ZeroFox (ZFOX) 10-Q 12 Sep 23 2024 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jul. 31, 2023	Sep. 06, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jul. 31, 2023
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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 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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		38,068
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023
Current assets:
Cash and cash equivalents	$ 28,849	$ 47,549
Accounts receivable, net of allowance for doubtful accounts	36,148	29,609
Deferred contract acquisition costs, current	3,505	5,456
Prepaid expenses and other assets	6,229	5,300
Total current assets	74,731	87,914
Property and equipment, net of accumulated depreciation	2,118	671
Capitalized software, net of accumulated amortization	273	253
Deferred contract acquisition costs, net of current portion	3,510	7,751
Acquired intangible assets, net of accumulated amortization	256,349	262,444
Goodwill	423,635	406,608
Operating lease right-of-use assets	4,706	720
Other Assets	1,494	550
Total assets	766,816	766,911
Current liabilities:
Accounts payable	6,461	3,099
Accrued compensation, accrued expenses, and other current liabilities	15,962	18,751
Deferred revenue, current	60,859	47,977
Current portion of long-term debt	938	15,938
Operating lease liabilities, current	1,840	406
Total current liabilities	86,060	86,171
Deferred revenue, net of current portion	5,714	5,981
Long-term debt, net of deferred financing costs	189,915	157,843
Purchase consideration liability	9,026
Operating lease liabilities, net of current portion	3,037	427
Warrants	755	2,581
Sponsor earnout shares	504	2,445
Deferred tax liability	11,105	22,592
Total liabilities	306,116	278,040
Commitments and contingencies
Stockholders' equity
Common stock	12	12
Additional paid-in capital	1,250,148	1,243,637
Accumulated deficit	(789,492)	(754,677)
Accumulated other comprehensive income (loss)	32	(101)
Total stockholders' equity (deficit)	460,700	488,871
Total liabilities and stockholders' equity (deficit)	$ 766,816	$ 766,911

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jul. 31, 2023	Jan. 31, 2023
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	119,270,214	118,190,135
Common stock, shares outstanding (in shares)	119,270,214	118,190,135

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss and Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022
Revenue
Revenue	$ 62,235	$ 15,152		$ 107,769	$ 28,743
Cost of revenue
Cost of revenue	43,483	4,480		74,103	8,729
Gross profit	18,752	10,672		33,666	20,014
Operating expenses
Research and development	8,705	4,062		15,123	8,023
Sales and marketing	16,101	9,829		35,490	18,363
General and administrative expenses	10,126	5,039		20,533	9,985
Total operating expenses	34,932	18,930		71,146	36,371
(Loss) income from operations	(16,180)	(8,258)		(37,480)	(16,357)
Other (expense) income
Interest expense, net	(3,818)	(1,545)		(7,300)	(2,931)
Change in fair value of purchase consideration liability	(1,455)			1,206
Change in fair value of warrant liabilities	144	(1,396)		(884)	(2,059)
Change in fair value of sponsor earnout shares	(160)			1,941
Total other income (expense)	(5,289)	(2,941)		(5,037)	(4,990)
Income (loss) before income taxes	(21,469)	(11,199)		(42,517)	(21,347)
(Benefit from) provision for income taxes	(4,633)	56		(7,702)	111
Net income (loss) after tax	(16,836)	(11,255)		(34,815)	(21,458)
Net income (loss) attributable to common stockholders, basic	$ (16,836)	$ (11,255)		$ (34,815)	$ (21,458)
Net (loss) income per share attributable to common stockholders, basic	$ (0.14)	$ (0.26)		$ (0.29)	$ (0.5)
Net (loss) income per share attributable to common stockholders, diluted	$ (0.14)	$ (0.26)		$ (0.29)	$ (0.5)
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, basic:	123,354,228	43,109,352		120,668,451	43,038,331
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, diluted:	123,354,228	43,109,352		120,668,451	43,038,331
Other comprehensive income (loss)
Foreign currency translation	$ 108	$ (43)		$ 133	$ 42
Total other comprehensive income (loss)	108	(43)		133	42
Total comprehensive loss	(16,728)	(11,298)		(34,682)	(21,416)
ID Experts Holdings, Inc. and Subsidiary [Member]
Revenue
Revenue			$ 29,232			$ 56,706
Cost of revenue
Cost of revenue			22,942			44,207
Gross profit			6,290			12,499
Operating expenses
Research and development			1,388			2,838
Sales and marketing			2,081			3,977
General and administrative expenses			2,004			4,827
Total operating expenses			5,473			11,642
(Loss) income from operations			817			857
Other (expense) income
Interest expense, net			137			257
Other expense			202			474
Change in fair value of warrant liabilities			133			133
Total other income (expense)			472			864
Income (loss) before income taxes			345			(7)
(Benefit from) provision for income taxes			116			22
Net income (loss) after tax			229			(29)
Net income (loss) attributable to common stockholders, basic			250			(8)
Net income (loss) attributable to common stockholders, diluted			$ 250			$ (8)
Net (loss) income per share attributable to common stockholders, basic			$ 0.02
Net (loss) income per share attributable to common stockholders, diluted			$ 0.02
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, basic:			12,756,222			12,706,627
Weighted-average shares used in computation of net (loss) income per share attributable to common stockholders, diluted:			12,756,222			12,706,627
Subscriptions [Member]
Revenue
Revenue	23,220	14,690		41,443	27,468
Cost of revenue
Cost of revenue	11,410	4,266		21,314	8,274
Service [Member]
Revenue
Revenue	39,015	462		66,326	1,275
Cost of revenue
Cost of revenue	$ 32,073	$ 214		$ 52,789	$ 455

