83,851 ) 2.9681 Outstanding as of January 31, 2023 7,869,050 1.5454 6.07 16,325 Vested as of January 31, 2023 5,772,232 0.9591 5.39 15,359 Vested and expected to vest as 7,135,156 $ 1.3793 5.88 $ 15,987 Predecessor Shares Weighted- Weighted- Aggregate Outstanding as of February 1, 2022 21,715,815 $ 0.4398 6.28 $ 51,688 Granted 1,214,500 2.3920 Exercised ( 392,450 ) 0.2659 Cancelled ( 252,159 ) 1.4633 Outstanding as of August 3, 2022 22,285,706 0.5377 6.45 50,864 Vested as of August 3, 2022 14,783,495 0.2660 5.41 37,757 Vested and expected to vest as 19,659,894 $ 0.4662 6.17 $ 46,276 The Company did no t grant any options during the Successor Period.
Summary of RSU Activity	A summary of RSU activity for the Successor Period is as follows: Successor Shares Weighted-Average Outstanding as of August 4, 2022 — $ — Granted 2,827,426 $ 4.64 Vested — $ — Cancelled ( 25,000 ) $ 4.63 Outstanding as of January 31, 2023 2,802,426 $ 4.64
Summary of Stock-Based Compensation Expense	The Company recognized non-cash, stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Loss for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows (in thousands): Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended Cost of revenue - subscription $ 97 $ 18 $ 50 Cost of revenue - services 36 2 — Research and development 452 114 97 Sales and marketing 518 218 222 General and administrative 1,397 510 327 Total stock-based compensation expense $ 2,500 $ 862 $ 696
ID Experts Holdings, Inc. and Subsidiary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Weighted-average Assumptions		The weighted average assumptions for the period January 1, 2022, to August 3, 2022, and the year ended December 31, 2021, are as follows: Assumptions August 3, 2022 December 31, 2021 Weighted-average risk-free rate 2.20 % 0.60 % Weighted-average expected term of the option (in years) 7.00 7.00 Weighted-average expected volatility 35.00 % 36.00 % Weighted-average dividend yield 0.00 % 0.00 %
Summary of Stock Option Activity		Stock option activity during the period January 1, 2022, to August 3, 2022, is as follows: (Aggregate Intrinsic Value in thousands) Shares Weighted- Weighted- Aggregate Outstanding as of January 1, 2022 2,843,372 $ 0.14 7.3 $ 5,768 Granted 72,500 $ 1.97 Exercised ( 272,766 ) $ 0.04 Cancelled ( 62,424 ) $ 0.38 Outstanding as of August 3, 2022 2,580,682 $ 0.20 6.5 $ 11,998 Vested as of August 3, 2022 1,556,944 $ 0.17 5.3 $ 7,300

Net Loss per Share Attributab_2

Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share (Tables)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Earnings (Loss) per Share [Line Items]
Summary of Basic and Diluted Calculations	The following table sets forth computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Successor Predecessor August 3, 2022 to February 1, 2022 to August 3, 2022 Year Ended January 31, 2022 Numerator: Net loss $ ( 720,647 ) $ ( 21,405 ) $ ( 38,439 ) Net loss per share attributable to common $ ( 720,647 ) $ ( 21,405 ) $ ( 38,439 ) Denominator: Weighted-average common stock outstanding 116,862,277 43,041,209 42,073,351 Net loss per share attributable to common stockholders $ ( 6.17 ) $ ( 0.50 ) $ ( 0.91 )
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share	The following potentially dilutive securities were not included in the calculation of weighted average common shares outstanding, as their effects would have been anti-dilutive for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022. Successor Predecessor August 4, 2022 to February 1, 2022 to Year Ended January 31, 2022 Preferred stock (on an as-converted basis) Series Seed redeemable convertible preferred stock — 18,396,744 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 42,249,398 Series C-1 redeemable convertible preferred stock — 22,790,767 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 27,743,094 Series D-1 redeemable convertible preferred stock — 11,756,606 11,756,606 Series D-2 redeemable convertible preferred stock — 1,987,736 1,987,736 Series E redeemable convertible preferred stock — 30,490,064 29,473,913 Total common stock reserved — 241,238,877 240,184,189 Common stock Restricted common stock — — 158,773 Sponsor earn-out shares 1,293,750 — — Total common stock 1,293,750 — 158,773 Warrants Common stock warrants 16,220,756 1,924,790 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 249,806 Series B redeemable convertible preferred stock warrants — 292,682 292,682 Series C-1 redeemable convertible preferred stock warrants — 1,247,369 1,296,700 Series E redeemable convertible preferred stock warrants — 2,079,870 1,552,273 Total warrants 16,220,756 5,794,517 5,316,251 Options to purchase common stock Issued and outstanding 7,926,307 22,178,814 20,695,388 Restricted stock units Issued and outstanding 747,405 — —
ID Experts Holdings, Inc. and Subsidiary [Member]
Earnings (Loss) per Share [Line Items]
Summary of Basic and Diluted Calculations		The following tables present the calculations basic and diluted EPS calculations for the periods January 1, 2022, to August 3, 2022, and year ended December 31, 2021 (non-share data in thousands): January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Net loss applicable to common equity $ ( 857 ) $ ( 527 ) Less: deemed dividend to preferred shareholders — ( 32,451 ) Net loss applicable to common stockholders $ ( 857 ) $ ( 32,978 ) Total weighted-average common shares outstanding 12,854,967 10,797,483 Total weighted-average warrant common shares added to basic EPS — 980,506 Total weighted-average basic shares outstanding 12,854,967 11,777,989 Net loss per share, basic and diluted $ ( 0.07 ) $ ( 2.80 )
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share		Certain classifications of equity awards were excluded from the computation of dilutive EPS because inclusion of these awards would have had an anti-dilutive effect. The following table reflects the awards excluded: January 1, 2022, to August 3, 2022 Year Ended December 31, 2021 Employee stock options 2,568,200 2,612,413 Conversion of preferred shares 32,181,076 32,076,680

Organization and Description _2

Organization and Description of Business (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Organization and Business Operations [Line Items]
Net loss	$ (720,647)	$ (21,405)	$ (38,439)
Net cash used in operating activities	(27,406)	(13,823)	(18,072)
Cash and cash equivalents	$ 47,549	$ 2,806	$ 10,274

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Emerging Growth Company Status (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - Minimum [Member]	7 Months Ended
	Aug. 03, 2022 USD ($)
Accounting Policies [Line Items]
Total annual gross revenue	$ 1,235,000,000
Market value of common stock held by non-affiliates	700,000,000
Non-convertible debt securities issued	$ 1,000,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Summary of Receivables, Net of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Unbilled receivables	$ 7,458		$ 30
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Billed trade receivables		$ 4,158		$ 2,942
Unbilled receivables		7,779		7,055
Total		$ 11,937		$ 9,997

Summary of Significant Accoun_6

Summary of Significant Accounting Policies, Summarizes Activity for Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Beginning balance		$ 68
Additional charged to costs and expenses	$ 32	(7)		$ 16
Charged to cost and expenses	32			40
Write-offs and recoveries	(20)			(23)
Ending balance	145			$ 68
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Beginning balance	$ 65		$ 179		$ 13
Additional charged to costs and expenses			(117)		172
Deductions			3		(6)
Ending balance		$ 65	$ 65		$ 179

Summary of Significant Accoun_7

Summary of Significant Accounting Policies, Revenue Recognition (Details) - USD ($)	6 Months Ended	7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Dec. 31, 2021	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Unbilled receivables	$ 7,458,000			$ 30,000
ZeroFox Digital Risk Protection [Member] | Minimum [Member]
Disaggregation of Revenue [Line Items]
Subscription Contracts Terms	1 year
ZeroFox Digital Risk Protection [Member] | Maximum [Member]
Disaggregation of Revenue [Line Items]
Subscription Contracts Terms	3 years
Breach Services [Member] | Minimum [Member]
Disaggregation of Revenue [Line Items]
Subscription Performance Periods	1 year
Breach Services [Member] | Maximum [Member]
Disaggregation of Revenue [Line Items]
Subscription Performance Periods	3 years
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Unbilled receivables		$ 7,779,000	$ 7,055,000
Revenue included in deferred revenue		$ 5,100,000
ID Experts Holdings, Inc. and Subsidiary [Member] | Breach Services [Member] | Minimum [Member]
Disaggregation of Revenue [Line Items]
Revenue services performance period		1 year
ID Experts Holdings, Inc. and Subsidiary [Member] | Breach Services [Member] | Maximum [Member]
Disaggregation of Revenue [Line Items]
Revenue services performance period		3 years
ID Experts Holdings, Inc. and Subsidiary [Member] | Membership Services [Member]
Disaggregation of Revenue [Line Items]
Revenue services performance period		1 year
Losses on uncompleted contracts		$ 0	$ 0

Summary of Significant Accoun_8

Summary of Significant Accounting Policies, Revenue Recognition (Details1)	Jan. 31, 2023	Aug. 03, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
ID Experts Holdings, Inc. and Subsidiary [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-04
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		98%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		12 months
ID Experts Holdings, Inc. and Subsidiary [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		2%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		12 months
ID Experts Holdings, Inc. and Subsidiary [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		0%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		24 months
ID Experts Holdings, Inc. and Subsidiary [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		24 months
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-03
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-04
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		56%
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		5 months
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		29%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		7 months

Summary of Significant Accoun_9

Summary of Significant Accounting Policies, Revenue Earned by Timing of Revenue (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 88,386	$ 29,237	$ 47,433
Over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	79,025	27,946	45,117
Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 9,361	$ 1,291	$ 2,316

Summary of Significant Accou_10

Summary of Significant Accounting Policies, Timing of Revenue Recognition (Details) - ID Experts Holdings, Inc. and Subsidiary [Member]	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
Breach [Member] | Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, percentage	12.60%	8.30%
Breach [Member] | Over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, percentage	83.40%	88.50%
Membership Services [Member] | Over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, percentage	4%	3.20%

Summary of Significant Accou_11

Summary of Significant Accounting Policies, Business Combinations (Details)	6 Months Ended
	Jan. 31, 2023
Business Combinations [Abstract]
Variable interest entity, ownership percentage	100%

Summary of Significant Accou_12

Summary of Significant Accounting Policies, Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jan. 31, 2023	Oct. 31, 2022	Aug. 04, 2022	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2021
Goodwill [Line Items]
Carrying value of goodwill	$ 406,608		$ 1,105,258	$ 35,002	$ 35,002	$ 28,614
Goodwill impairment charge	698,650
Reporting Unit [Member]
Goodwill [Line Items]
Fair value of goodwill		$ 675,000
Carrying value of goodwill	1,373,700	$ 1,373,700
Goodwill impairment charge	$ 698,700

Summary of Significant Accou_13

Summary of Significant Accounting Policies, Summary of Changes in Fair Value of Warrants (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance		$ 10,709
(Gain) loss due to change in fair value of warrants	$ (5,364)	2,059	$ 7,375
Ending balance			10,709
Level 3 [Member] | Public
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	4,226
Beginning balance	7,387	10,709	2,806
Issuance of warrants		519	528
Exercise of warrants	0	(5,900)
(Gain) loss due to change in fair value of warrants	(2,853)	2,059	7,375
Ending balance	1,373	4,226
Ending balance		7,387	$ 10,709
Level 3 [Member] | Private
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	11,351
Exercise of warrants	(7,632)
(Gain) loss due to change in fair value of warrants	(2,511)
Ending balance	$ 1,208	$ 11,351

Summary of Significant Accou_14

Summary of Significant Accounting Policies, Concentration of Revenue and Accounts Receivable (Details) - Revenue from Rights Concentration Risk [Member] - Revenue Benchmark [Member]			6 Months Ended		12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Non-US [Member]
Accounting Policies [Line Items]
Percentage of revenue				10%	10%
One Customer [Member]
Accounting Policies [Line Items]
Percentage of revenue	23%	24%	47%

Summary of Significant Accou_15

Summary of Significant Accounting Policies, Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 04, 2022	Jan. 31, 2022	Feb. 01, 2021
Accounting Policies [Line Items]
Accounts receivable, billed	$ 22,296		$ 17,084
Accounts receivable, unbilled	7,458		30
Less: Allowance for doubtful accounts	(145)	$ (133)	(68)	$ (51)
Accounts receivable, net	$ 29,609		$ 17,046

Summary of Significant Accou_16

Summary of Significant Accounting Policies, Summary of Deferred Contract Acquisition Costs Activity (Details) - USD ($) $ in Thousands			6 Months Ended		12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Accounting Policies [Line Items]
Deferred Policy Acquisition Cost, Beginning Balance			$ 12,091
Deferred contract acquisition costs, current	$ 5,456	$ 4,174	5,456		$ 4,174
Deferred contract acquisition costs, net of current portion	7,751
Capitalization of contract acquisition costs			4,915
Amortization of deferred contract acquisition costs			(3,799)
Deferred Policy Acquisition Cost, Ending Balance	$ 13,207		13,207	$ 12,091
Zero Fox Predecessor [Member]
Accounting Policies [Line Items]
Deferred Policy Acquisition Cost, Beginning Balance			$ 11,771	11,655	10,137
Deferred contract acquisition costs, current		4,174			4,174
Deferred contract acquisition costs, net of current portion		7,481
Capitalization of contract acquisition costs				3,574	7,327
Amortization of deferred contract acquisition costs				(3,458)	(5,809)
Deferred Policy Acquisition Cost, Ending Balance		$ 11,655		$ 11,771	$ 11,655

Summary of Significant Accou_17

Summary of Significant Accounting Policies, Capitalized Software Costs (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Accounting Policies [Abstract]
Capitalized software development costs	$ 300	$ 500	$ 700
Amortization of software development costs	$ 25	$ 321	$ 560

Summary of Significant Accou_18

Summary of Significant Accounting Policies, Transaction Fees (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Related Party Transaction [Line Items]
Banking and advisory fees, business combination	$ 8.5
General and Administrative Expenses
Related Party Transaction [Line Items]
Professional and other transaction fees	$ 1.2	$ 3.2	$ 6.3

Summary of Significant Accou_19

Summary of Significant Accounting Policies, Income Taxes (Details)	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Accounting Policies [Line Items]
Effective income tax rate	0.21%	3.35%	0.77%
Minimum [Member]
Accounting Policies [Line Items]
Effective income tax rate	50%

Summary of Significant Accou_20

Summary of Significant Accounting Policies, Computation of Basic Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Numerator [Abstract]
Net loss	$ (720,647)	$ (21,405)	$ (38,439)
Net loss per share attributable to common stockholders	$ (720,647)	$ (21,405)	$ (38,439)
Denominator [Abstract]
Weighted-average common stock outstanding (in shares)	116,862,277	43,041,209	42,073,351
Net (loss) income per share attributable to common stockholders, basic	$ (6.17)	$ (0.50)	$ (0.91)
Net (loss) income per share attributable to common stockholders, diluted	$ (6.17)	$ (0.50)	$ (0.91)

Summary of Significant Accou_21

Summary of Significant Accounting Policies - Schedule of Deferred Debt Issuance Costs (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Debt Issuance Costs, Net [Abstract]
Deferred debt issuance costs, beginning	$ 1,885	$ 1,627	$ 1,425
Direct costs paid	31	118	35
Grant-date fair value of warrants issued		518	528
Amortization of debt issuance costs	(24)	(378)	(361)
Deferred debt issuance costs, ending	$ 127	$ 1,885	$ 1,627

Summary of Significant Accou_22

Summary of Significant Accounting Policies, Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($)	Jan. 31, 2023	Aug. 03, 2022	Jul. 29, 2022	Jul. 28, 2022	Jan. 31, 2022	Dec. 20, 2019
Temporary Equity [Line Items]
Redeemable convertible preferred stock	$ 0				$ 132,229,000
Series E Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		15,767,013	539,576		15,227,437
Redeemable convertible preferred stock		$ 36,291,000			$ 33,248,000
Series D Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		13,871,547			13,871,547
Redeemable convertible preferred stock		$ 21,067,000			$ 21,067,000
Series D-2 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		993,868			993,868
Redeemable convertible preferred stock		$ 1,451			$ 1,451,000	$ 1,500,000
Series D-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		5,878,303			5,878,303
Redeemable convertible preferred stock		$ 8,171,000			$ 8,171,000	$ 8,200,000
Series C-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		11,882,605		506,490	11,376,115
Redeemable convertible preferred stock		$ 16,836,000			$ 13,979,000
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		21,124,699			21,124,699
Redeemable convertible preferred stock		$ 19,899,000			$ 19,899,000
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		26,914,949			26,914,949
Redeemable convertible preferred stock		$ 22,047,000			$ 22,047,000
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		15,997,285			15,997,285
Redeemable convertible preferred stock		$ 10,159,000			$ 10,159,000
Series Seed Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		9,198,372			9,198,372
Redeemable convertible preferred stock		$ 2,208,000			$ 2,208,000
Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		121,628,641			120,582,575
Redeemable convertible preferred stock		$ 138,129,000			$ 132,229,000

Summary of Significant Accou_23

Summary of Significant Accounting Policies, Schedule of Redeemable Convertible Preferred Stock (Parenthetical) (Details) - USD ($)	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2019	Dec. 31, 2018	Apr. 30, 2017	Nov. 30, 2015	Apr. 30, 2014	Jun. 21, 2013
Series E Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001
Convertible preferred shares, authorized	19,033,653
Convertible preferred shares, liquidation preference	$ 28,354,249,000
Series D Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001		$ 1.529930
Convertible preferred shares, authorized	14,833,942
Convertible preferred shares, liquidation preference	$ 21,222,496,000
Series D-2 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001
Convertible preferred shares, authorized	993,868
Convertible preferred shares, liquidation preference	$ 1,216,439,000
Series D-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001
Convertible preferred shares, authorized	5,878,303
Convertible preferred shares, liquidation preference	$ 8,094,053,000
Series C-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001			$ 1.233901
Convertible preferred shares, authorized	16,208,756
Convertible preferred shares, liquidation preference	$ 14,037,000,000
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001				$ 0.946759
Convertible preferred shares, authorized	21,124,700
Convertible preferred shares, liquidation preference	$ 19,999,999,000
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001					$ 0.822
Convertible preferred shares, authorized	26,914,949
Convertible preferred shares, liquidation preference	$ 22,124,088,000
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001						$ 0.6405
Convertible preferred shares, authorized	16,122,188
Convertible preferred shares, liquidation preference	$ 10,246,261,000
Series Seed Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value	$ 0.00001	$ 1.529930						$ 0.2485
Convertible preferred shares, authorized	9,198,372
Convertible preferred shares, liquidation preference	$ 2,285,795,000

Summary of Significant Accou_24

Summary of Significant Accounting Policies, Standards Issued and Adopted (Details) - USD ($)	Jan. 31, 2023	Aug. 04, 2022	Feb. 01, 2022	Jan. 31, 2022
Accounting Policies [Line Items]
Operating lease right-of-use assets	$ 720,000	$ 1,200,000
Operating lease liabilities	833,000	$ 1,300,000
Cumulative-effect adjustment to opening retained earnings	$ (754,677,000)			$ (156,820,000)
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accounting Policies [Line Items]
Cumulative-effect adjustment to opening retained earnings			$ 0

Summary of Significant Accou_25

Summary of Significant Accounting Policies, Summary of Estimated Useful Lives for Property and Equipment (Details)	6 Months Ended	7 Months Ended
	Jan. 31, 2023	Aug. 03, 2022
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	2 years
Office and Computer Equipment [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life		3 years
Computer Hardware and Purchase Software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Software [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life		5 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Furniture and Fixtures [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life		7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Lesser of lease term or useful life
Leasehold Improvements [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives		Lesser of lease term or useful life

Summary of Significant Accou_26

Summary of Significant Accounting Policies, Property and Equipment (Details) - USD ($)	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Impairment loss	$ 0	$ 0

Summary of Significant Accou_27

Summary of Significant Accounting Policies, Summary of Future Amortization Expense for Software Development Costs Capitalized (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Capitalized Software Costs [Line Items]
2024	$ 42,981
2025	38,968
2026	38,968
Total amortization of intangible assets expense	262,444	$ 14,210
Software Development Costs [Member]
Capitalized Software Costs [Line Items]
2024	93
2025	93
2026	67
Total amortization of intangible assets expense	$ 253

Summary of Significant Accou_28

Summary of Significant Accounting Policies, Debt Issuance Costs (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 04, 2022	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2021
Accounting Policies [Line Items]
Debt issuance cost	$ 127	$ 120	$ 1,885	$ 1,627	$ 1,425
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Debt issuance cost			$ 12

Summary of Significant Accou_29

Summary of Significant Accounting Policies, Advertising (Details) - USD ($) $ in Millions	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Advertising costs	$ 0.4	$ 0.5		$ 0.5
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Advertising costs			$ 0.8		$ 1.2

Summary of Significant Accou_30

Summary of Significant Accounting Policies, Stock-Based Compensation (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Accounting Policies [Line Items]
Stock-based compensation expense	$ 2,500	$ 862	$ 696

Summary of Significant Accou_31

Summary of Significant Accounting Policies, Concentrations of Credit Risk (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - USD ($) $ in Millions	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Cash, FDIC Insured Amount	$ 16
Customer Concentration Risk [Member] | Revenue [Member]
Accounting Policies [Line Items]
Percentage of revenue	73%	79%
Customer Concentration Risk [Member] | Accounts Receivables [Member]
Accounting Policies [Line Items]
Percentage of revenue	64%	69%

Revenue, Revenues Earned by Lin

Revenue, Revenues Earned by Line of Service (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 88,386	$ 29,237	$ 47,433
Subscription Revenue
Disaggregation of Revenue [Line Items]
Revenue	31,679	27,946	45,117
Services Revenue
Disaggregation of Revenue [Line Items]
Revenue	56,707	1,291	2,316
Services Revenue | Breach Services
Disaggregation of Revenue [Line Items]
Revenue	54,791
Services Revenue | Other Services
Disaggregation of Revenue [Line Items]
Revenue	$ 1,916	$ 1,291	$ 2,316

Revenue, Revenues Earned Based

Revenue, Revenues Earned Based on Geographic Locations (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 88,386	$ 29,237	$ 47,433
United States
Disaggregation of Revenue [Line Items]
Revenue	80,674	21,916	35,859
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 7,712	$ 7,321	$ 11,574

Revenue (Details)

Revenue (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 111.5
Non-US | Revenue [Member] | Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of revenue	10%	10%	10%

Revenue (Details1)

Revenue (Details1) $ in Millions	Jan. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 111.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 92.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 13.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 5.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

Revenue, Summary of Components

Revenue, Summary of Components of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Accounts Receivable, Net [Member]
Disaggregation of Revenue [Line Items]
Assets:	$ 29,609	$ 17,046
Deferred Contract Acquisition Costs, Current and Non-current [Member]
Disaggregation of Revenue [Line Items]
Assets:	13,207	11,655
Deferred Revenue Current and Non-current [Member]
Disaggregation of Revenue [Line Items]
Liabilities:	$ 53,958	$ 38,831

Revenue, Summary of Significant

Revenue, Summary of Significant Components of Changes in Contract Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Revenue recognized that was included in the opening deferred revenue balance	$ 31,406	$ 27,733
Remaining deferred revenue acquired in business acquisition	$ 21,337	$ 256

Revenue from Contracts with C_3

Revenue from Contracts with Customers, Summary of Breach Revenue From Contract with Customers (Details) - ID Experts Holdings Inc And Subsidiary Member - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total breach services	$ 64,078	$ 102,719
Notification Services [Member]
Disaggregation of Revenue [Line Items]
Total breach services	8,386	8,834
Call Center and Identity Protection Services [Member]
Disaggregation of Revenue [Line Items]
Total breach services	$ 55,692	$ 93,885

Revenue from Contracts with C_4

Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 88,386	$ 29,237		$ 47,433
Remaining performance obligations	$ 111,500
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Revenue			$ 66,758		$ 106,072
Amortization expense of capitalized contracts costs			7,800		8,700
ID Experts Holdings, Inc. and Subsidiary [Member] | Membership Services [Member]
Disaggregation of Revenue [Line Items]
Revenue			$ 2,700		$ 3,300

Revenue from Contracts with C_5

Revenue from Contracts with Customers 1 (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021	Jan. 31, 2023
Disaggregation of Revenue [Line Items]
Remaining performance obligations			$ 111,500
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations			92,600
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations			13,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations			$ 5,100
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Capitalized Contract Cost, Amortization	$ 7,800	$ 8,700
ID Experts Holdings, Inc. and Subsidiary [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-04
Disaggregation of Revenue [Line Items]
Remaining performance obligations	86,610
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-03
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 86,600

Revenue from Contracts with C_6

Revenue from Contracts with Customers, Summary of Total Value of Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 111,500
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 92,600
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 13,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 5,100
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
ID Experts Holdings Inc And Subsidiary Member | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-04
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 86,610
Revenue, Remaining Performance Obligation, Percentage		98%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		12 months
ID Experts Holdings Inc And Subsidiary Member | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		2%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		12 months
ID Experts Holdings Inc And Subsidiary Member | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		0%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		24 months
ID Experts Holdings Inc And Subsidiary Member | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		24 months
ID Experts Holdings Inc And Subsidiary Member | Breach [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-04
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 85,932
Revenue, Remaining Performance Obligation, Percentage		98%
ID Experts Holdings Inc And Subsidiary Member | Breach [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		2%
ID Experts Holdings Inc And Subsidiary Member | Breach [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		0%
ID Experts Holdings Inc And Subsidiary Member | Membership Services [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-04
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 678
Revenue, Remaining Performance Obligation, Percentage		100%
ID Experts Holdings Inc And Subsidiary Member | Membership Services [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		0%
ID Experts Holdings Inc And Subsidiary Member | Membership Services [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage		0%

Property and Equipment, Net, Su

Property and Equipment, Net, Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,041		$ 2,716
Less accumulated depreciation and amortization	(370)		(2,022)
Total property and equipment, net	671		694
ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 923		$ 1,197
Less accumulated depreciation and amortization		(798)		(1,070)
Total property and equipment, net		125		127
Computer Hardware and Purchase Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	907		2,136
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	20		337
Furniture and Office Equipment [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		351		603
Computer Equipment and Software [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		503		521
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 114		$ 243
Leasehold Improvements [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 69		$ 73

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 366,000	$ 322,000		$ 546,000
ID Experts Holdings Inc And Subsidiary Member
Property, Plant and Equipment [Line Items]
Depreciation and amortization			$ 46,000		$ 121,000
Maximum [Member] | ID Experts Holdings Inc And Subsidiary Member
Property, Plant and Equipment [Line Items]
Depreciation and amortization			$ 100,000		$ 100,000

Property and Equipment, Net, _2

Property and Equipment, Net, Summary of Property and Equipment, Net by Geographic Location (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 671	$ 694
United States
Property, Plant and Equipment [Line Items]
Property and equipment, net	473	476
India
Property, Plant and Equipment [Line Items]
Property and equipment, net	121	119
Chile
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 77	$ 99