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	ZeroFox, Inc. [Member]	Series E Redeemable Convertible Preferred Stock [Member]	Series E Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series D-2 Redeemable Convertible Preferred Stock [Member]	Series D-2 Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series D-1 Redeemable Convertible Preferred Stock [Member]	Series D-1 Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series D Redeemable Convertible Preferred Stock [Member]	Series D Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series C-1 Redeemable Convertible Preferred Stock [Member]	Series C-1 Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series C Redeemable Convertible Preferred Stock [Member]	Series C Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series B Redeemable Convertible Preferred Stock [Member]	Series B Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series A Redeemable Convertible Preferred Stock [Member]	Series A Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Series Seed Redeemable Convertible Preferred Stock [Member]	Series Seed Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Redeemable Convertible Preferred Stock [Member]	Redeemable Convertible Preferred Stock [Member] ZeroFox, Inc. [Member]	Common Stock [Member]	Common Stock [Member] ZeroFox, Inc. [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] ZeroFox, Inc. [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] ZeroFox, Inc. [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Other Comprehensive Income (Loss) [Member] ZeroFox, Inc. [Member]
Beginning balance at Jan. 31, 2022				$ 33,248		$ 1,451		$ 8,171		$ 21,067		$ 13,979		$ 19,899		$ 22,047		$ 10,159		$ 2,208		$ 132,229
Beginning balance (in shares) at Jan. 31, 2022				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)																								$ 3,873		$ (156,820)		$ (201)
Beginning balance (in shares) at Jan. 31, 2022																								42,892,927
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants				$ 3,043								$ 2,857										$ 5,900
Exercise of warrants (in shares)				539,576								506,490										1,046,066
Stock-based compensation expense		852																								852
Exercise of options		104																								104
Exercise of options (in shares)	392,450																							392,074
Net loss	$ (21,458)	(21,458)																										(21,458)
Foreign currency translation adjustment		42																												42
Ending balance at Jul. 31, 2022			$ 36,291	$ 36,291	$ 1,451	$ 1,451	$ 8,171	$ 8,171	$ 21,067	$ 21,067	$ 16,836	$ 16,836	$ 19,899	$ 19,899	$ 22,047	$ 22,047	$ 10,159	$ 10,159	$ 2,208	$ 2,208	$ 138,129	$ 138,129
Ending balance (in shares) at Jul. 31, 2022			15,767,013	15,767,013	993,868	993,868	5,878,303	5,878,303	13,871,547	13,871,547	11,882,605	11,882,605	21,124,699	21,124,699	26,914,949	26,914,949	15,997,285	15,997,285	9,198,372	9,198,372	121,628,641	121,628,641
Ending balance at Jul. 31, 2022		(173,608)																								4,829		(178,278)		(159)
Ending balance (in shares) at Jul. 31, 2022																								43,285,001
Beginning balance at Apr. 30, 2022				$ 33,248		$ 1,451		$ 8,171		$ 21,067		$ 13,979		$ 19,899		$ 22,047		$ 10,159		$ 2,208		$ 132,229
Beginning balance (in shares) at Apr. 30, 2022				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 Apr. 30, 2022		(162,843)																								4,327		(167,023)		(147)
Beginning balance (in shares) at Apr. 30, 2022																								43,207,753
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants				$ 3,043								$ 2,857										$ 5,900
Exercise of warrants (in shares)				539,576								506,490										1,046,066
Stock-based compensation expense		478																								478
Exercise of options		24																								24
Exercise of options (in shares)																								77,248
Net loss	(11,255)	(11,255)																										(11,255)
Foreign currency translation adjustment		(12)																												(12)
Ending balance at Jul. 31, 2022			$ 36,291	$ 36,291	$ 1,451	$ 1,451	$ 8,171	$ 8,171	$ 21,067	$ 21,067	$ 16,836	$ 16,836	$ 19,899	$ 19,899	$ 22,047	$ 22,047	$ 10,159	$ 10,159	$ 2,208	$ 2,208	$ 138,129	$ 138,129
Ending balance (in shares) at Jul. 31, 2022			15,767,013	15,767,013	993,868	993,868	5,878,303	5,878,303	13,871,547	13,871,547	11,882,605	11,882,605	21,124,699	21,124,699	26,914,949	26,914,949	15,997,285	15,997,285	9,198,372	9,198,372	121,628,641	121,628,641
Ending balance at Jul. 31, 2022		$ (173,608)																								$ 4,829		$ (178,278)		$ (159)
Ending balance (in shares) at Jul. 31, 2022																								43,285,001
Beginning balance at Jan. 31, 2023	488,871																						$ 12		$ 1,243,637		$ (754,677)		$ (101)
Beginning balance (in shares) at Jan. 31, 2023																							118,190,135
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,413																								3,413
Exercise of options	$ 262																								262
Exercise of options (in shares)	762,153																						762,153
Vesting of restricted stock units (in shares)																							317,926
Other	$ 2,836																								2,836
Net loss	(34,815)																										(34,815)
Foreign currency translation adjustment	133																												133
Ending balance at Jul. 31, 2023	460,700																						$ 12		1,250,148		(789,492)		32
Ending balance (in shares) at Jul. 31, 2023																							119,270,214
Beginning balance at Apr. 30, 2023	474,932																						$ 12		1,247,652		(772,656)		(76)
Beginning balance (in shares) at Apr. 30, 2023																							118,663,481
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,314																								2,314
Exercise of options	182																								182
Exercise of options (in shares)																							288,807
Vesting of restricted stock units (in shares)																							317,926
Net loss	(16,836)																										(16,836)
Foreign currency translation adjustment	108																												108
Ending balance at Jul. 31, 2023	$ 460,700																						$ 12		$ 1,250,148		$ (789,492)		$ 32
Ending balance (in shares) at Jul. 31, 2023																							119,270,214

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - 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] Common Stock [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Preferred Stock [Member] Series A-1 Redeemable Convertible Preferred Stock [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Preferred Stock [Member] Series A-2 Redeemable Convertible Preferred Stock [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Additional Paid-in Capital [Member]	ID Experts Holdings, Inc. and Subsidiary [Member] Accumulated Deficit [Member]	ZeroFox, Inc. [Member]	ZeroFox, Inc. [Member] Series A-1 Redeemable Convertible Preferred Stock [Member]	ZeroFox, Inc. [Member] Common Stock [Member]	ZeroFox, Inc. [Member] Additional Paid-in Capital [Member]	ZeroFox, Inc. [Member] Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2021								$ 10,000	$ 54,902
Beginning balance (in shares) at Dec. 31, 2021								5,882,350	26,069,330
Beginning balance at Dec. 31, 2021						$ (70,234)	$ 1				$ (70,235)
Beginning balance (in shares) at Dec. 31, 2021							11,671,845
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued						11				$ 11
Common stock issued (in shares)							1,253,226
Preferred stock issued									$ 264
Preferred stock issued (in shares)									124,994
Stock-based compensation expense						13				13
Net loss						(29)					(29)
Ending balance at Jun. 30, 2022								$ 10,000	$ 55,166
Ending balance (in shares) at Jun. 30, 2022								5,882,350	26,194,324
Ending balance at Jun. 30, 2022						(70,239)	$ 1			24	(70,264)
Ending balance (in shares) at Jun. 30, 2022							12,925,071
Beginning balance at Jan. 31, 2022													$ 10,159
Beginning balance (in shares) at Jan. 31, 2022													15,997,285
Beginning balance at Jan. 31, 2022												$ (153,148)			$ 3,873	$ (156,820)
Beginning balance (in shares) at Jan. 31, 2022														42,892,927
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense												852			852
Net loss	$ (21,458)											(21,458)				(21,458)
Ending balance at Jul. 31, 2022		$ 10,159											$ 10,159
Ending balance (in shares) at Jul. 31, 2022		15,997,285											15,997,285
Ending balance at Jul. 31, 2022												(173,608)			4,829	(178,278)
Ending balance (in shares) at Jul. 31, 2022														43,285,001
Beginning balance at Mar. 31, 2022								$ 10,000	$ 55,166
Beginning balance (in shares) at Mar. 31, 2022								5,882,350	26,194,324
Beginning balance at Mar. 31, 2022						(70,484)	$ 1			8	(70,493)
Beginning balance (in shares) at Mar. 31, 2022							12,673,667
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued						9				9
Common stock issued (in shares)							251,404
Stock-based compensation expense						7				7
Net loss						229					229
Ending balance at Jun. 30, 2022								$ 10,000	$ 55,166
Ending balance (in shares) at Jun. 30, 2022								5,882,350	26,194,324
Ending balance at Jun. 30, 2022						$ (70,239)	$ 1			$ 24	$ (70,264)
Ending balance (in shares) at Jun. 30, 2022							12,925,071
Beginning balance at Apr. 30, 2022													$ 10,159
Beginning balance (in shares) at Apr. 30, 2022													15,997,285
Beginning balance at Apr. 30, 2022												(162,843)			4,327	(167,023)
Beginning balance (in shares) at Apr. 30, 2022														43,207,753
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense												478			478
Net loss	(11,255)											(11,255)				(11,255)
Ending balance at Jul. 31, 2022		$ 10,159											$ 10,159
Ending balance (in shares) at Jul. 31, 2022		15,997,285											15,997,285
Ending balance at Jul. 31, 2022												$ (173,608)			$ 4,829	$ (178,278)
Ending balance (in shares) at Jul. 31, 2022														43,285,001
Beginning balance at Jan. 31, 2023	488,871		$ 12	$ 1,243,637	$ (754,677)
Beginning balance (in shares) at Jan. 31, 2023			118,190,135
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,413			3,413
Net loss	(34,815)				(34,815)
Ending balance at Jul. 31, 2023	460,700		$ 12	1,250,148	(789,492)
Ending balance (in shares) at Jul. 31, 2023			119,270,214
Beginning balance at Apr. 30, 2023	474,932		$ 12	1,247,652	(772,656)
Beginning balance (in shares) at Apr. 30, 2023			118,663,481
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,314			2,314
Net loss	(16,836)				(16,836)
Ending balance at Jul. 31, 2023	$ 460,700		$ 12	$ 1,250,148	$ (789,492)
Ending balance (in shares) at Jul. 31, 2023			119,270,214