Fair Value Measurements, Schedu

Fair Value Measurements, Schedule of Additional Information about Financial Assets Measured at Fair Value Recurring Basis (Details) - USD ($)	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021	Jan. 31, 2023	Jan. 31, 2022
Assets:
Total fair value of assets measured on a recurring basis			$ 0
Liabilities:
Convertible debt			97,200,000
Level 1 [Member]
Assets:
Total fair value of assets measured on a recurring basis			557,000
Recurring [Member]
Assets:
Total fair value of assets measured on a recurring basis			557,000
Liabilities:
Total financial liabilities			5,026,000	$ 10,709,000
Warrant liabilities				(10,709,000)
Recurring [Member] | Level 1 [Member]
Liabilities:
Total financial liabilities			1,373,000	0
Warrant liabilities				0
Recurring [Member] | Level 2 [Member]
Liabilities:
Total financial liabilities			1,208,000	0
Warrant liabilities				0
Recurring [Member] | Level 3 [Member]
Liabilities:
Total financial liabilities			$ 2,445,000	10,709,000
Warrant liabilities				$ (107,090,000)
ID Experts Holdings, Inc. and Subsidiary [Member] | Convertible Debt [Member]
Liabilities:
Beginning balance	$ 2,445	$ 1,733
Loss from change in fair value	$ 589	$ 712
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	General and Administrative Expense	General and Administrative Expense
Ending balance	$ 3,034	$ 2,445
ID Experts Holdings, Inc. and Subsidiary [Member] | Level 3 [Member] | Warrant [Member]
Liabilities:
Beginning balance	1,989,000
Warrant reclassification	(272,000)	46,000
Warrant exercised	(1,850,000)
Loss from change in fair value	$ 133,000	$ (1,943,000)
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net
Ending balance		$ 1,989,000
ID Experts Holdings, Inc. and Subsidiary [Member] | Recurring [Member]
Assets:
Cash and cash equivalents	$ 16,284,000	17,986,000
Total fair value of assets measured on a recurring basis	16,284,000	17,986,000
Liabilities:
Convertible debt	3,034,000	2,445,000
Total financial liabilities	3,034,000
Warrant liabilities		1,989,000
Total fair value of liabilities measured on a recurring basis		4,434,000
ID Experts Holdings, Inc. and Subsidiary [Member] | Recurring [Member] | Level 1 [Member]
Assets:
Cash and cash equivalents	16,284,000	17,986,000
Total fair value of assets measured on a recurring basis	16,284,000	17,986,000
ID Experts Holdings, Inc. and Subsidiary [Member] | Recurring [Member] | Level 3 [Member]
Liabilities:
Convertible debt	3,034,000	2,445,000
Total financial liabilities	$ 3,034,000
Warrant liabilities		1,989,000
Total fair value of liabilities measured on a recurring basis		$ 4,434,000

Fair Value Measurements, Summar

Fair Value Measurements, Summary of Significant Unobservable Inputs (Details) - ID Experts Holdings, Inc. and Subsidiary [Member]	Aug. 03, 2022	Dec. 31, 2021
Probabilities of Conversion Provisions [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs	95	75
Estimated Timing of Conversions [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs	0.37	0.97
Time Period to Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs	0.37	0.97
Risk-Adjusted Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs	23.26	23.26

Fair Value Measurements, Summ_2

Fair Value Measurements, Summary of Liabilities Carried at Fair Value (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Assets:
Total financial assets	$ 0
Liabilities:
Sponsor earnout shares	2,445		$ 0
Public Warrants [Member]
Liabilities:
Warrant liabilities	1,400	$ 4,200
Private Warrants [Member]
Liabilities:
Warrant liabilities	1,200	$ 3,700
Level 1 [Member]
Assets:
Total financial assets	557
Level 1 [Member] | Money Market Funds [Member]
Assets:
Cash equivalents	557
Recurring [Member]
Assets:
Total financial assets	557
Liabilities:
Warrant liabilities			$ (10,709)
Derivative Liability, Statement of Financial Position [Extensible Enumeration]			Derivative Liability, Noncurrent
Sponsor earnout shares	(2,445)
Total financial liabilities	(5,026)		$ (10,709)
Recurring [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	(1,373)
Recurring [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	(1,208)
Recurring [Member] | Money Market Funds [Member]
Assets:
Cash equivalents	557
Recurring [Member] | Level 1 [Member]
Liabilities:
Warrant liabilities			0
Sponsor earnout shares	0
Total financial liabilities	(1,373)		0
Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	(1,373)
Recurring [Member] | Level 1 [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	0
Recurring [Member] | Level 2 [Member]
Liabilities:
Warrant liabilities			0
Sponsor earnout shares	0
Total financial liabilities	(1,208)		0
Recurring [Member] | Level 2 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	0
Recurring [Member] | Level 2 [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	(1,208)
Recurring [Member] | Level 2 [Member] | Money Market Funds [Member]
Assets:
Cash equivalents	0
Recurring [Member] | Level 3 [Member]
Liabilities:
Warrant liabilities			$ (107,090)
Derivative Liability, Statement of Financial Position [Extensible Enumeration]			Derivative Liability, Noncurrent
Sponsor earnout shares	(2,445)
Total financial liabilities	(2,445)		$ (10,709)
Recurring [Member] | Level 3 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	0
Recurring [Member] | Level 3 [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	0
Recurring [Member] | Level 3 [Member] | Money Market Funds [Member]
Assets:
Cash equivalents	$ 0

Fair Value Measurements, Summ_3

Fair Value Measurements, Summary of Significant Unobservable Inputs of Preferred and Common Stock Warrant (Details) - Level 3 [Member] - ID Experts Holdings, Inc. and Subsidiary [Member]	Dec. 31, 2021
Preferred Stock Warrants [Member]
Fair Value Measurements [Abstract]
Volatility rate	33
Term	7 years
Discount Rate	1.44%
Common Stock Warrants [Member]
Fair Value Measurements [Abstract]
Volatility rate	33
Term	4 years
Discount Rate	1.12%

Acquisitions (Details)

Acquisitions (Details)		6 Months Ended		12 Months Ended
	Aug. 03, 2022 USD ($) shares	Jan. 31, 2023 USD ($) $ / shares shares	Aug. 03, 2022 USD ($) shares	Jan. 31, 2022 USD ($) shares	Aug. 04, 2022 USD ($)	Jan. 31, 2021 USD ($)
Business Acquisition [Line Items]
Common stock, shares issued (in shares) | shares		118,190,135		42,892,897
Number of shares purchased by issuing warrants | shares	860,064		860,064
Net proceeds from completion of convertible debt	$ 149,900,000	$ 149,872,000
Net cash proceeds			$ 7,412,000	$ 19,965,000
Payments for common stock		24,626,000
Net amount remaining in trust account	10,200,000		10,200,000
Aggregate cash consideration paid				3,792,000
Business acquisition, transaction related expenses		8,500,000
Payment of deferred underwriting fee		6,054,000
Banking and advisory fees and deferred underwriting fees offset amount	(1,000,000)
Goodwill	$ 35,002,000	406,608,000	35,002,000	35,002,000	$ 1,105,258,000	$ 28,614,000
Revenue		88,386,000	29,237,000	47,433,000
Subscriptions [Member]
Business Acquisition [Line Items]
Revenue			27,946,000	45,117,000
Service [Member]
Business Acquisition [Line Items]
Revenue		$ 56,707,000	1,291,000	$ 2,316,000
Class A Ordinary Shares [Member]
Business Acquisition [Line Items]
Ordinary shares, redeemed (in shares) | shares	2,419,687
Share price | $ / shares		$ 10.18
Payments for common stock	$ 24,600,000
Directors and Officers Insurance Policy [Member]
Business Acquisition [Line Items]
Business acquisition, transaction related expenses	1,200,000		1,200,000
Legal, Accounting, and Other Service Providers [Member]
Business Acquisition [Line Items]
Business acquisition, transaction related expenses	8,300,000		8,300,000
PIPE Investors [Member]
Business Acquisition [Line Items]
Investment	20,000,000		$ 20,000,000
Net cash proceeds	$ 10,000,000
IDX [Member]
Business Acquisition [Line Items]
Exchange Ratio	0.692629		0.692629
Common stock, shares issued (in shares) | shares	27,849,942		27,849,942
Business combination, Options to purchase common shares | shares	1,778,919		1,778,919
Incremental compensation expense	$ 0
Aggregate cash consideration paid	44,447,000
Business acquisition, transaction related expenses	1,500,000		$ 1,500,000
Goodwill	286,468,000		286,468,000
Amount of goodwill recognized is expected to be deductible for income tax purposes	0		0
IDX [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Aggregate cash consideration paid	44,500,000
IDX [Member] | Subscriptions [Member]
Business Acquisition [Line Items]
Revenue		$ 2,300,000
IDX [Member] | Service [Member]
Business Acquisition [Line Items]
Revenue		$ 54,800,000
IDX [Member] | Notes Payable [Member]
Business Acquisition [Line Items]
Repayments of notes payable	12,500,000
IDX [Member] | Banking and Advisory Fees [Member]
Business Acquisition [Line Items]
Business acquisition, transaction related expenses	1,500,000		$ 1,500,000
IDX [Member] | PIPE Investors [Member]
Business Acquisition [Line Items]
Transfer to Investments	$ 5,000,000
Zero Fox [Member]
Business Acquisition [Line Items]
Date of agreement		Dec. 17, 2021
Effective date of acquisition	Aug. 03, 2022
Exchange Ratio	0.286277		0.286277
Common stock, shares issued (in shares) | shares	82,030,308		82,030,308
Business combination, Options to purchase common shares | shares	6,380,458		6,380,458
Incremental compensation expense	$ 0
Business acquisition, transaction related expenses	8,500,000		$ 8,500,000
Goodwill	818,797,000		818,797,000
Amount of goodwill recognized is expected to be deductible for income tax purposes	0		0
Zero Fox [Member] | Subscriptions [Member]
Business Acquisition [Line Items]
Revenue		$ 29,400,000
Zero Fox [Member] | Service [Member]
Business Acquisition [Line Items]
Revenue		$ 1,900,000
Zero Fox [Member] | Notes Payable [Member]
Business Acquisition [Line Items]
Repayments of notes payable	37,500,000
Payments of prepayment penalty, accrued interest and legal fees	1,200,000
Zero Fox [Member] | Banking and Advisory Fees [Member]
Business Acquisition [Line Items]
Business acquisition, transaction related expenses	8,500,000		$ 8,500,000
Zero Fox [Member] | PIPE Investors [Member] | Notes Payable [Member]
Business Acquisition [Line Items]
Notes payable returned	5,000,000
Interest accrued on notes payable	200,000
L&F [Member]
Business Acquisition [Line Items]
Payment of deferred underwriting fee	$ 6,100,000

Acquisitions, Summary of Estima

Acquisitions, Summary of Estimated Fair value of Purchase Consideration Paid (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2023
Business Acquisition [Line Items]
Common Stock, Shares, Issued		42,892,897	118,190,135
Cash consideration paid to IDX shareholders		$ 3,792
Business acquisition, transaction related expenses			$ 8,500
Zero Fox [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Issued	82,030,308
Closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022	$ 10.95
Fair value of Common Stock issued	$ 898,232
Repayment of debt and interest	37,674
Business acquisition, transaction related expenses	8,500
Total consideration paid	949,406
Zero Fox [Member] | PIPE Investors [Member]
Business Acquisition [Line Items]
Repayment of debt and interest	$ 5,000
IDX [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Issued	27,849,942
Closing price per share of the Company's Common Stock (ZFOX) on August 3, 2022	$ 10.95
Fair value of Common Stock issued	$ 304,957
Cash consideration paid to IDX shareholders	44,447
Repayment of debt and interest	12,484
Business acquisition, transaction related expenses	1,500
Total consideration paid	368,388
IDX [Member] | PIPE Investors [Member]
Business Acquisition [Line Items]
Cash consideration gross up for offset of PIPE subscribers also IDX holders	$ 5,000

Acquisitions, Summary of Prelim

Acquisitions, Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 04, 2022	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 406,608	$ 1,105,258	$ 35,002	$ 35,002	$ 28,614
Deferred revenue, net of current portion			6,325
Zero Fox [Member]
Business Acquisition [Line Items]
Cash and cash equivalents			2,806
Accounts receivable			13,961
Deferred contract acquisitions costs, current			4,909
Prepaid expenses and other assets			2,201
Property and equipment			598
Deferred contract acquisitions costs, net of current portion			6,854
Other assets			341
Goodwill			818,797
Intangible assets			185,000
Total assets acquired			1,035,467
Accounts payable			4,310
Accrued liabilities			3,921
Current portion of long term debt			938
Deferred revenue, current			35,432
Deferred tax liability			10,652
Long term debt			16,851
Warrants liabilities			7,632
Total liabilities assumed			86,061
Total consideration transferred			949,406
IDX [Member]
Business Acquisition [Line Items]
Cash and cash equivalents			13,727
Accounts receivable			11,944
Prepaid expenses and other assets			3,068
Property and equipment			125
Deferred contract acquisitions costs, net of current portion			177
Other assets			12
Goodwill			286,468
Intangible assets			100,500
Total assets acquired			416,021
Accounts payable			7,568
Accrued liabilities			6,299
Deferred revenue, current			9,314
Deferred tax liability and uncertain tax positions			22,930
Deferred revenue, net of current portion			1,522
Total liabilities assumed			47,633
Total consideration transferred			$ 368,388

Acquisitions, Summary of Intang

Acquisitions, Summary of Intangible Assets Identified, Estimated Useful Lives and Methodologies Used to Determine Fair Values (Details) $ in Thousands	Aug. 03, 2022 USD ($)
Zero Fox [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 185,000
Zero Fox [Member] | Trade Names and Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 21,000
Useful Life (in years)	10 years
Fair Value Methodology	Relief from Royalty method
Zero Fox [Member] | Internally Developed Technology[ Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 81,000
Useful Life (in years)	5 years
Fair Value Methodology	Relief from Royalty method
Zero Fox [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 83,000
Useful Life (in years)	9 years
Fair Value Methodology	Multi-period Excess Earnings method of the Income Approach
IDX [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 100,500
IDX [Member] | OPM Contract [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 63,500
Useful Life (in years)	6 years
Fair Value Methodology	Multi-period excess earnings method of income approach
IDX [Member] | Trade Names and Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 14,300
Useful Life (in years)	10 years
Fair Value Methodology	Relief from royalty method
IDX [Member] | Internally Developed Technology[ Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 14,800
Useful Life (in years)	5 years
Fair Value Methodology	Replacement cost method
IDX [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 4,000
Useful Life (in years)	9 years
Fair Value Methodology	Multi-period excess earnings method of income approach
IDX [Member] | Breach-Related Contracts [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 3,900
Useful Life (in years)	1 year
Fair Value Methodology	Multi-period excess earnings method of income approach

Schedule of Unaudited Proforma

Schedule of Unaudited Proforma Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Business Acquisition [Line Items]
Total revenue	$ 175,706	$ 153,748
Net loss after tax	(737,269)	(61,714)
Subscription [Member]
Business Acquisition [Line Items]
Total revenue	61,836	48,309
Services [Member]
Business Acquisition [Line Items]
Total revenue	$ 113,870	$ 105,439

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Summary of Changes in Fair Value of Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 35,002	$ 28,614
Impairment	(698,650)
Adjustment related to business acquisitions		675
Business acquisition		5,713
Goodwill, ending balance	$ 406,608	$ 35,002

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details) - USD ($)	6 Months Ended
	Jan. 31, 2023	Oct. 31, 2022	Aug. 04, 2022	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2021
Goodwill [Line Items]
Goodwill impairment charge	$ 698,650,000
Carrying value of goodwill	406,608,000		$ 1,105,258,000	$ 35,002,000	$ 35,002,000	$ 28,614,000
Impairment of long-lived assets	0
Reporting Unit [Member]
Goodwill [Line Items]
Goodwill impairment charge	698,700,000
Fair value of goodwill		$ 675,000,000
Carrying value of goodwill	$ 1,373,700,000	$ 1,373,700,000

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets, Summary of Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 285,500	$ 18,150
Accumulated Amortization	(23,056)	(3,940)
Net Carrying Amount	$ 262,444	$ 14,210
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	8 years 7 months 6 days	6 years
Gross Carrying Amount	$ 154,400	$ 15,450
Accumulated Amortization	(11,894)	(3,239)
Net Carrying Amount	$ 142,506	$ 12,211
Developed Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	5 years	5 years
Gross Carrying Amount	$ 95,800	$ 2,560
Accumulated Amortization	(9,425)	(621)
Net Carrying Amount	$ 86,375	$ 1,939
Trademarks and Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	10 years	2 years
Gross Carrying Amount	$ 35,300	$ 140
Accumulated Amortization	(1,737)	(80)
Net Carrying Amount	$ 33,563	$ 60

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets, Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Fiscal 2024	$ 42,981
Fiscal 2025	38,968
Fiscal 2026	38,968
Fiscal 2027	38,968
Fiscal 2028	29,542
Thereafter	73,017
Total amortization of intangible assets expense	$ 262,444	$ 14,210

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets, Summary of Recognized Amortization of Intangible Assets Expense Recognized in Condensed Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 23,056	$ 1,604	$ 3,022
Cost of Revenue [Member] | Subscriptions [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	9,425	260	481
Sales and Marketing [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	11,894	1,308	2,478
General and Administrative [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 1,737	$ 36	$ 63

Leases (Details)

Leases (Details) - USD ($) $ in Millions	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Total net cost for operating leases	$ 1.6	$ 1.6
Operating leases cash payments	$ 1.6	$ 1.6
Rental expenses				$ 0.9
ID Experts Holdings, Inc. and Subsidiary [Member]
Lessee, Lease, Description [Line Items]
Rental expenses			$ 0.2		$ 0.4
Minimum [Member]
Lessee, Lease, Description [Line Items]
Operating leases remaining terms	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Operating leases remaining terms	3 years

Leases, Summary of Supplemental

Leases, Summary of Supplemental Balance Sheet Information Related to Lease Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 04, 2022
Leases [Abstract]
Operating ROU assets	$ 720	$ 1,200
Operating lease liabilities, current	406
Operating lease liabilities, net of current portion	427
Total operating lease liabilities	$ 833	$ 1,300
Weighted average remaining lease term	1 year 8 months 12 days
Weighted average discount rate	4.80%

Leases, Summary of Maturities o

Leases, Summary of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 26, 2023	Aug. 04, 2022
Lessee, Lease, Description [Line Items]
2023/2024	$ 754
2024/2025	538
2026	64
Total minimum lease payments	1,356	$ 1,700
Less: imputed interest	(523)
Total lease payments	$ 833		$ 1,300

Debt, Summary of Debt Outstandi

Debt, Summary of Debt Outstanding (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Debt Instrument [Line Items]
Gross Balance	$ 173,908		$ 53,313
Unamortized Debt Discount			(445)
Unamortized Deferred Debt Issuance Costs	(127)		(1,182)
Discount on Note Payable			(213)
Total long-term debt	173,781		51,473
Current portion of long-term debt	15,938		5,970
Long-term debt	$ 157,843		$ 45,503
PIK [Member]
Debt Instrument [Line Items]
Stated Interest Rate		8.75%
Stifel Bank [Member]
Debt Instrument [Line Items]
Stated Interest Rate	8.50%		4.50%
Effective Interest Rate	8.50%		6.50%
Gross Balance	$ 15,000		$ 15,000
Unamortized Debt Discount			(96)
Unamortized Deferred Debt Issuance Costs			(574)
Total long-term debt	$ 15,000		$ 14,330
Orix Growth Capital, LLC [Member]
Debt Instrument [Line Items]
Stated Interest Rate			10%
Effective Interest Rate			12.13%
Gross Balance			$ 30,000
Unamortized Debt Discount			(349)
Unamortized Deferred Debt Issuance Costs			(608)
Total long-term debt			$ 29,043
InfoArmor [Member]
Debt Instrument [Line Items]
Stated Interest Rate	5.50%		5.50%
Effective Interest Rate	5.50%		5.50%
Gross Balance	$ 2,344		$ 3,281
Discount on Note Payable			(213)
Total long-term debt	$ 2,344		$ 3,068
PIPE Investors [Member]
Debt Instrument [Line Items]
Stated Interest Rate			5%
Effective Interest Rate			5%
Gross Balance			$ 5,032
Total long-term debt			$ 5,032
Convertible Notes [Member]
Debt Instrument [Line Items]
Stated Interest Rate	7%
Effective Interest Rate	8.53%
Gross Balance	$ 156,564
Unamortized Deferred Debt Issuance Costs	(127)
Total long-term debt	$ 156,437
Convertible Notes [Member] | PIK [Member]
Debt Instrument [Line Items]
Stated Interest Rate	8.75%

Debt (Details)

Debt (Details) - USD ($)

1 Months Ended

6 Months Ended

12 Months Ended

Aug. 03, 2022

Jun. 07, 2021

Jan. 07, 2021

Feb. 28, 2022

Jan. 31, 2023

Aug. 03, 2022

Jan. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

Jan. 31, 2022

Aug. 04, 2022

Dec. 31, 2021

Dec. 08, 2021

Jan. 31, 2021

Debt Instrument [Line Items]

Net cash proceeds

$ 7,412,000

$ 19,965,000

Debt issuance cost

$ 1,885,000

$ 127,000

$ 1,885,000

$ 127,000

$ 1,627,000

$ 120,000

$ 1,425,000

Warrants issued

860,065

860,065

Ordinary shares, shares issued (in shares)

118,190,135

118,190,135

42,892,897

Current portion of long-term debt

$ 15,938,000

$ 15,938,000

$ 5,970,000

Current Portion of Long-term Debt [Member]

Debt Instrument [Line Items]

Current portion of long-term debt

$ 156,400,000

$ 156,400,000

Zero Fox [Member]

Debt Instrument [Line Items]

Repayment of debt

$ 37,674,000

Purchase price

$ 949,406,000

Ordinary shares, shares issued (in shares)

82,030,308

82,030,308

Convertible Senior Cash [Member]

Debt Instrument [Line Items]

Investors agreed purchase value in aggregate principal amount

$ 150,000,000

$ 150,000,000

Debt instrument, percentage

7%

7%

Convertible Notes Maturity Date

Aug. 03, 2025

Ordinary shares, shares issued (in shares)

86.9565

86.9565

Outstanding principal and accrued interest

$ 1,000

Accrued and unpaid interest percentage

100%

Convertible notes financing

$ 150,000,000

$ 150,000,000

Debt Instrument, Convertible, Conversion Price

$ 11.50

$ 11.50

Increase in default rate of interest

2%

Payment in Kind (PIK) Note [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

8.75%

8.75%

First Year [Member] | Convertible Senior Cash [Member]

Debt Instrument [Line Items]

Percentage of stock price trigger

150%

Number of threshold trading days

20 days

Number of consecutive threshold consecutive trading days

30 days

Second Year [Member] | Convertible Senior Cash [Member]

Debt Instrument [Line Items]

Percentage of stock price trigger

130%

Number of threshold trading days

20 days

Number of consecutive threshold consecutive trading days

30 days

Orix Growth Capital, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

10%

Debt instrument interest option

12.13%

Orix Growth Capital, LLC [Member] | Amended Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Borrowing amount

$ 7,500,000

Net cash proceeds

7,400,000

Debt issuance cost

100,000

Cumulative outstanding principal of loan

37,500,000

Repayment of debt

38,700,000

Prepayement penalty

$ 1,200,000

Orix Growth Capital, LLC [Member] | Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Borrowing amount

$ 30,000,000

Loan maturity date

Jan. 07, 2026

Repayment of debt

20,000,000

$ 2.5

Repayment of debt remaining amount

$ 10,000,000

Loan and security agreement percentage

1%

Debt instrument, percentage

10%

10%

Orix Growth Capital, LLC [Member] | Before January 7, 2023 [Member] | Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Early debt redemption discount percentage

3%

Orix Growth Capital, LLC [Member] | Thereafter January 7, 2023 and Prior To Maturity Date [Member]

Debt Instrument [Line Items]

Early debt redemption discount percentage

2%

Convertible Notes [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

7%

7%

Debt instrument interest option

8.53%

8.53%

Convertible Notes [Member] | Payment in Kind (PIK) Note [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

8.75%

8.75%

PIPE Investors [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

5%

Debt instrument interest option

5%

PIPE Investors [Member] | Bridge Notes [Member]

Debt Instrument [Line Items]

Repayment of debt

$ 200,000

Principle value of related notes

$ 5,000,000

Bridge notes issued

$ 5,000,000

Bridge Loan Issued to Related Parties

$ 4,800,000

Debt instrument, percentage

5%

Stifel Note [Member] | Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Borrowing amount

$ 10,000,000

$ 5,000,000

$ 5,000,000

Loan maturity date

Jan. 07, 2024

Cumulative outstanding principal of loan

$ 15,000,000

$ 15,000,000

Repayment of debt

$ 10,000,000

Loan and security agreement percentage

1%

Percentage of Late Fee Changed on Unpaid Amount

5%

Debt instrument, percentage

4.50%

Increase in default rate of interest

4%

Stifel Note [Member] | Loan and Security Agreement [Member] | Prime Rate [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

1%

InfoArmor Note [Member] | Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Loan maturity date

Jun. 07, 2025

InfoArmor Note [Member] | Promissory Note Payable [Member]

Debt Instrument [Line Items]

Repayment of debt

$ 200,000

Debt instrument, percentage

5.50%

InfoArmor Note [Member] | Promissory Note Payable [Member] | Current Portion of Long-term Debt [Member]

Debt Instrument [Line Items]

Repayment of debt

$ 900,000

InfoArmor Note [Member] | Promissory Note Payable [Member] | Vigilante [Member]

Debt Instrument [Line Items]

Borrowing amount

$ 3,800,000

Series E Redeemable Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Exercise price of the warrant

$ 1.86205

Series E Redeemable Convertible Preferred Stock [Member] | Orix Growth Capital, LLC [Member] | Amended Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Warrants issued

161,112

Exercise price of the warrant

$ 1.86205

Series E Redeemable Convertible Preferred Stock [Member] | Stifel Note [Member] | Amended Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Warrants issued

161,113

Series E Redeemable Convertible Preferred Stock [Member] | Stifel Note [Member] | Loan and Security Agreement [Member]

Debt Instrument [Line Items]

Exercise price of the warrant

$ 1.86205

Accrued Compensation, Accrued_3

Accrued Compensation, Accrued Expenses, and Other Current Liabilities, Summary of Accrued Compensation, Accrued Expenses, and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Accrued Liabilities, Current [Abstract]
Accrued employee compensation	$ 1,098	$ 500
Accrued commissions	1,408	2,010
Accrued bonuses	3,893	1,366
Accrued payroll-related expenses	242	630
Other current liabilities	12,110	2,514
Total accrued expense	$ 18,751	$ 7,020

Leases, Summary of Future Minim

Leases, Summary of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 26, 2023	Aug. 03, 2022
Lessee, Lease, Description [Line Items]
2023/2024	$ 754
2024/2025	538
Total minimum lease payments	$ 1,356	$ 1,700
ID Experts Holdings, Inc. and Subsidiary [Member]
Lessee, Lease, Description [Line Items]
2022 (Remaining quarters)			$ 178
2023/2024			149
2024/2025			48
Total minimum lease payments			$ 375

Long-term Debt, Summary of Debt

Long-term Debt, Summary of Debt (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current maturity term loan	$ 15,938		$ 5,970
Long-term debt, net of deferred financing costs	157,843		45,503
Total long-term debt	$ 173,781		$ 51,473
ID Experts Holdings, Inc. and Subsidiary [Member]
Debt Instrument [Line Items]
Current maturity term loan		$ 3,333		$ 1,667
Long-term debt, net of deferred financing costs		6,100		8,319
Total long-term debt		9,433		9,986
Term Loan [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Debt Instrument [Line Items]
Current maturity term loan		3,333		1,667
Long-term debt, net of deferred financing costs		$ 6,100		$ 8,319