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (34,815)	$ (21,458)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	608	317
Amortization of software development costs	57	315
Amortization of acquired intangible assets	23,995	1,579
Amortization of right-of-use assets	678
Amortization of deferred debt issuance costs	45
Stock-based compensation	3,413	852
Provision for bad debts	140	(7)
Change in fair value of warrants	884	2,059
Change in fair value of purchase consideration liability	(1,206)
Change in fair value of sponsor earnout shares	(1,941)
Deferred tax expense	(8,154)
Noncash interest expense	6,865	523
Changes in operating assets and liabilities:
Accounts receivable	(3,445)	2,844
Deferred contract acquisition costs	3,799	(117)
Prepaid expenses and other assets	(7)	(1,583)
Accounts payable, accrued compensation, accrued expenses, and other current liabilities	(1,783)	(2,660)
Operating lease liabilities	(643)
Deferred revenue	1,765	3,514
Other liabilities		(22)
Net cash used in operating activities	(17,343)	(13,844)
Cash Flows from Investing Activities:
Business acquisition, net of cash acquired	(7,892)
Purchases of property and equipment	(427)	(245)
Capitalized software	(76)	(483)
Net cash used in investing activities	(8,395)	(728)
Cash Flows from Financing Activities:
Exercise of stock options	262	104
Proceeds from issuance of debt, net of issuance costs	7,425	7,412
Repayment of debt	(469)	(469)
Net cash provided by financing activities	7,218	7,047
Foreign currency translation adjustment	133	54
Net change in cash, cash equivalents, and restricted cash	(18,387)	(7,471)
Cash, cash equivalents, and restricted cash beginning of year	47,649	10,374
Cash, cash equivalents, and restricted cash end of year	29,262	2,903
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	(884)	(2,266)
Cash paid for income taxes	(1,597)	(50)
Non-Cash Investing and Financing Activities:
Exercise of warrants		5,900
Issuance of warrants along with issuance of debt	126	$ 518
Accrual of purchase consideration in connection with business acquisition	9,827
Convertible note issued in connection with business acquisition	3,333
Operating lease liabilities arising from obtaining right-of-use assets	$ 3,895
ID Experts Holdings, Inc. and Subsidiary [Member]
Cash Flows from Operating Activities:
Net loss			$ (29)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			39
Amortization of deferred debt issuance costs			2
Stock-based compensation			13
Gain on warrant exercised			(8)
Provision for bad debts			(130)
Loss on sale of property and equipment			1
Change in fair value of warrants			133
Change in fair value of debt			479
Deferred tax expense			3
Changes in operating assets and liabilities:
Accounts receivable			(1,910)
Deferred contract acquisition costs			(165)
Prepaid expenses and other assets			(81)
Accrued compensation, accrued expenses, and other current liabilities			(758)
Accounts payable			664
Deferred revenue			804
Net cash used in operating activities			(943)
Cash Flows from Investing Activities:
Purchases of property and equipment			(42)
Net cash used in investing activities			(42)
Cash Flows from Financing Activities:
Exercise of stock options			11
Net cash provided by financing activities			11
Net change in cash, cash equivalents, and restricted cash			(974)
Cash, cash equivalents, and restricted cash beginning of year			17,986
Cash, cash equivalents, and restricted cash end of year			17,012
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest			(255)
Cash paid for income taxes			(107)
Non-Cash Investing and Financing Activities:
Increase in redeemable convertible preferred stock			(264)
Decrease in accrued expense			272
Increase in retained earnings			$ (8)

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jul. 31, 2023	Jul. 31, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 28,849	$ 2,803
Restricted cash included in other assets	413	100
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows.	$ 29,262	$ 2,903

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jul. 31, 2023	Jun. 30, 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. 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. On April 21, 2023 , the Company completed its acquisition of Lookingglass Cyber Solutions, Inc. (LookingGlass), a leader in external attack surface management and global threat intelligence. ZeroFox Holdings conducts its business through its wholly-owned, consolidated subsidiaries, primarily ZeroFox, Inc., Identity Theft Guard Solutions, Inc, and Lookingglass Cyber Solutions, Inc. 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). 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 (the “Company”) believes it has a leading position in the United States by revenues as a provider of data breach response services, and associated identity and privacy protection services, to both government and commercial entities. The Company's data breach solutions include prevention, detection, forensic services, notification, and recovery assistance. The Company'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., the primary operating entity, became the wholly owned subsidiary of ID Experts Holdings, Inc. as a result of its recapitalization. The Company serves clients throughout the United States (U.S.) and its headquarters are in Portland, Oregon. On December 15, 2021, the Company’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 the Company is to be merged with ZeroFox, Inc. (“ZeroFox”) and L&F Acquisition Corp., a publicly traded special purpose acquisition corporation (SPAC). As noted in Note 2b, the transaction will be accounted for in one of two ways. In each scenario, the Company is expected to be the legal and accounting acquiree. The transaction, which is expected to close in mid-2022, is subject to regulatory approvals and customary closing conditions.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Accounting Policies [Line Items]
Summary of Significant Accounting Policies	2: Summary of Significant Accounting Policies Basis of Presentation As a 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 the period prior to the Closing Date and the financial statements of the Company as “Successor” for the periods after the Closing Date, including the consolidation of ZeroFox, Inc., IDX, and LookingGlass. The accompanying condensed 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) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. References to US GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codifications (ASC). Unaudited Interim Financial Information The interim condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the SEC and are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained herein comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and are adequate to make the information presented not misleading. The interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Comprehensive Loss, Condensed Consolidated Statements of Stockholders Equity, Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit, and the Condensed Consolidated Statements of Cash Flows for the interim periods presented. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our 2023 Annual Report on Form 10-K filed with the Securities Exchange Commission on March 30, 2023. The Condensed Consolidated Statements of Comprehensive Loss for the Successor's three and six months ended July 31, 2023, are not necessarily indicative of the results to be anticipated for the entire year ending January 31, 2024, or thereafter. All financial information as of and for the Predecessor's three and six months ended July 31, 2022, referenced in the notes to the condensed consolidated financial statements is unaudited . 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 condensed 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 condensed 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 condensed 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 8), (8) fair value of the purchase consideration liability, and (9) 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. 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) Allocate 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 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. Revenue from Non-Cancelable Contracts As of July 31, 2023, the Company had approximately $ 105.3 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 $ 105.3 million, the Company expects to recognize revenue of approximately $ 89.2 million in the twelve-month period August 2023 through July 2024 , approximately $ 11.8 million in the twelve-month period August 2024 through July 2025 , and approximately $ 4.3 million thereafter . Timing of Revenue Recognition The table below provides revenues earned by timing of revenue (in thousands). Successor Predecessor Successor Predecessor Revenue Recognition Timing Three months ended Three months ended Six months ended Six months ended Over time $ 46,365 $ 14,690 $ 88,574 $ 27,468 Point in time 15,870 462 19,195 1,275 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743 Disaggregation of Revenue The table below provides revenues earned by line of service (in thousands). Successor Predecessor Successor Predecessor Revenue Line Three months ended Three months ended Six months ended Six months ended Subscription revenue $ 23,220 $ 14,690 $ 41,443 $ 27,468 Services revenue Breach 37,988 — 64,138 — Other services 1,027 462 2,188 1,275 Total services revenue 39,015 462 66,326 1,275 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743 The table below provides revenues earned based on geographic locations of our customers (in thousands). Successor Predecessor Successor Predecessor Country Three months ended Three months ended Six months ended Six months ended United States $ 57,486 $ 11,423 $ 98,580 $ 21,557 Other 4,749 3,729 9,189 7,186 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743 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 For the three months ended July 31, 2023, two customers accounted for 10 % or more of total consolidated revenue; one individual customer accounted for 13 % and one individual customer accounted for 33 %. For the six months ended July 31, 2023, one individual customer accounted for 38 % of total consolidated revenue. For the Quarter to Date Predecessor Period and the Year to Date Predecessor Period, there was no individual customer that accounted for 10 % or more of total consolidated revenue. As of July 31, 2023, two customers accounted for 10 % or more of total accounts receivable; one individual customer accounted for 16 % and one individual customer accounted for 19 %. As of January 31, 2023, one customer accounted for 23 % of total accounts receivable. 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 2020 through 2023. Under ASC 740, the Company determined that some of its income tax positions did not meet the more-likely-than-not recognition threshold and, therefore, recorded a reserve of $ 1.6 million as of July 31, 2023. Business Combinations The Company accounted for the LookingGlass Business Combination (see Note 4) using the acquisition method pursuant to ASC 805, Business Combinations . The Company is the accounting acquirer of LookingGlass. The Company accounted for 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 LookingGlass Business Combination. Transaction Fees All transaction fees and expenses associated with business combinations were expensed as incurred. The Company recorded approximately $ 1.5 million of professional and other transaction fees related to the LookingGlass Business Combination in gen eral and administrative expenses in the Condensed Consolidated Statements of Comprehensive Loss for the six months ended July 31, 2023. The Company did not incur transaction fees during the three months ended July 31, 2023. The Predecessor recorded $ 2.4 million and $ 3.2 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended July 31, 2022, respectively. 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 not required. Sponsor Earnout Shares The Company analyzed the terms of the Sponsor Earnout Shares (see Note 8) 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 loss 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, they do not meet the definition of "participating securities". LookingGlass Earnout Shares The Company analyzed the terms of the LookingGlass Earnout Shares (see Note 9) and determined they are within the scope of ASC 480 and qualify for liability treatment as the shares to be issued vary based on if LookingGlass achieves certain contract thresholds within a specified period of time or if a certain contract is renewed with a specified contract value within a specified period of time (see "LookingGlass Earnout Shares" in Note 9). The LookingGlass Earnout Shares are not considered outstanding for accounting purposes since they are considered contingently issuable and are therefore, excluded from the calculation of basic loss per share. The Company analyzed the terms of the LookingGlass 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 LookingGlass Earnout Shares are not entitled to nonforfeitable rights to dividends and as such, they do not meet the definition of "participating securities". LookingGlass Deferred Shares The Company analyzed the terms of the LookingGlass Deferred Shares (see Note 9) and determined they are within the scope of ASC 480. The Company determined that the LookingGlass Deferred Shares do not meet the requirements to be recognized as an equity instrument based on the settlement provisions provided by the merger agreement. Therefore, the Company recognizes the LookingGlass Deferred Shares as a liability recorded at fair value. The Company analyzed the terms of the LookingGlass Deferred Shares to determine if they meet the definition of "participating securities", which would require the two-class method of EPS. The holders of the LookingGlass Deferred Shares are not entitled to nonforfeitable rights to dividends and as such, they do not meet the definition of "participating securities". 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 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 Condensed Consolidated Statements of Comprehensive Loss. The Company assessed the Public and Private Warrants and the Stifel Warrant (see Note 7) and determined each met the criteria for liability treatment. 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 July 31, 2023, and January 31, 2023, the Company had outstanding Public 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 July 31, 2023, the Company measured the Stifel Warrant (see Note 7) based on Level 3 inputs. The assumptions used to value all warrants are described in Note 7. A summary of the changes in the fair value of warrants is as follows (in thousands): Successor Public Private Warrant liabilities - January 31, 2023 $ 1,373 $ 1,208 Issuance of warrants — 126 Gain due to change in fair value of warrants ( 1,028 ) ( 924 ) Warrant liabilities - July 31, 2023 $ 345 $ 410 Predecessor Public Private 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 - July 31, 2022 $ — $ 7,387 The Stifel Warrant is included in the Private Warrants column in the table above as of July 31, 2023. The Company measured the liabili