Long-term Debt, Schedule of Fut

Long-term Debt, Schedule of Future Contractual Maturities for Long-term Debt Outstanding (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 04, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021	Jan. 31, 2021
Long-term debt by maturity [Line Items]
Total	$ 173,908			$ 53,313
Less net debt issuance costs	(127)	$ (120)	$ (1,885)	(1,627)		$ (1,425)
Total long-term debt	$ 173,781			$ 51,473
ID Experts Holdings, Inc. and Subsidiary [Member]
Long-term debt by maturity [Line Items]
2022 (Remaining quarters)			1,111
2023			3,333
2024			3,333
2025			1,668
Total			9,445
Less net debt issuance costs			(12)
Total long-term debt			$ 9,433		$ 9,986

Long-term Debt (Details)

Long-term Debt (Details) - Term Loan [Member] - ID Experts Holdings, Inc. and Subsidiary [Member] - USD ($) $ in Millions	7 Months Ended
	Aug. 03, 2022	Dec. 29, 2020
Debt Instrument [Line Items]
Borrowing amount		$ 10
Debt instrument maturity date	Jun. 01, 2025
Debt instrument variable rate	6.25%
Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable rate	1.50%

Convertible Debt Loan, Addition

Convertible Debt Loan, Additional Information (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - USD ($) $ in Thousands	1 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2018	Aug. 03, 2022	Dec. 31, 2021
Convertible Debt Loans [Line Items]
Convertible debt	$ 1,400
Change in fair value of debt		$ 589	$ 712
Convertible Debt [Member]
Convertible Debt Loans [Line Items]
Interest rate	12%
Percentage of shares price, option to convert notes by related party lenders	80%
Percentage of outstanding value of notes and accrued interest receivable by related party lenders	150%
Change in fair value of debt		$ 600	$ 700

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands

1 Months Ended

6 Months Ended

7 Months Ended

12 Months Ended

Aug. 03, 2022 USD ($) $ / shares shares

Feb. 14, 2022 USD ($) shares

Jan. 31, 2022 USD ($) shares

Dec. 08, 2021 $ / shares shares

May 07, 2021 USD ($) shares

Jan. 31, 2021 shares

Jan. 07, 2021 $ / shares shares

Jun. 26, 2019 $ / shares shares

Jun. 01, 2017 $ / shares shares

Feb. 28, 2022 $ / shares shares

Jan. 31, 2023 USD ($) $ / shares shares

Aug. 03, 2022 USD ($) $ / shares shares

Aug. 03, 2022 USD ($) $ / shares shares

Jan. 31, 2022 USD ($) shares

Dec. 31, 2021 USD ($) shares

Jul. 29, 2022 shares

Jul. 28, 2022 shares

Jul. 26, 2022 shares

Dec. 31, 2020 shares

Dec. 18, 2018 $ / shares shares

Aug. 02, 2016 $ / shares shares

Jul. 29, 2016 shares

Feb. 28, 2015 $ / shares shares

Warrants [Abstract]

Period warrants to become exercisable after completion of business combination

30 days

Warrants issued to purchase preferred stock | shares

161,112

Fair value of warrants | $

$ 7,632

$ 7,632

$ 7,632

Exercise of warrants (in shares) | shares

784,907

784,907

Fair Value Adjustment of Warrants | $

$ (5,364)

$ 2,059

$ 7,375

Warrants issued | shares

860,065

860,065

860,065

Change in fair value of warrants | $

$ (5,364)

$ 2,059

$ 7,375

Series E Warrants [Member]

Warrants [Abstract]

Warrants expiration period

10 years

Warrants exercise price (in dollars per share) | $ / shares

$ 6.50

$ 1.86205

$ 6.50

$ 6.50

Exercise price of the warrant | $ / shares

$ 6.50

1.86205

$ 6.50

$ 6.50

Fair value of warrants | $

$ 684

$ 684

$ 684

Exercise of warrants (in shares) | shares

119,018

Warrants issued | shares

153,741

153,741

153,741

Series A Preferred Warrant [Member]

Warrants [Abstract]

Warrant expiration date

May 22, 2025

May 22, 2025

Series B Preferred Warrant [Member]

Warrants [Abstract]

Warrant expiration date

Sep. 01, 2026

SLWF II Loan [Member]

Warrants [Abstract]

Loan issuance date

Jun. 01, 2017

Warrants exercise price (in dollars per share) | $ / shares

$ 0.20

Exercise price of the warrant | $ / shares

$ 0.20

Warrant expiration date

Jun. 01, 2027

Hercules Loan [Member]

Warrants [Abstract]

Loan issuance date

Jun. 26, 2019

Line of credit | $

$ 5,000

Preferred stock warrants percentage

0.0400

Warrant expiration date

Jun. 26, 2029

Stifel Loan [Member]

Warrants [Abstract]

Loan issuance date

Jan. 07, 2021

Stifel Loan [Member] | Series E Preferred Warrant [Member]

Warrants [Abstract]

Warrant expiration date

Dec. 08, 2031

Jan. 07, 2031

Fair value of warrants | $

$ 900

$ 900

Orix Loan [Member]

Warrants [Abstract]

Loan issuance date

Jan. 07, 2021

Orix Loan [Member] | Series E Preferred Warrant [Member]

Warrants [Abstract]

Warrant expiration date

Jan. 07, 2031

Fair value of warrants | $

$ 2,000

$ 2,000

Class A Ordinary Shares [Member]

Warrants [Abstract]

Share price | $ / shares

10.18

Series C-1 Redeemable Convertible Preferred Stock [Member]

Warrants [Abstract]

Convertible preferred shares issued | shares

11,882,605

11,376,115

11,882,605

11,882,605

11,376,115

506,490

Series E Redeemable Convertible Preferred Stock [Member]

Warrants [Abstract]

Warrants exercise price (in dollars per share) | $ / shares

$ 1.86205

Exercise price of the warrant | $ / shares

$ 1.86205

Convertible preferred shares issued | shares

15,767,013

15,227,437

15,767,013

15,767,013

15,227,437

539,576

Common Stock [Member] | SLWF II Loan [Member]

Warrants [Abstract]

Shares issued (in shares) | shares

1,924,790

Series E Preferred Stock [Member] | Stifel Loan [Member]

Warrants [Abstract]

Warrants exercise price (in dollars per share) | $ / shares

$ 1.86

$ 1.86

Shares issued (in shares) | shares

161,113

107,408

Exercise price of the warrant | $ / shares

$ 1.86

$ 1.86

Series E Preferred Stock [Member] | Orix Loan [Member]

Warrants [Abstract]

Warrants exercise price (in dollars per share) | $ / shares

$ 1.86

Shares issued (in shares) | shares

644,451

Exercise price of the warrant | $ / shares

$ 1.86

Series A Preferred Stock [Member]

Warrants [Abstract]

Shares issued (in shares) | shares

124,903

Series B Preferred Stock [Member]

Warrants [Abstract]

Shares issued (in shares) | shares

146,341

C-1 Preferred Stock [Member] | Hercules Loan [Member]

Warrants [Abstract]

Share price | $ / shares

$ 1.23

Shares issued (in shares) | shares

160,546

487,805

Redemption of Warrants When Price Exceeds $18.00 [Member]

Warrants [Abstract]

Warrant redemption price (in dollars per share) | $ / shares

$ 0.01

Notice period to redeem warrants

30 days

Number of trading days

20 days

Trading day threshold period

30 days

Redemption of Warrants When Price Exceeds $18.00 [Member] | Minimum [Member]

Warrants [Abstract]

Share price | $ / shares

$ 18

Redemption of Warrants When Price Exceeds $10.00 [Member]

Warrants [Abstract]

Warrant redemption price (in dollars per share) | $ / shares

$ 0.10

Notice period to redeem warrants

30 days

Number of trading days

20 days

Trading day threshold period

30 days

Redemption of Warrants When Price Exceeds $10.00 [Member] | Minimum [Member]

Warrants [Abstract]

Share price | $ / shares

$ 10

ID Experts Holdings, Inc. and Subsidiary [Member]

Warrants [Abstract]

Fair Value Adjustment of Warrants | $

$ 133

$ 1,943

Change in fair value of warrants | $

133

$ 1,943

ID Experts Holdings, Inc. and Subsidiary [Member] | Preferred Stock Warrants [Member]

Warrants [Abstract]

Number of warrants outstanding (in shares) | shares

125,000

125,000

Warrants exercise price (in dollars per share) | $ / shares

$ 0.0001

Exercise price of the warrant | $ / shares

$ 0.0001

Fair Value Adjustment of Warrants | $

$ 0

$ 200

Warrants issued | shares

125,000

Warrants exercised | shares

(125,000)

Change in fair value of warrants | $

$ 0

$ 200

ID Experts Holdings, Inc. and Subsidiary [Member] | Common Stock Warrants Member

Warrants [Abstract]

Number of warrants outstanding (in shares) | shares

1,280,506

1,280,506

Warrants exercise price (in dollars per share) | $ / shares

$ 0.0001

$ 0.60

Exercise price of the warrant | $ / shares

$ 0.0001

$ 0.60

Fair Value Adjustment of Warrants | $

$ 100

$ 1,700

Warrants issued | shares

980,506

300,000

Warrants exercised | shares

(1,280,506)

Change in fair value of warrants | $

$ 100

$ 1,700

Reducing of warrant liability included within accrued expenses | $

$ 300

Increase in common stock | shares

300,000

980,460

ID Experts Holdings, Inc. and Subsidiary [Member] | Series A-2 Redeemable Convertible Preferred Stock [Member]

Warrants [Abstract]

Convertible preferred shares issued | shares

27,000,000

Increase in preferred stock shares | shares

124,994

Public Warrants [Member]

Warrants [Abstract]

Number of warrants outstanding (in shares) | shares

8,625,000

Warrants expiration period

5 years

Warrants exercise price (in dollars per share) | $ / shares

$ 0.49

$ 0.16

$ 0.49

$ 0.49

Fair value of warrants | $

$ 4,200

$ 1,400

$ 4,200

$ 4,200

Exercise price of the warrant | $ / shares

$ 0.49

$ 0.16

$ 0.49

$ 0.49

Private Warrants [Member]

Warrants [Abstract]

Number of warrants outstanding (in shares) | shares

7,588,430

Fair value of warrants | $

$ 3,700

$ 1,200

$ 3,700

$ 3,700

Public and Private Warrants Member

Warrants [Abstract]

Warrants exercise price (in dollars per share) | $ / shares

$ 11.50

Exercise price of the warrant | $ / shares

$ 11.50

Warrants, Details of Predecesso

Warrants, Details of Predecessor Warrants (Details) - USD ($)		6 Months Ended
	Aug. 03, 2022	Jan. 31, 2023	Dec. 18, 2018	Aug. 02, 2016	Feb. 28, 2015
Class of Warrant or Right [Line Items]
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	860,065
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	784,907	784,907
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 124,903
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	71,514
Exercise price of the warrant	$ 2.24	$ 0.64050
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	66,068
Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 146,341
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	83,788
Exercise price of the warrant	$ 2.87	0.82200
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	75,585
Common Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 1,924,790
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	551,022
Exercise price of the warrant	$ 0.70	0.20000
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	524,236
Series E Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 268,521
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	153,741
Exercise price of the warrant	$ 6.50	$ 1.86205
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	119,018
Preferred Stock Warrants [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Class of Warrant or Right [Line Items]
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock			125,000
Exercise price of the warrant			$ 0.0001
Common Stock Warrants [Member] | ID Experts Holdings, Inc. and Subsidiary [Member]
Class of Warrant or Right [Line Items]
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock				980,506	300,000
Exercise price of the warrant				$ 0.0001	$ 0.60

Warrants, Details of Preferred

Warrants, Details of Preferred and Common Stock Warrants (Details) - ID Experts Holdings Inc And Subsidiary Member - shares	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
Preferred Stock Warrants [Member]
Class of Warrant or Right [Line Items]
Beginning balance	125,000	125,000
Warrants exercised	(125,000)
Ending balance		125,000
Common Stock Warrants [Member]
Class of Warrant or Right [Line Items]
Beginning balance	1,280,506	1,280,506
Warrants exercised	(1,280,506)
Ending balance		1,280,506

Warrants, Summary of Assumption

Warrants, Summary of Assumptions Used in Estimating Fair Values of Warrants (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Aug. 03, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			860,065
Series E Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 1.86205		$ 6.50
Expected term of the warrant (in years)	10 years
Initial Valuation Date	February 10, 2022, December 8, 2021 & January 27, 2021
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			153,741
Liability			$ 268,521
Series E Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 1.86205
Price of the underlying share - stay private		$ 2.94
Volatility		36.71%
Risk-free rate		1.78%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 3.20
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		912,972
Liability		$ 2,922,000
Series E Warrants [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Price of the underlying share - stay private	$ 2.20
Volatility	36.38%
Risk-free rate	0.87%
Series E Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series E Warrants [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Price of the underlying share - stay private	$ 3.79
Volatility	40.64%
Risk-free rate	2.03%
Series E Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		9 years 10 months 24 days
Series C 1 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 1.23390
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 1.25
Volatility	51.90%
Risk-free rate	2.05%
Initial Valuation Date	June 26, 2019
Series C 1 Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 1.23390
Price of the underlying share - stay private		$ 2.76
Volatility		36.95%
Risk-free rate		1.77%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 3.71
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		648,350
Liability		$ 2,408,000
Series C 1 Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series C 1 Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		8 years 2 months 12 days
Common Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 0.20000		$ 0.70
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 0.20
Volatility	60%
Risk-free rate	2.21%
Initial Valuation Date	June 1, 2017
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			551,022
Liability			$ 1,924,790
Common Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 0.20000
Price of the underlying share - stay private		$ 1.85
Volatility		38.11%
Risk-free rate		1.64%
Price of the underlying share after conversion		$ 2.82
Fair value		$ 2.21
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1,924,790
Liability		$ 4,260,000
Common Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Common Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		5 years 3 months 18 days
Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 0.82200		$ 2.87
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 0.82
Volatility	60.41%
Risk-free rate	1.57%
Initial Valuation Date	September 1, 2016
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			83,788
Liability			$ 146,341
Series B Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 0.82200
Price of the underlying share - stay private		$ 3.70
Volatility		39.30%
Risk-free rate		1.57%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 4.05
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		146,341
Liability		$ 593,000
Series B Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series B Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 years 7 months 6 days
Series A Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 0.64050		$ 2.24
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 0.74
Volatility	66.74%
Risk-free rate	2.21%
Initial Valuation Date	May 22, 2015
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			71,514
Liability			$ 124,903
Series A Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 0.64050
Price of the underlying share - stay private		$ 3.70
Volatility		44.69%
Risk-free rate		1.42%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 4.21
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		124,903
Liability		$ 526,000
Series A Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series A Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		3 years 3 months 18 days

Warrants, Fair Value Estimate o

Warrants, Fair Value Estimate of Each Set of Predecessor Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 31, 2023	Aug. 03, 2022
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		860,065
Aggregate Estimated Fair Value		$ 7,632
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.64050	$ 2.24
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		71,514
Estimated Fair Value Per Warrant		$ 8.71
Aggregate Estimated Fair Value		$ 623
Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	0.82200	$ 2.87
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		83,788
Estimated Fair Value Per Warrant		$ 8.08
Aggregate Estimated Fair Value		$ 677
Common Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	0.20000	$ 0.70
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		551,022
Estimated Fair Value Per Warrant		$ 10.25
Aggregate Estimated Fair Value		$ 5,648
Series E Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.86205	$ 6.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		153,741
Estimated Fair Value Per Warrant		$ 4.45
Aggregate Estimated Fair Value		$ 684

Sponsor Earnout Shares (Details

Sponsor Earnout Shares (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Aug. 03, 2022	Jan. 31, 2023
Sponsor Earnout Shares [Line Items]
Common stock shares subject to potential forfeiture		1,293,750
Earnout period		Aug. 03, 2022
Sponsor Earnout Shares [Member]
Sponsor Earnout Shares [Line Items]
Business combination, initial liability	$ 12.1
Stock Equal to Greater Than $12.50 [Member]
Sponsor Earnout Shares [Line Items]
Share price	$ 12.50
Contingent equity, earnout period, threshold trading days	20 days
Contingent liability, earnout period, threshold consecutive trading days	30 days
Stock Equal to Greater Than $15.00 [Member]
Sponsor Earnout Shares [Line Items]
Share price	$ 15
Contingent equity, earnout period, threshold trading days	20 days
Contingent liability, earnout period, threshold consecutive trading days	30 days
Stock Equal to Greater Than $17.50 [Member]
Sponsor Earnout Shares [Line Items]
Share price	$ 17.50
Contingent equity, earnout period, threshold trading days	30 days

Sponsor Earnout Shares, Summary

Sponsor Earnout Shares, Summary of Assumptions, Inputs, and Fair Value Results (Details) - Sponsor Earnout Shares [Member]	Jan. 31, 2023 USD ($) $ / shares	Aug. 03, 2022 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI | $	$ 2,445	$ 12,079
Tranche I [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	$ 2.12	$ 10.06
Tranche II [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	1.88	9.32
Tranche III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	$ 1.67	$ 8.63
Per Share Price of Company Common Stock [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input | $	3.62	10.95
Annual Equity Volitility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input	65	50
Risk-Free Rate of Return [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input	3.70	2.86

Redeemable Convertible Prefer_2

Redeemable Convertible Preferred Stock (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - USD ($)	7 Months Ended
	Aug. 03, 2022	Jul. 29, 2016
Series A-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		6,000,000
Convertible preferred shares, par value		$ 0.0001
Share price (in dollars per share)		$ 0.85
Liquidation preference, Per share	$ 0.85
Conversion price	$ 2.6325
Gross proceeds from conversion	$ 50,000,000
Series A-2 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		27,000,000
Convertible preferred shares, par value		$ 0.0001
Share price (in dollars per share)		$ 1.053
Liquidation preference, Per share	$ 1.053
Conversion price	$ 2.6325
Gross proceeds from conversion	$ 50,000,000

Common Stock, Redeemable Conv_3

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) (Details) - USD ($)						1 Months Ended						6 Months Ended		7 Months Ended	12 Months Ended
	Oct. 01, 2021	Dec. 20, 2019	Nov. 20, 2015	Jun. 26, 2013	Jun. 21, 2013	Sep. 30, 2020	Dec. 31, 2019	May 31, 2018	Apr. 30, 2017	Nov. 30, 2015	Apr. 30, 2014	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018	Jul. 29, 2016
Stockholders' Deficit [Abstract]
Authorized capital stock												1,100,000,000			1,100,000,000
Common stock, shares issued (in shares)												118,190,135			118,190,135	42,892,897
Common stock, shares authorized (in shares)												1,000,000,000			1,000,000,000	319,462,878
Common Stock, Par or Stated Value Per Share												$ 0.0001			$ 0.0001	$ 0.00001
Common stock, shares outstanding (in shares)												118,190,135			118,190,135	42,892,897
Temporary equity, issuance costs							$ 200,000
Change in fair value of warrants												$ (5,364,000)	$ 2,059,000			$ 7,375,000
Redeemable convertible preferred stock												$ 0			$ 0	132,229,000
Loss on debt extinguishment		$ (1,100,000)
Discount on selling price			6.20%
Notes Payable, Other Payables [Member]
Stockholders' Deficit [Abstract]
Outstanding principal and accrued interest		$ 8,600,000
Common Stock [Member]
Stockholders' Deficit [Abstract]
Common stock, shares authorized (in shares)												1,000,000,000			1,000,000,000
Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)												100,000,000			100,000,000
Series E Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												$ 0.00001			$ 0.00001
Temporary equity additional stock issued during period shares new issues	7,117,379
Preferred stock issued	$ 16,400,000
Redeemable convertible preferred stock													36,291,000	$ 36,291,000		33,248,000
Series E Redeemable Convertible Preferred Stock [Member] | Cyveillance Acquisition [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)						8,110,058
Convertible preferred shares, par value						$ 2.09
Temporary equity, issuance costs						$ 100,000
Series D Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)							13,871,547
Convertible preferred shares, par value							$ 1.529930					0.00001			0.00001
Gross proceeds from conversion							$ 21,200,000
Redeemable convertible preferred stock													21,067,000	21,067,000		21,067,000
Series D-1 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												0.00001			0.00001
Temporary equity, number of shares redeemed		5,878,303
Fair value per share		$ 1.39
Redeemable convertible preferred stock		$ 8,200,000											8,171,000	8,171,000		8,171,000
Series D-2 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												0.00001			0.00001
Temporary equity, number of shares redeemed		993,868
Fair value per share		$ 1.46
Redeemable convertible preferred stock		$ 1,500,000											1,451	1,451		1,451,000
Series D-1 and Series D-2 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Redeemable convertible preferred stock		$ 9,600,000
Series C-1 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)								11,376,115
Convertible preferred shares, par value												0.00001			0.00001				$ 1.233901
Temporary equity, issuance costs																			$ 100,000
Gross proceeds from conversion								$ 14,000,000
Redeemable convertible preferred stock													16,836,000	16,836,000		13,979,000
Series C Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)									21,124,699
Convertible preferred shares, par value									$ 0.946759			0.00001			0.00001
Temporary equity, issuance costs									$ 100,000
Gross proceeds from conversion									$ 20,000,000
Redeemable convertible preferred stock													19,899,000	19,899,000		19,899,000
Series B Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)										25,176,396
Convertible preferred shares, par value										$ 0.822		0.00001			0.00001
Temporary equity, issuance costs										$ 100,000
Gross proceeds from conversion										20,700,000
Outstanding principal and accrued interest										$ 1,300,000
Redeemable convertible preferred stock													22,047,000	22,047,000		22,047,000
Issuance of redeemable convertible preferred shares			1,738,553
Issuance of redeemable convertible preferred amount			$ 1,400,000
Net convertible preferred stock redeemable amount.			$ 100,000
Series A Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)											15,997,285
Convertible preferred shares, par value											$ 0.6405	0.00001			0.00001
Temporary equity, issuance costs											$ 100,000
Gross proceeds from conversion											$ 10,200,000
Redeemable convertible preferred stock													10,159,000	10,159,000		$ 10,159,000
Series Preferred [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												1.529930			$ 1.529930
Preferred stock, dividend rate															8%
Series Seed Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)				115,000	7,645,871
Convertible preferred shares, par value					$ 0.2485							$ 0.00001			$ 0.00001	$ 1.529930
Additional convertible preferred shares, par value					$ 0.01
Warrant liabilities					$ 30,000
Total warrant liability					1,900,000
Temporary equity, issuance costs					$ 100,000
Temporary equity additional stock issued during period shares new issues					115,000
Change in fair value of warrants				$ 30,000
Total of change in fair value of warrants				30,000
Gross proceeds from conversion				$ 1,150	$ 1,900,000							$ 30,000,000
Outstanding principal and accrued interest					$ 300,000
Redeemable convertible preferred stock													$ 2,208,000	$ 2,208,000		$ 2,208,000
Issuance of redeemable convertible preferred shares					1,437,501
Issuance of redeemable convertible preferred amount					$ 400,000
Net convertible preferred stock redeemable amount.					$ 100,000
Discount on selling price					20%
Preferred stock, dividend rate												8%
ID Experts Holdings, Inc. and Subsidiary [Member]
Stockholders' Deficit [Abstract]
Common stock, shares issued (in shares)													13,225,071	13,225,071			11,671,845
Common stock, shares authorized (in shares)													53,000,000	53,000,000			53,000,000
Common Stock, Par or Stated Value Per Share													$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares outstanding (in shares)													13,225,071	13,225,071			11,671,845
Change in fair value of warrants														$ 133,000			$ 1,943,000
Redeemable convertible preferred stock													$ 65,166,000	$ 65,166,000			$ 64,902,000
ID Experts Holdings, Inc. and Subsidiary [Member] | Series B [Member]
Stockholders' Deficit [Abstract]
Preference shares, par value (in dollars per share)																				$ 0.0001
Liquidation preference, Per share																				$ 0.361
Preferred stock outstanding													0	0			0
ID Experts Holdings, Inc. and Subsidiary [Member] | Common Stock [Member]
Stockholders' Deficit [Abstract]
Common stock, shares authorized (in shares)													53,000,000	53,000,000			53,000,000
Common Stock, Par or Stated Value Per Share													$ 0.0001	$ 0.0001			$ 0.0001
ID Experts Holdings, Inc. and Subsidiary [Member] | Series A Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Redeemable convertible preferred stock													$ 10,000,000	$ 10,000,000			$ 10,000,000	$ 5,000,000
Maximum [Member] | ID Experts Holdings, Inc. and Subsidiary [Member] | Series B [Member]
Stockholders' Deficit [Abstract]
Preference shares, shares issued (in shares)																				33,000,000
Minimum [Member] | Series Preferred [Member]
Stockholders' Deficit [Abstract]
Gross proceeds from conversion												$ 30,000,000

Common Stock, Redeemable Conv_4

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit), Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($)	Jan. 31, 2023	Aug. 03, 2022	Jul. 29, 2022	Jul. 28, 2022	Jan. 31, 2022	Dec. 20, 2019
Temporary Equity [Line Items]
Redeemable convertible preferred stock	$ 0				$ 132,229,000
Series E Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		15,767,013	539,576		15,227,437
Redeemable convertible preferred stock		$ 36,291,000			$ 33,248,000
Series D Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		13,871,547			13,871,547
Redeemable convertible preferred stock		$ 21,067,000			$ 21,067,000
Series D-2 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		993,868			993,868
Redeemable convertible preferred stock		$ 1,451			$ 1,451,000	$ 1,500,000
Series D-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		5,878,303			5,878,303
Redeemable convertible preferred stock		$ 8,171,000			$ 8,171,000	$ 8,200,000
Series C-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		11,882,605		506,490	11,376,115
Redeemable convertible preferred stock		$ 16,836,000			$ 13,979,000
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		21,124,699			21,124,699
Redeemable convertible preferred stock		$ 19,899,000			$ 19,899,000
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		26,914,949			26,914,949
Redeemable convertible preferred stock		$ 22,047,000			$ 22,047,000
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		15,997,285			15,997,285
Redeemable convertible preferred stock		$ 10,159,000			$ 10,159,000
Series Seed Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		9,198,372			9,198,372
Redeemable convertible preferred stock		$ 2,208,000			$ 2,208,000
Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued		121,628,641			120,582,575
Redeemable convertible preferred stock		$ 138,129,000			$ 132,229,000