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 condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) set forth by the Financial Accounting Standards Board (FASB). References to U.S. GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (ASC). b. 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 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, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The Company is in the process of merging with a publicly traded SPAC, which will be accounted for in one of two ways depending on the redemption elections of the SPAC shareholder; (1) assuming minimum redemption, the merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP or (2) assuming maximum redemption, ZeroFox will be considered a variable interest entity and the merger will be accounted for as an acquisition by the SPAC of ZeroFox in accordance with U.S. GAAP. Refer to Note 1 for more information regarding the transaction. If the transaction were to be consummated, the surviving company 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 SPAC’s initial public offering, (ii) the last day of the fiscal year in which the surviving company has total annual gross revenue of at least $ 1.07 billion, (iii) the last day of the fiscal year in which the surviving company is deemed to be a large accelerated filer, which means the market value of the surviving company’s common stock that is held by non-affiliates exceeds $ 700.0 million as of the prior June 30 th or (iv) the date on which the surviving company’s has issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period. c. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. d. Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenues 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 condensed consolidated financial statements. e. Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company 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. The Company 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. 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 the Company expects to be entitled to receive in exchange for those products or services. To achieve the core principle of this standard, the Company 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, the Company 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 the Company’s revenue recognition: Three Months Ended Six Months Ended Breach - point in time 15.3 % 13.1 % Breach - over time 80.8 % 82.9 % Membership services - over time 3.9 % 4.0 % As discussed in Note 3, all revenue was recognized over time prior to the adoption of ASC 606. Breach Services The Company’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 the Company’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 The Company 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 three and six months ended June 30, 2022. 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 the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances. The Company’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. The Company 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. The Company’s breach business derives revenue from two main performance obligations: (i) notification and (ii) combined call center and monitoring services, described further in Note 3. At contract inception, the Company 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 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, the Company 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. The Company rarely sells its individual breach services on a standalone basis and accordingly, the Company is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because the Company does not sell the service separately, the Company reviews information that includes historical discounting practices, market conditions, cost-plus analyses, and other observable inputs to determine an appropriate SSP. The Company 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, the Company 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. The Company 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. The Company’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 the Company’s operations. The Company has not experienced significant refunds to customers. The Company’s estimates related to revenue recognition may require significant judgment and the change in these estimates could have an effect on the Company’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 Condensed Consolidated Balance Sheets. The Company 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 the Company’s breach services agreements, customers are typically invoiced at the beginning of the arrangement for the entire contract amount. 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 $ 7.5 million as of June 30, 2022. These unbilled amounts are included in accounts receivable as the Company has the unconditional right to receive this consideration. Contract assets are presented as other receivables within the Condensed Consolidated Balance Sheets and primarily relate to the Company’s rights to consideration for work completed but not billed on service contracts. Contract assets are transferred to receivables when the Company 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. During the three and six months ended June 30, 2022, the Company recognized $ 2.0 million and $ 4.5 million of revenue that was included in deferred revenue at the end of the preceding year, respectively. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above. The Company expects to recognize as revenue approximately 57 % of its June 30, 2022, deferred revenue balance in the remaining two quarters of 2022 , 43 % in the six months ended June 30, 2023 , and the remainder thereafter. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company 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 the Company's services and not to facilitate financing arrangements. 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 the 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. g. Contract Costs The Company capitalizes costs to obtain a contract or fulfill a contract. These costs are recorded as deferred contract acquisitions costs on the Condensed 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. The Company determined the estimated period of benefit by taking into consideration the contractual term. The Company 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 Condensed Consolidated Statements of Income. Amortization expense associated with costs to obtain a contract (sales commissions) is recorded to sales and marketing expense on the Condensed Consolidated Statements of Income. h. 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 on the Condensed Consolidated Statements of Income. i. 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 the Company’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. j. Advertising Advertising costs are expensed as incurred. Advertising costs amounted to $ 0.4 million and $ 0.7 million for the three and six months ended June 30, 2022, respectively. k. Stock-Based Compensation The Company 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 the Company faced on the grant date, the preferences of the Company’s debt holders and preferred stockholders, and the lack of liquidity of the Company’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 Company’s Consolidated Statements of Income for options amounted to $ 0.01 million for the three and six months ended June 30, 2022. l. Earnings (Loss) per Share Series A-1 and A-2 Preferred Stock are participating securities due to their rights to receive dividends. The Company 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, the Company 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 the Company’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. m. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash balances and trade accounts receivable. The Company maintains cash balances at two financial institutions. The balances, at times, exceed federally insured limits. As of June 30, 2022, balances exceeded federally insured limits by $ 17.0 million. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk from cash. Concentrations of credit with respect to accounts receivables are generally limited due to the large number of customers, outside the U.S. Government, comprising the Company's customer base and their dispersion across different industries. The Company generated 70 % and 73 % of its revenue in for the three and six months ended June 30, 2022, respectively, from the U.S. Government, who generally pays invoices in less than thirty days and is deemed to be a low credit risk. On June 30, 2022, accounts receivables from the U.S. Government made up 57 % of the Company’s outstanding accounts receivables. n. Income Taxes The Company 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. The Company 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. The Company records interest related to unrecognized tax benefits in income tax expense, $ 0.1 million in penalties and interest have been accrued to expense as of June 30, 2022, and are discussed further in Note 6 . 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. The Company 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. The Company’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. The Company's income tax returns are generally 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 June 30, 2022, the Company’s income tax returns for the years ended December 31, 2016 through 2021 are subject to examination by the Internal Revenue Service and applicable state and local taxing authorities. o. Sales and Use Taxes The Company collects sales tax in various jurisdictions. Upon collection from customers, it records the amount as a payable to the related jurisdiction. On a periodic basis, it files a sales tax return with the jurisdictions and remits the amounts indicated on the return. p. 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. The Company 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. q. Deferred Rent and Lease Incentives Rent expense and lease incentives from the Company’s operating leases are recognized on a straight-line basis over the lease term. The Company’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. r. Standards Issued and Adopted In May 2021, the FASB issued ASU 2021-04, Earnings per Share (“Topic 260”), Debt – Modifications and Extinguishments (“Subtopic 470-50”), Compensation – Stock Compensation (“Topic 718”), and Derivatives and Hedging – Contracts in Entity’s Own Equity (“Subtopic 815-40”). ASU 2021-04 clarifies the accounting by issuers for modifications or exchanges of equity-classified warrants and is effective for fiscal years starting after December 15, 2021. IDX adopted ASU 2021-04 effective as of January 1, 2022. The adoption of ASU 2021-04 did not have an impact on the condensed consolidated financial statements. s. 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. 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jul. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements	3: Fair Value Measurements The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands): Fair value measurements at July 31, 2023 using: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ ( 345 ) $ — $ — $ ( 345 ) Private warrants — ( 303 ) ( 107 ) ( 410 ) Sponsor earnout shares — — ( 504 ) ( 504 ) Purchase consideration liability — — ( 9,026 ) ( 9,026 ) Total financial liabilities $ ( 345 ) $ ( 303 ) $ ( 9,637 ) $ ( 10,285 ) 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 ) See Note 6 for a discussion of the fair value of debt. The assumptions used to value the warrants are described in Note 7. The assumptions used to value the Sponsor Earnout Shares are described in Note 8. The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments. Purchase Consideration Liability As of July, 2023, the Company had an obligation to transfer $ 9.0 million in stock issuances to the former owners of LookingGlass in connection with the LookingGlass Business Combination (see Note 4). The purchase consideration liability represents a financial liability that will be settled in shares of the Company's Common Stock. See Note 9 for discussion of the assumptions and inputs used to determine the fair value of the purchase consideration liability. The Company classified the purchase consideration liability as Level 3 within the fair value hierarchy as the fair market value includes estimates of certain contingencies to be achieved as of the reporting date. The estimates of the contingencies relate to the LookingGlass Earnout Shares and the variable portion of the LookingGlass Deferred Shares and are considered unobservable inputs.