Common Stock, Redeemable Conv_5

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit), Schedule of Redeemable Convertible Preferred Stock (Parenthetical) (Details) - USD ($)	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2019	Dec. 31, 2018	Apr. 30, 2017	Nov. 30, 2015	Apr. 30, 2014	Jun. 21, 2013
Series E Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001
Temporary Equity, Shares Authorized	19,033,653
Temporary Equity, Liquidation Preference	$ 28,354,249,000
Series D Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001		$ 1.529930
Temporary Equity, Shares Authorized	14,833,942
Temporary Equity, Liquidation Preference	$ 21,222,496,000
Series D-2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001
Temporary Equity, Shares Authorized	993,868
Temporary Equity, Liquidation Preference	$ 1,216,439,000
Series D-1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001
Temporary Equity, Shares Authorized	5,878,303
Temporary Equity, Liquidation Preference	$ 8,094,053,000
Series C-1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001			$ 1.233901
Temporary Equity, Shares Authorized	16,208,756
Temporary Equity, Liquidation Preference	$ 14,037,000,000
Series C Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001				$ 0.946759
Temporary Equity, Shares Authorized	21,124,700
Temporary Equity, Liquidation Preference	$ 19,999,999,000
Series B Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001					$ 0.822
Temporary Equity, Shares Authorized	26,914,949
Temporary Equity, Liquidation Preference	$ 22,124,088,000
Series A Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001						$ 0.6405
Temporary Equity, Shares Authorized	16,122,188
Temporary Equity, Liquidation Preference	$ 10,246,261,000
Series Seed Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001	$ 1.529930						$ 0.2485
Temporary Equity, Shares Authorized	9,198,372
Temporary Equity, Liquidation Preference	$ 2,285,795,000

Common Stock, Redeemable Conv_6

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit), Schedule of Changes to Conversion Prices and Ratios (Details)	Sep. 30, 2020 $ / shares	Dec. 20, 2019 $ / shares	May 31, 2018 $ / shares	Apr. 26, 2017 $ / shares	Nov. 20, 2015 $ / shares	Apr. 14, 2014 $ / shares	Jun. 21, 2013 $ / shares
Series A [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price						Nov. 20, 2015
Original Issue Price						$ 0.640
Conversion price						$ 0.320
Conversion Ratio						2
Series B [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price					Nov. 20, 2015
Original Issue Price					$ 0.822
Conversion price					$ 0.411
Conversion Ratio					2
Series C [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price				Apr. 26, 2017
Original Issue Price				$ 0.947
Conversion price				$ 0.473
Conversion Ratio				2
Series C-1 [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price			May 31, 2018
Original Issue Price			$ 1.234
Conversion price			$ 0.617
Conversion Ratio			2
Series D [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price		Dec. 20, 2019
Original Issue Price		$ 1.530
Conversion price		$ 0.765
Conversion Ratio		2
Series D-1 [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price		Dec. 20, 2019
Original Issue Price		$ 1.224
Conversion price		$ 0.612
Conversion Ratio		2
Series D-2 [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price		Dec. 20, 2019
Original Issue Price		$ 1.377
Conversion price		$ 0.688
Conversion Ratio		2
Series E [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price	Sep. 30, 2020
Original Issue Price	$ 1.862
Conversion price	$ 0.931
Conversion Ratio	2
Series Seed Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price					Nov. 20, 2015		Jun. 21, 2013
Original Issue Price					$ 0.249		$ 0.249
Conversion price					$ 0.124		$ 0.249
Conversion Ratio					2		1

Common Stock, Redeemable Conv_7

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit), Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Jan. 31, 2023	Jan. 31, 2022
Class of Stock [Line Items]
Common stock reserved for future issuance	44,008,166	269,664,323
Series Seed Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		18,396,744
Series A Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		31,994,570
Series B Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		53,829,898
Series C Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		42,249,398
Series C-1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		22,752,230
Series D Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		27,743,094
Series D-1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		11,756,606
Series D-2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		1,987,736
Series E Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		30,454,874
Common Stock Warrants [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	16,213,430	1,924,790
Series A Redeemable Convertible Preferred Stock Warrants [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		249,806
Series B Redeemable Convertible Preferred Stock Warrants [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		292,682
Series C-1 Redeemable Convertible Preferred Stock Warrants [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		1,296,700
Series E Redeemable Convertible Preferred Stock Warrants [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		1,825,944
Stock Options Issued and Outstanding [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	7,869,050	21,715,815
Restricted Stock Units Issued and Outstanding [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	2,802,426
Sponsor Earn-out Shares [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	1,293,750
Shares Available for Future Grant Under the 2022 Plan [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance	15,829,510
Shares Available for Future Grant Under the 2013 Plan [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance		1,193,436

Income Taxes - Summary of Compo

Income Taxes - Summary of Components of Loss Before Income Taxes (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Income Tax Disclosure [Abstract]
U.S. loss	$ (734,326)	$ (19,370)	$ (40,031)
Foreign income (loss)	3,157	(1,924)	1,056
(Loss) income before income taxes	$ (731,169,000)	$ (21,294,000)	$ (38,975,000)

Income Taxes, Summary of Provis

Income Taxes, Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Current tax provision:
Foreign	$ 177	$ 106		$ 100
State and local	292	5
Total current tax expense	469	111		100
Deferred tax (benefit) expense:
Federal	(9,360)	(2,780)		(5,387)
State and local	(2,281)	(911)		(299)
Total deferred tax (benefit) expense	(10,992)			(636)
Total deferred tax (benefit) expense	(11,641)	(3,691)		(5,686)
Less: change in valuation allowance	650	3,691		5,050
Net income tax (benefit) expense	$ (10,522)	$ 111		$ (536)
ID Experts Holdings, Inc. and Subsidiary [Member]
Current tax provision:
Federal			$ 1,645		$ 913
State and local			361		604
Total current tax expense			2,006		1,517
Deferred tax (benefit) expense:
Federal			(1,129)		186
State and local			(225)		13
Total deferred tax (benefit) expense			(1,354)		199
Net income tax (benefit) expense			$ 652		$ 1,716

Income Taxes (Details)

Income Taxes (Details) - USD ($)		6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Line Items]
Statutory federal income tax rate		21%	21%			21%
Net operating loss carryforwards			$ 2,600,000	$ 2,600,000
Valuation allowances		$ 700,000			$ 700,000
Liabilities for uncertain tax positions		900,000			900,000
Unrecognized tax benefits	$ 0	838,000	0	0	838,000	$ 0
Unrecognized tax benefits would impact effective tax rate		700,000			700,000
Decrease in unrecognized tax benefits					(0.2)
Income tax benefit		10,522,000	(111,000)			$ 536,000
Accrued penalties and interest		$ 100,000			100,000
Minimum [Member]
Income Tax Disclosure [Line Items]
Tax Year Expiration Year		2033
Maximum [Member]
Income Tax Disclosure [Line Items]
Tax Year Expiration Year		2037
Federal [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		$ 145,600,000			145,600,000
Open Tax Year		2019 2020 2021 2022
NOL carryforwards subject to expiration		$ 49,600,000			49,600,000
State [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		$ 79,600,000			79,600,000
Open Tax Year		2018 2019 2020 2021 2022
NOL carryforwards subject to expiration		$ 49,500,000			$ 49,500,000
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Statutory federal income tax rate	21%
Net operating loss carryforwards							$ 2,700,000
Valuation allowances			100,000	100,000			100,000
Unrecognized tax benefits			838,000	838,000			681,000	$ 485,000
Unrecognized tax benefits would impact effective tax rate			954,000	954,000			750,000
Income tax benefit				(652,000)			(1,716,000)
Accrued penalties and interest			$ 100,000	$ 100,000			$ 100,000
Open Tax Year				2022			2021	2020	2019	2018

Income Taxes - Summary of Diffe

Income Taxes - Summary of Differences as Result of which Income Tax Provision Differs from Amount Computed by Applying Statutory Federal Income Tax Rate to Income (Loss) Before Income Tax (Details) - USD ($) $ in Thousands		6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. statutory rate		21%	21%		21%
State taxes		0.21%	3.35%		0.77%
Goodwill impairment		(20.07%)
Transaction costs			(3.23%)
Fair value adjustments			(2.03%)
Other permanent differences		0.41%	(1.05%)		(6.61%)
Changes in valuation allowance		(0.09%)	(17.32%)		(12.96%)
Other		(0.02%)	(1.24%)		(0.83%)
Net income tax expense		1.44%	(0.52%)		1.37%
Net income tax (benefit) expense		$ (10,522)	$ 111		$ (536)
ID Experts Holdings, Inc. and Subsidiary [Member]
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. statutory rate	21%
Income taxes at statutory rate				$ (43)		$ 250
State income tax, net of federal benefit				(12)		242
Permanent items				4		25
Non-deductible transaction costs				625		368
Non-deductible convertible debt and warrant expense				150		553
Stock-based compensation				(145)
Tax credits				(25)		(53)
Loss of attributes				25		59
Uncertain tax positions				106		145
Other				(21)		86
Valuation allowance				(12)		41
Net income tax (benefit) expense				$ 652		$ 1,716

Income Taxes - Summary of Tempo

Income Taxes - Summary of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021	Jan. 31, 2021
Income Tax Disclosure [Line Items]
Net operating losses - federal and state	$ 36,057		$ 31,697
Research and development expense/ expenditures	4,793
Deferred revenue	3,019		2,273
Interest expense	2,544
Accruals	1,240		856
Stock-based compensation	574		66
Other, net	308
Lease liability	204
Depreciation and amortization	112		546
Allowance for doubtful accounts	35		17
Charitable contributions	3		3
Total deferred tax assets before valuation allowance/Deferred assets, gross:	48,889		35,458
Valuation allowance	(5,720)	$ (5,070)	(32,063)		$ (27,013)
Total deferred tax assets	43,169		3,395
Intangible assets	(61,109)
Contract acquisition costs	(3,256)		(2,854)
Goodwill	(258)		(541)
Right-of-use assets	(177)
Other, net	(7)
Total deferred tax liabilities	(64,807)		$ (3,395)
Net deferred tax liability	$ (21,638)
ID Experts Holdings Inc And Subsidiary Member
Income Tax Disclosure [Line Items]
Net operating losses - federal and state		137		$ 143
Research and development expense/ expenditures		803
Accrued expenses		709		843
Deferred revenue		985		423
Tax credits				12
Stock-based compensation		46		43
Other, net		53		11
Total deferred tax assets before valuation allowance/Deferred assets, gross:		2,733		1,475
Fixed and intangible assets		(7)		(7)
Valuation allowance		(88)		(100)
Other, net		(54)		(139)
Net deferred tax assets		$ 2,584		$ 1,229

Income Taxes - Summary of Chang

Income Taxes - Summary of Change In Gross Unrecognized Tax Benefits, Excluding Accrued Interest And Penalties (Details) $ in Thousands	6 Months Ended
	Jan. 31, 2023 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 0
Business acquisition	838
Balance at end of year	$ 838

Income Taxes - Summary of Valua

Income Taxes - Summary of Valuation Allowance of Deferred Tax Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Valuation Allowance [Abstract]
Balance at beginning of period	$ 5,070	$ 27,013
Increases to allowance	650	5,050
Balance at end of period	$ 5,720	$ 32,063

Income Taxes - Summary of Uncer

Income Taxes - Summary of Uncertain Tax Positions (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021	Jan. 31, 2023
Income Tax Disclosure [Line Items]
Balance at end of year	$ 0
Total at end of year			$ 700
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Balance at beginning of year	681	$ 485
Accrual for positions taken in prior year		211
Accrual for positions taken in current year	173	60
Reversals due to lapse of statute of limitations	(16)	(37)
Decreases for positions taken in a prior year		(38)
Balance at end of year	838	681
Interest	56	42
Penalties	60	43
Net of tax attributes		(16)
Total at end of year	$ 954	$ 750

Accrued Expenses, Summary of Ac

Accrued Expenses, Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Accrued Expense Details [Line Items]
Other accrued expenses	$ 12,110		$ 2,514
Total accrued expense	$ 18,751		$ 7,020
ID Experts Holdings, Inc. and Subsidiary [Member]
Accrued Expense Details [Line Items]
Accrued payroll, bonus, and employee benefit		$ 1,765		$ 2,099
Accrued sales tax payable		1,751		1,368
Accrued taxes payable		1,640		95
Other accrued expenses		1,077		1,010
Deferred rent		23		45
Accrued warrant liability				1,989
Total accrued expense		$ 6,256		$ 6,606

Retirement Plan (Details)

Retirement Plan (Details) - USD ($) $ in Millions	6 Months Ended	7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Contributed to plan	$ 0.1
ID Experts Holdings, Inc. and Subsidiary [Member]
Defined Benefit Plan Disclosure [Line Items]
Contributed to plan		$ 0.2	$ 0.3

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)				6 Months Ended		7 Months Ended	9 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 31, 2017	Aug. 31, 2016	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Oct. 31, 2021	Jan. 31, 2022	Dec. 31, 2021	Aug. 04, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted				0	1,214,500
Incremental compensation cost				$ 0
Stock options issued				0
Number of shares authorized	0			0
Shares awards available for outstanding under plan	7,869,050			7,869,050	22,285,706	22,285,706		21,715,815		8,159,377
Stock-based compensation expense				$ 2,500,000	$ 862,000			$ 696,000
Weighted-average dividend yield					0%			0%
RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
RSUs granted				2,827,426
2022 Incentive Equity Plan [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Percentage of increase to number of shares available for issuance	5
Increase to number of shares available for issuance	5,909,396
Shares available for issuance under plan	15,829,510			15,829,510
2022 Incentive Equity Plan [Member] | Maximum [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized					11,750,135	11,750,135
Term of stock-based award					10 years
2022 Incentive Equity Plan [Member] | Minimum [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based awards granted at exercise price percentage					100%
Zero Fox [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted				6,380,458
Weighted average fair value of options granted					$ 1		$ 0.6709
Share-based compensation arrangement by share-based payment award, total intrinsic value of options exercised				$ 600,000	$ 1,000,000			$ 1,700,000
Stock-based compensation unrecognized compensation cost				$ 4,200,000
Weighted average remaining period of unrecognized compensation cost to be recognized				2 years 4 months 24 days
Zero Fox [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation unrecognized compensation cost				$ 11,200,000
Weighted average remaining period of unrecognized compensation cost to be recognized				3 years 3 months 18 days
RSUs granted					0			0
Zero Fox [Member] | Maximum [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement by share-based payment award, vesting period				4 years
Zero Fox [Member] | Minimum [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement by share-based payment award, vesting period				1 year
IDX [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted				1,778,919
ID Experts Holdings, Inc. and Subsidiary [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted						72,500
Shares awards available for outstanding under plan					2,580,682	2,580,682			2,843,372
Stock compensation expense recognized over an average period						3 years 21 days
Weighted average fair value of options granted						$ 1.97			$ 0.09
Weighted average fair value of options exercised						$ 0.04			$ 0.24
Share-based compensation arrangement by share-based payment award, total intrinsic value of options exercised						$ 1,300,000			$ 200,000
Weighted-average dividend yield						0%			0%
Fair value of common stock options vested						$ 1,400,000			$ 400,000
ID Experts Holdings, Inc. and Subsidiary [Member] | 2016 Equity Incentive Plan [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Shares available for issuance under plan					265,000	265,000
Term of stock-based award			10 years
ID Experts Holdings, Inc. and Subsidiary [Member] | 2016 Equity Incentive Plan [Member] | Maximum [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized			6,287,732
Stock-based awards granted at exercise price percentage			100%
Share-based compensation arrangement by share-based payment award, vesting period			48 months
ID Experts Holdings, Inc. and Subsidiary [Member] | 2017 Equity Incentive Plan [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Shares awards available for outstanding under plan					2,313,442	2,313,442
Shares available for issuance under plan					299,217	299,217
Term of stock-based award		10 years
ID Experts Holdings, Inc. and Subsidiary [Member] | 2017 Equity Incentive Plan [Member] | Maximum [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized		8,785,330
Stock-based awards granted at exercise price percentage		100%
Share-based compensation arrangement by share-based payment award, vesting period		60 months