Acquisitions

Acquisitions	6 Months Ended
	Jul. 31, 2023
Business Combinations [Abstract]
Acquisitions	4: Acquisitions The Business Combination On August 3, 2022 , L&F, ZeroFox, Inc., and IDX, consummated 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 Company's common stock and public warrants began trading under the tickers ZFOX and ZFOXW, respectively. A summary of other terms provided with the settlement of the transaction is disclosed in our fiscal year 2023 10-K, filed with the SEC on March 30, 2023. Accounting for the ZeroFox, Inc. Merger As of July 31, 2023, the Company finalized its evaluation of the initial values of the assets and liabilities of ZeroFox, Inc. that were acquired in the Business Combination. The following table summarizes the fair value of the purchase consideration paid to affect the merger of ZeroFox, Inc. (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 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 final purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 2,806 Accounts receivable 13,961 Prepaid expenses and other assets 2,201 Property and equipment 598 Other assets 341 Goodwill 828,091 Intangible assets 185,000 Total assets acquired 1,032,998 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 8,183 Total liabilities assumed 83,592 Total consideration transferred $ 949,406 Accounting for the IDX Merger As of July 31, 2023, the Company finalized its evaluation of the initial values of the assets and liabilities of IDX that were acquired in the Business Combination. The following table summarizes the fair value of the purchase consideration paid to affect the merger of IDX (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 allocation of the purchase price to IDX's assets acquired and liabilities assumed based on their fair values as of August 3, 2022. The final purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 13,727 Accounts receivable 11,944 Prepaid and other expense 2,939 Property and equipment 125 Goodwill 285,970 Intangible Assets 100,500 Total assets acquired 415,205 Accounts payable $ 7,568 Accrued liabilities 4,944 Deferred revenue, current 9,314 Deferred revenue, net of current portion 1,522 Deferred tax liability 23,469 Total liabilities assumed 46,817 Total consideration transferred $ 368,388 Purchase Accounting Adjustments The Company recorded an adjustment during the three months ended July 31, 2023, to remove the carrying values of deferred contract acquisition costs that existed on the opening balance sheets of ZeroFox, Inc. and IDX on the Closing Date. The adjustment recorded included the reclassification to goodwill of the net book value of the deferred contract acquisition costs recorded on the balance sheets as of April 30, 2023, the reversal of sales and marketing expense related to the amortization of the deferred contract acquisition costs recognized in prior periods, and a reduction to the related deferred tax liabilities. The net impact of all elements of this adjustment was an increase to goodwill of $7.5 million and $0.2 million related to the acquisitions of ZeroFox, Inc. and IDX, respectively. The Company recorded additional entries for certain tax matters related to the acquisition of IDX during the months ended July 31, 2023. The Company reduced income tax payable by $1.3 million to account for the portion of transaction costs related to the Business Combination that were deductible for income tax purposes. The Company recorded an additional $0.5 million reserve for IDX income tax positions that did not meet the more-likely-than-not recognition threshold. The net impact of these adjustments was a decrease to goodwill of $0.8 million related to the acquisition of IDX. LookingGlass Business Combination On April 21, 2023 , the Company completed the acquisition of LookingGlass, a privately-held software company (the LookingGlass Business Combination). We expect the acquisition of LookingGlass will strengthen our Platform with industry-leading attack surface and threat intelligence capabilities. The purchase consideration includes a potential maximum of 9.637 million shares of Company Common Stock, subject to adjustment for the LookingGlass Earnout Shares (see Note 9) and other customary purchase price adjustments. As of the date of the transaction, we estimated that 8.589 million shares will be issued to the selling shareholders. The following table summarizes the estimated fair value of the purchase consideration (in thousands, except per share data): Purchase consideration liability: Purchase consideration shares LookingGlass Earnout Shares 1,862,500 LookingGlass Deferred Shares 6,727,048 Total purchase consideration shares 8,589,548 Adjusted closing price per share of the Company's Common Stock (ZFOX) on April 21, 2023 $ 1.10 Fair value of purchase consideration liability $ 9,422 Cash consideration $ 9,500 Convertible note 3,333 Total purchase consideration $ 22,255 The purchase consideration liability is discussed further in Note 9. The convertible note is discussed further in Note 6 under the caption "Alsop Louie Convertible Note". The Company recorded the preliminary allocation of the purchase price to LookingGlass' assets acquired and liabilities assumed based on their fair values as of April 21, 2023. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 1,608 Accounts receivable 3,233 Prepaid expenses and other assets 1,561 Property and equipment, net 1,627 Operating lease right-of-use assets 656 Goodwill 9,317 Intangible assets 17,900 Deferred tax assets 1,464 Total assets acquired $ 37,366 Accounts payable $ 1,304 Accrued compensation, accrued expenses, and other current liabilities 2,279 Operating lease liabilities, current 584 Deferred revenue, current 10,850 Operating lease liabilities, net of current portion 94 Total liabilities assumed 15,111 Total consideration transferred $ 22,255 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 Customer relationships $ 13,700 10 Multi-period Excess Earnings method of the Income Approach Developed technology 4,000 7 Relief from Royalty method Trade names and trademarks 200 2 Relief from Royalty method $ 17,900 The goodwill of $ 9.3 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 LookingGlass. None of the goodwill recognized is expected to be deductible for income tax purposes. The measurement period for the assets and liabilities for the LookingGlass Business Combination remains open for the period of up to one year following completion of the transaction. The Company is finalizing the fair value of the purchase consideration liability and allocation of purchase price, including the acquired intangible assets and income taxes. The results of operations of LookingGlass are included in our Condensed Consolidated Statements of Comprehensive Loss from the acquisition date and were not material. The impact of the unaudited supplemental pro forma financial statements is not material to the condensed consolidated financial statements and therefore this information is not presented.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jul. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	5: Goodwill and Intangible Assets A summary of the changes in the fair value of goodwill is as follows (in thousands): Successor Goodwill (gross) - January 31, 2023 $ 1,105,258 Accumulated impairment loss (698,650 ) Goodwill (net) - January 31, 2023 $ 406,608 Business acquisition 10,127 Purchase accounting adjustments from the Business Combination 6,900 Goodwill (net) - July 31, 2023 $ 423,635 Predecessor Goodwill (gross) - January 31, 2022 $ 35,002 Adjustment related to business acquisitions — Goodwill (net) - July 31, 2022 $ 35,002 Determining the fair value of the Company's single 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 (amounts in thousands, except for useful lives). As of July 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 8.7 $ 168,100 $ ( 24,359 ) $ 143,741 Developed technology 5.1 99,800 ( 19,163 ) 80,637 Trademarks / trade names 10.0 35,500 ( 3,529 ) 31,971 $ 303,400 $ ( 47,051 ) $ 256,349 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 5.0 95,800 ( 9,425 ) 86,375 Trademarks / trade names 10.0 35,300 ( 1,737 ) 33,563 $ 285,500 $ ( 23,056 ) $ 262,444 The tables below summarizes the future amortization of the Company’s intangible assets (amounts in thousands). Fiscal 2024 (remaining 6 months) $ 20,568 Fiscal 2025 41,009 Fiscal 2026 40,932 Fiscal 2027 40,909 Fiscal 2028 31,484 Thereafter 81,447 Total amortization of intangible assets expense $ 256,349 On the Company's Condensed Consolidated Statements 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 Condensed Consolidated Statements of Comprehensive Loss as follows (in thousands): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Cost of revenue - subscription $ 4,938 $ 128 $ 9,737 $ 256 Sales and marketing 6,383 644 12,466 1,288 General and administrative 908 18 1,792 35 Total amortization of acquired intangible assets $ 12,229 $ 790 $ 23,995 $ 1,579

Debt

Debt	6 Months Ended
	Jul. 31, 2023
Debt Instrument [Line Items]
Debt	6: Debt The tables below summarize key terms of the Company’s debt (amounts in thousands, except for interest rates). As of July 31, 2023 Lender Stated Effective Gross Unamortized Unamortized Net Stifel Bank 9.50 % 9.83 % $ 22,500 $ ( 111 ) $ ( 71 ) $ 22,318 InfoArmor 5.50 % 5.50 % 1,875 — — 1,875 Convertible notes 7.00 % Cash / 8.75 % PIK 9.77 % 163,429 — ( 102 ) 163,327 Alsop Louie Convertible Note (1) 6.00 % 3.36 % 3,333 — — 3,333 $ 191,137 $ ( 111 ) $ ( 173 ) $ 190,853 Current portion of long-term debt $ 938 Long-term debt 189,915 $ 190,853 (1) Per the note agreement, the note is interest free for the first twelve months and bears interest at a rate of 6 % per annum thereafter. As of January 31, 2023 Lender Stated Effective Gross Unamortized Unamortized 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 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 7 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 July 31, 2023, and January 31, 2023, and no amount was recorded. On December 8, 2021, the Predecessor amended its loan and security agreement with Stifel. The amendment provided for an additional borrowing of $ 5.0 million, from which the Company borrowed $ 5.0 million in December 2021. In connection with the LookingGlass Business Combination, the Company amended its loan and security agreement with Stifel Bank on April 21, 2023. The amendment extended the maturity date to June 30, 2025 , and increased the aggregate borrowing limit to $ 22.5 million. The Company borrowed $ 7.5 million on April 21, 2023, and issued a warrant to purchase 128,676 shares of common stock at an exercise price of $ 1.36 . Additionally, the amendment superseded the financial covenants for which the Company must be in compliance. The amended financial covenants include a covenant whereby the ratio of (A) the Company's unrestricted cash held at Stifel Bank plus 50 % of the Company's net accounts receivable to (B) the Company's outstanding debt to Stifel Bank must equal at least 1.5 to 1.0. The amendment also requires the Company to maintain unrestricted cash at Stifel Bank of at least $ 17.5 million at all times. The Company was in compliance with its financial covenants as of July 31, 2023. 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 July 31, 2023, $ 0.9 million was recorded in current portion of long-term debt in the Condensed Consolidated Balance Sheet. 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 elects 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 July 31, 2023, the net carrying amount of the Convertible Notes of $ 163.4 million (reflected as long term debt on the Condensed Consolidated Balance Sheet) compares to the fair value of $ 107.7 million. The fair value of the Convertible Notes is categorized as a Level 3 liability in the fair value hierarchy. Alsop Louie Convertible Note In connection with the LookingGlass Business Combination, on April 21, 2023, the Company issued a subordinated convertible promissory note in the principal amount of approximately $ 3.3 million to Alsop Louie Capital 2, L.P. in satisfaction of certain LookingGlass indebtedness (the Alsop Louie Convertible Note). The Alsop Louie Convertible Note matures on July 31, 2025 , is interest free for the first twelve months, and bears interest at a rate of 6 % per annum thereafter. Upon maturity of the Alsop Louie Convertible Note, the Company shall be obligated to pay, and prior to maturity the Company may elect to prepay, the principal amount and accrued interest on the Alsop Louie Convertible Note by paying cash, by issuing shares of common stock, or by a combination of cash and shares. At any time beginning July 1, 2024, the Alsop Louie Convertible Note shall become due if the volume-weighted average trading price of the Company’s common stock equals or exceeds $ 5.00 over a twenty-day trading period. The note holder will have the right to cause the Company to pay all of its outstanding obligation upon the occurrence of an event of default (as defined in the agreement governing the Alsop Louie Convertible Note), at a price equal to 100 % of the principal plus accrued and unpaid interest. Additionally, upon the occurrence of an event of default, the interest rate accruing on the unpaid interest will increase by 1.5 % per annum after each anniversary of the event of default. Any payments on the Alsop Louie Convertible Note with shares of the Company's Common Stock will be determined based on the volume-weighted average trading price over a five-day trading period. The Company analyzed the share conversion features and concluded they 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. The carrying amount of the Alsop Louie Convertible Note approximates fair value due to the short duration of time that has elapsed since the Alsop Louie Convertible Notes has been issued.

Warrants

Warrants	6 Months Ended
	Jul. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Warrants	7: Warrants ZeroFox Holdings, Inc. Public Warrants and Private Warrants At July 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 public closing price for the Company's Public Warrants as of July 31, 2023, was $ 0.04 per warrant, resulting in a fair value of $ 0.3 million and $ 0.3 million for the Public Warrants and Private Warrants, respectively. The Company recorded the change in the fair value of both the Public and Private warrants to change in fair value of warrant liabilities on the Condensed Consolidated Statement of Comprehensive Loss. Stifel Warrant The Company, in connection with the amendment to the loan and security agreement with Stifel Bank on April 21, 2023 (see Note 6), agreed to issue to Stifel Bank a warrant to purchase 128,676 shares of the Company's Common Stock at an exercise price of $ 1.36 (the Stifel Warrant). The Stifel Warrant will expire ten years from the completion of the LookingGlass Business Combination or earlier upon exercise by the holder or acquisition of the Company (subject to the terms of the warrant). Fair Value of Stifel Warrant The fair value of the Stifel Warrant was determined using a Black-Scholes model. The assumptions used in estimating the fair value of the Stifel Warrant are included in the table below. There are no values as of January 31, 2023, as the warrant was issued on April 21, 2023. July 31, 2023 Asset price $ 1.15 Exercise price of the warrant $ 1.36 Contractual term 9.7 Volatility 65.00 % Dividend yield 0.00 % Risk-free rate 4.00 % The fair value of the Stifel Warrant was determined to be $ 0.1 million at July 31, 2023. The Company recorded the change in the fair value of the Stifel Warrant to change in fair value of warrant liabilities on the Condensed Consolidated Statement of Comprehensive Loss.

Revenue from Contracts with Cus

Revenue from Contracts with Customers	6 Months Ended
	Jun. 30, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers	3: Revenue from Contracts with Customers Performance Obligations The Company’s primary performance obligations under breach services contracts are notification services and combined call center and monitoring services. These were determined by reviewing all of the services provided within the Company’s contracts and establishing whether each service is capable of being distinct and capable of being distinct within the context of the contract. With each performance obligation, the customer can benefit from the service either on its own or together with other resources readily available and it is separately identifiable from other promises in the contract. The following table summarizes breach revenue from contracts with customers for the three and six months ended June 30, 2022 (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Notification services $ 4,460 $ 7,444 Call center and monitoring services 23,630 47,012 Total breach services $ 28,090 $ 54,456 Notification Services The Company’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 the Company’s third-party printers and mailed via USPS. The Company recognizes revenue for notification services upfront upon the date that the notifications are mailed, which typically coincides with the call center start date. The Company 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 the Company’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. The Company typically invoices for these services upfront for fixed price contracts. For variable price contracts, the Company 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 For the three and six months ended June 30, 2022, revenue from consumer membership services was 4 % of total revenue. For the three and six months ended June 30, 2022, no single consumer membership services customer exceeded 10% of total revenue. Timing of Revenue Recognition As a result of the adoption of ASC 606, the timing of recognition of certain performance obligations has changed. For example, most breach services contracts contain distinct performance obligations and now have a portion of revenue recognized up front, whereas these arrangements were previously recognized over time. In addition, allocating the transaction price on a relative SSP basis under the new guidance has generally resulted in an acceleration of revenue of point-in-time performance obligations. Contract Costs During the three and six months ended June 30, 2022, the Company recognized $ 4.1 million and $ 6.7 million of amortization expense of capitalized contract costs, respectively. Contract costs include fulfillment costs and costs to obtain contracts. There were no impairment losses recognized for the three and six months ended June 30, 2022. Remaining Performance Obligations Remaining performance obligations represent contracted revenue that has not been recognized, which include contract liabilities and amounts that will be billed and recognized as revenue in future periods. As of June 30, 2022, the Company had $ 93.1 million of remaining performance obligations. The approximate percentages expected to be recognized as revenue in the future are as follows (in thousands, except percentages): 0- 12 Months 13- 24 Months Over 24 Months Total Remaining Performance Obligations Breach services 98 % 1 % 1 % $ 92,508 Consumer membership services 100 % 0 % 0 % 635 Total 98 % 1 % 1 % $ 93,143

Sponsor Earnout Shares

Sponsor Earnout Shares	6 Months Ended
	Jul. 31, 2023
Sponsor Earnout Shares [Abstract]
Sponsor Earnout Shares	8: Sponsor Earnout Shares 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 through July 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: July 31, 2023 January 31, 2023 Per Share Price of Company Common Stock $ 1.15 $ 3.62 Annual Equity Volatility 80.00 % 65.00 % Risk-Free Rate of Return 4.34 % 3.70 % Fair Value per Share Tranche I $ 0.43 $ 2.12 Fair Value per Share Tranche II $ 0.38 $ 1.88 Fair Value per Share Tranche III $ 0.36 $ 1.67 Aggregate Fair Value (in thousands) $ 504 $ 2,445 The Company recorded the change in the fair value of the Sponsor Earnout Shares to change in fair value of sponsor earnout shares on the Condensed Consolidated Statement of Comprehensive Loss.