Stock-Based Compensation, Summa

Stock-Based Compensation, Summary of Weighted-average Assumptions (Details)	6 Months Ended	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average risk-free rate	1.48%		1.42%
Weighted-average expected term of the option (in years)	6 years 25 days		6 years 21 days
Weighted-average expected volatility	38.92%		38.09%
Weighted-average dividend yield	0%		0%
ID Experts Holdings, Inc. and Subsidiary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average risk-free rate		2.20%		0.60%
Weighted-average expected term of the option (in years)		7 years		7 years
Weighted-average expected volatility		35%		36%
Weighted-average dividend yield		0%		0%

Stock-Based Compensation, Sum_2

Stock-Based Compensation, Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands				6 Months Ended		7 Months Ended	12 Months Ended
	Aug. 04, 2022	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of Shares Option Outstanding, Beginning Balance	22,285,706			22,285,706	21,715,815
Number of Shares, Granted				0	1,214,500
Number of Shares, Exercised				(206,476)	(392,450)
Number of Shares, Cancelled				(83,851)	(252,159)
Number of Shares Option Outstanding, Ending Balance	8,159,377	22,285,706	21,715,815	7,869,050	22,285,706	22,285,706
Number of Shares Option, Vested		14,783,495		5,772,232	14,783,495	14,783,495
Number of Shares Option, Vested and expected to vest		19,659,894		7,135,156	19,659,894	19,659,894
Weighted-Average Exercise Price
Weighted- Average Exercise Price, Outstanding, Beginning Balance	$ 0.5377			$ 0.5377	$ 0.4398
Weighted- Average Exercise Price, Granted					2.3920
Weighted- Average Exercise Price, Exercised				0.5952	0.2659
Weighted- Average Exercise Price, Cancelled				2.9681	1.4633
Weighted- Average Exercise Price, Outstanding, Ending Balance	$ 1.5360	$ 0.5377	$ 0.4398	1.5454	0.5377	$ 0.5377
Weighted- Average Exercise Price, Vested		0.2660		0.9591	0.2660	0.2660
Weighted- Average Exercise Price, Vested and expected to vest		$ 0.4662		$ 1.3793	$ 0.4662	$ 0.4662
Weighted-Average Remaining Contractual Term (in years)
Weighted- Average Remaining Contractual Term (Years), Outstanding	6 years 3 days		6 years 3 months 10 days	6 years 25 days	6 years 5 months 12 days
Weighted- Average Remaining Contractual Term (Years), Vested		5 years 4 months 28 days		5 years 4 months 20 days
Weighted- Average Remaining Contractual Term (Years), Vested and expected to vest				5 years 10 months 17 days	6 years 2 months 1 day
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding	$ 17,004	$ 50,864	$ 51,688	$ 16,325	$ 50,864	$ 50,864
Aggregate Intrinsic Value, Vested		37,757		15,359	37,757	37,757
Aggregate Intrinsic Value, Vested and expected to vest		$ 46,276		$ 15,987	$ 46,276	$ 46,276
ID Experts Holdings, Inc. and Subsidiary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of Shares Option Outstanding, Beginning Balance	2,580,682			2,580,682		2,843,372
Number of Shares, Granted						72,500
Number of Shares, Exercised						(272,766)
Number of Shares, Cancelled						(62,424)
Number of Shares Option Outstanding, Ending Balance		2,580,682			2,580,682	2,580,682	2,843,372
Number of Shares Option, Vested		1,556,944			1,556,944	1,556,944
Weighted-Average Exercise Price
Weighted- Average Exercise Price, Outstanding, Beginning Balance	$ 0.20			$ 0.20		$ 0.14
Weighted- Average Exercise Price, Granted						1.97
Weighted- Average Exercise Price, Exercised						0.04
Weighted- Average Exercise Price, Cancelled						0.38
Weighted- Average Exercise Price, Outstanding, Ending Balance		$ 0.20			$ 0.20	0.20	$ 0.14
Weighted- Average Exercise Price, Vested		$ 0.17			$ 0.17	$ 0.17
Weighted-Average Remaining Contractual Term (in years)
Weighted- Average Remaining Contractual Term (Years), Outstanding						6 years 6 months	7 years 3 months 18 days
Weighted- Average Remaining Contractual Term (Years), Vested						5 years 3 months 18 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding		$ 11,998			$ 11,998	$ 11,998	$ 5,768
Aggregate Intrinsic Value, Vested		$ 7,300			$ 7,300	$ 7,300

Stock-Based Compensation, Sum_3

Stock-Based Compensation, Summary of RSU Activity (Details) - RSUs [Member]	6 Months Ended
	Jan. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Granted | shares	2,827,426
Number of Shares, Cancelled | shares	(25,000)
Number of Shares Outstanding, Ending Balance | shares	2,802,426
Weighted-Average Grant Date Fair Value, Granted | $ / shares	$ 4.64
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares	4.63
Weighted-Average Grant Date Fair Value Outstanding, Ending Balance | $ / shares	$ 4.64

Stock-Based Compensation, Sum_4

Stock-Based Compensation, Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 2,500	$ 862	$ 696
Cost of Revenue - Subscription [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	97	18	50
Cost of Revenue - Services [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	36	2
Research and Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	452	114	97
Sales and Marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	518	218	222
General and Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,397	$ 510	$ 327

Earnings (Loss) per Share, Summ

Earnings (Loss) per Share, Summary of Basic and Diluted Calculations (Details) - USD ($)	6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2021
Earnings (Loss) per Share [Line Items]
Net income (loss) applicable to common equity	$ (720,647,000)	$ (21,405,000)		$ (38,439,000)
Less: deemed dividend to preferred shareholders					$ 32,451
Basic Earnings per Share
Net income (loss) applicable to common stockholders	$ (720,647,000)	$ (21,405,000)		$ (38,439,000)
Total weighted-average basic shares outstanding			12,854,967		10,797,483
Total weighted-average warrant common shares added to basic EPS					980,506
Total weighted-average basic shares outstanding	116,862,277	43,041,209		42,073,351
Net income (loss) per share, basic	$ (6.17)	$ (0.50)		$ (0.91)
Diluted Earnings per Share
Total weighted-average diluted shares outstanding	116,862,277	43,041,209		42,073,351
Net income (loss) per share, diluted	$ (6.17)	$ (0.50)		$ (0.91)
ID Experts Holdings, Inc. and Subsidiary [Member]
Earnings (Loss) per Share [Line Items]
Net income (loss) applicable to common equity			$ (857,000)		$ (527,000)
Basic Earnings per Share
Net income (loss) applicable to common stockholders			$ (857,000)		$ (32,978,000)
Total weighted-average basic shares outstanding			12,854,967		11,777,989
Net income (loss) per share, basic			$ (0.07)		$ (2.80)
Diluted Earnings per Share
Total weighted-average diluted shares outstanding			12,854,967		11,777,989
Net income (loss) per share, diluted			$ (0.07)		$ (2.80)

Earnings (Loss) per Share, Su_2

Earnings (Loss) per Share, Summary of Equity Awards Excluded from Calculation of Dilutive EPS (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - shares	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
Employee Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,568,200	2,612,413
Conversion of Preferred Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	32,181,076	32,076,680

Related Party Transactions (Det

Related Party Transactions (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - USD ($) $ in Millions	7 Months Ended	12 Months Ended
	Aug. 03, 2022	Dec. 31, 2021
Sales and Marketing [Member]
Related Party Transaction [Line Items]
Related party expense		$ 0.5
Cost of Revenue [Member]
Related Party Transaction [Line Items]
Related party expense	$ 0.1	0.5
Contracts with Affiliates of Minority Stockholders [Member]
Related Party Transaction [Line Items]
Revenue from contracts with related parties	0.6	1.2
Contracts with Affiliates of Majority Stockholders [Member]
Related Party Transaction [Line Items]
Related party expense	$ 0.1	$ 0.5

Related Party Transactions, Bal

Related Party Transactions, Baltimore Headquarters Lease (Details) - USD ($)	6 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Oct. 31, 2022	Jan. 31, 2022
Related Party Transaction [Line Items]
Rent expense	$ 200,000	$ 200,000
Capitalized leasehold improvements	100,000
Leasehold improvements	100,000			$ 200,000
Net of accumulated depreciation	100,000			200,000
Prepaid rent	$ 0			$ 0
Security deposit			$ 100,000

Related Party Transactions, Cyv

Related Party Transactions, Cyveillance Acquisition Sublease and Transition Support Agreement (Details) - Cyveillance Acquisition [Member] - USD ($)	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Jul. 31, 2022	Jan. 31, 2022
Related Party Transaction [Line Items]
Transition expense		$ 0	$ 200,000
Lookingglass [Member]
Related Party Transaction [Line Items]
Related party rent expense	$ 200,000		$ 300,000

Related Party Transactions, PIP

Related Party Transactions, PIPE Investors Notes (Details) $ in Millions	7 Months Ended
	Aug. 03, 2022 USD ($)
PIPE Investors [Member]
Related Party Transaction [Line Items]
Payment-in-kind interest	$ 0.2

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	6 Months Ended	7 Months Ended	12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Line Items]
Contributed to plan	$ 0.1
Purchase commitment	27
ID Experts Holdings, Inc. and Subsidiary [Member]
Commitments and Contingencies Disclosure [Line Items]
Contributed to plan		$ 0.2	$ 0.3
Purchase commitment		$ 58.9
Accrual of sales and use taxes	$ 1.5

Net Loss per Share Attributab_3

Net Loss per Share Attributable to Common Stockholders - Computation of Basic Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Numerator [Abstract]
Net loss	$ (720,647)	$ (21,405)	$ (38,439)
Net loss per share attributable to common stockholders	$ (720,647)	$ (21,405)	$ (38,439)
Denominator [Abstract]
Weighted-average common stock outstanding (in shares)	116,862,277	43,041,209	42,073,351
Net (loss) income per share attributable to common stockholders, basic	$ (6.17)	$ (0.50)	$ (0.91)
Net (loss) income per share attributable to common stockholders, diluted	$ (6.17)	$ (0.50)	$ (0.91)

Net Loss per Share Attributab_4

Net Loss per Share Attributable to Common Stockholders - Summary of Weighted Average Common Stock Outstanding Excluded From Computation of Diluted Net Loss Per Common Share (Details) - shares	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		241,238,877	240,184,189
Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	1,293,750		158,773
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	16,220,756	5,794,517	5,316,251
Series Seed Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		18,396,744	18,396,744
Series A Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		31,994,570	31,994,570
Series B Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		53,829,898	53,829,898
Series C Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		42,249,398	42,249,398
Series C-1 Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		22,790,767	22,752,230
Series D Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		27,743,094	27,743,094
Series D-1 Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		11,756,606	11,756,606
Series D-2 Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		1,987,736	1,987,736
Series E Redeemable Convertible Preferred Stock [Member] | Preferred Stock (on an as-converted Basis) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		30,490,064	29,473,913
Common Stock Warrants [Member] | Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	16,220,756	1,924,790	1,924,790
Series A Redeemable Convertible Preferred Stock Warrants [Member] | Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		249,806	249,806
Series B Redeemable Convertible Preferred Stock Warrants [Member] | Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		292,682	292,682
Series C-1 Redeemable Convertible Preferred Stock Warrants [Member] | Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		1,247,369	1,296,700
Series E Redeemable Convertible Preferred Stock Warrants [Member] | Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share		2,079,870	1,552,273
Restricted Common Stock [Member] | Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share			158,773
Sponsor Earn-out Shares [Member] | Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	1,293,750
Common Stock Options Issued [Member] | Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	7,926,307	22,178,814	20,695,388
Common Stock Options Outstanding [Member] | Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	7,926,307	22,178,814	20,695,388
Restricted Stock Units Issued [Member] | Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	747,405
Restricted stock units outstanding [Member] | Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common stock outstanding excluded from computation of diluted net loss per common share	747,405

Subsequent Events (Details)

Subsequent Events (Details) $ in Thousands	Jan. 31, 2023 USD ($)	Jan. 26, 2023 USD ($) ft²
Subsequent Event [Line Items]
Area of building leased | ft²		15,023
Lease agreement payments due | $	$ 1,356	$ 1,700
Lease agreement term		3 years