Purchase Consideration Liabilit

Purchase Consideration Liability	6 Months Ended
	Jul. 31, 2023
Business Combinations [Abstract]
Purchase Consideration Liability	9: Purchase Consideration Liability The merger agreement governing the LookingGlass Business Combination (the merger agreement) provides that the selling shareholders are entitled to receive shares of Company Common Stock as part of the purchase consideration. The purchase consideration shares include two components: the LookingGlass Earnout Shares and the LookingGlass Deferred Shares. The purchase consideration shares shall be issued in three or four installments on the six-month, twelve-month, and eighteen-month anniversaries of the transaction closing date (April 21, 2023) and potentially a further issuance on July 31, 2025. LookingGlass Earnout Shares The LookingGlass merger agreement provides that the selling shareholders are entitled to receive up to 2.0 million shares of Company Common Stock (the LookingGlass Earnout Shares). The earnout period begins on February 1, 2023 . There are four triggers where, upon achievement of the trigger, the LookingGlass Earnout Shares will be earned. The triggers are: 1. Triggering event I - if LookingGlass generates $ 10.0 million in certain bookings (as defined in the merger agreement) or renews a specific contract for at least $ 12,680,840 (as defined in the merger agreement) on or before January 31, 2024, the LookingGlass Earnout Shares will be fully earned. 2. Triggering event II - if LookingGlass renews a specific contract on or before February 28, 2024, the LookingGlass Earnout Shares will be reduced by 250,000 shares. 3. Triggering event III - if LookingGlass renews a specific contract on or before March 31, 2024, the LookingGlass Earnout Shares will be reduced by 500,000 shares. 4. Triggering event IV - if LookingGlass renews a specific contract on or before April 30, 2024, the LookingGlass Earnout Shares will be reduced by 750,000 shares. As of July 31, 2023, no triggering events had been achieved. LookingGlass Earnout Shares Fair Value The Company performed a probability-weighted assessment to estimate the achievement of each of the triggering events and determined the fair value of the LookingGlass Earnout Shares. Management's estimate of the fair value of the LookingGlass Earnout Shares is $ 2.0 m illion as of July 31, 2023 and April 21, 2023. The Company recorded the change in the fair market value of the LookingGlass Earnout Shares to change in fair market value of purchase consideration liability on the Condensed Consolidated Statement of Comprehensive Loss. LookingGlass Deferred Shares The remaining purchase consideration shares consist of 5,761,841 shares that will be issued based on the passage of time (in accordance with the merger agreement) as well as a variable amount of shares that will be issued subject to indemnity claims (collectively, the LookingGlass Deferred Shares). The merger agreement provides that a variable number of shares of Company Common Stock will be withheld for a period of twelve months and be subject to indemnity claims by the Company, an additional 500,000 shares will be withheld until July 31, 2025, and be subject to certain indemnity claims by the Company. Purchase Consideration Liability Fair Value The Company performed probability-weighted assessments to estimate the amount of LookingGlass Earnout Shares and the variable portion of the LookingGlass Deferred Shares (related to indemnities) that will be issued pursuant to the merger agreement. The remaining portion of the purchase consideration shares is a fixed amount of 5,761,841 shares that will be issued pursuant to the merger agreement. The purchase consideration shares are remeasured to fair value each reporting date based on the Company's re-assessment of probability weightings related to the LookingGlass Earnout Shares and the variable portion of the LookingGlass Deferred Shares, as well as the price of the Company's Common Stock as reported on Nasdaq. The purchase consideration shares will remain unregistered with Nasdaq for a period of six months beginning on the transaction closing date. The Company applied a discount to the price of the Company's Common Stock to account for the restriction resulting from the shares not being registered on a national securities exchange until six months following the transaction closing date. The calculation of the fair value of the purchase consideration liability is included in the table below (in thousands, except per share data). There is no balance as of January 31, 2023, as the LookingGlass Business Combination occurred on April 21, 2023. July 31, 2023 Purchase consideration shares 8,589,548 Adjusted closing price per share of the Company's Common Stock (ZFOX) $ 1.05 Fair value of purchase consideration liability $ 9,026 The Company recorded the change in the fair market value of the purchase consideration liability to change in fair market value of purchase consideration liability on the Condensed Consolidated Statement of Comprehensive Loss.

Redeemable Convertible Preferre

Redeemable Convertible Preferred Stock	6 Months Ended
	Jun. 30, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Temporary Equity [Line Items]
Redeemable Convertible Preferred Stock	4: Redeemable Convertible Preferred Stock Series A-1 Redeemable Convertible Preferred Stock On July 29, 2016, the Company’s Board of Directors approved the issuance of up to 6,000,000 shares of Series A-1 preferred stock, par value $ 0.0001 . The original issuance price 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. Dividends If a dividend is declared 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 a dividend is declared 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. No dividends have been approved or declared by the Board of Directors related to the Company’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, which is outside of the Company’s control, and therefore, is classified as temporary equity. The redemption price is the higher of the fair market value of the shares upon conversion to common stock or 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 (2x) 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 the Company’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 $ 50.0 million 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, the Company’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 of the Series A-2 preferred stock was $ 1.053 . Series A-2 preferred stock is recorded at the maximum redemption value per the agreement in redeemable convertible preferred stock. Dividends If a dividend is declared 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 a dividend is declared 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. No dividends have been approved or declared by Board of Directors related to the Company’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 $ 50.0 million 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.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Class of Stock [Line Items]
Stockholders' Equity	10: Stockholders' Equity 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 outstandin g 119,270,214 shares of Common Stock as of July 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 July 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 shares of the Company's preferred stock. Preferred Stock The Board of Directors of the Company has not issued any classes or series of preferred stock as of July 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.
ID Experts Holdings, Inc. and Subsidiary [Member]
Class of Stock [Line Items]
Stockholders' Equity		5: 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 June 30, 2022, no Series B preferred stock was outstanding. Common Stock As of June 30, 2022, the Company 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 the Company’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 the Company. No dividends have been approved or declared by Board of Directors related to the Company’s common stock.

Income Taxes

Income Taxes	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Income Tax Disclosure [Line Items]
Income Taxes	12: Income Taxes For the three months ended July 31, 2023, the benefit from income taxes was $ 4.6 million. The effective tax rate of 21 .58 % differs from the statutory rate primarily as result of a change in the valuation allowance related to deductible temporary differences and carryforwards originating during the period, and the impact of state and foreign taxes. For the six months ended July 31, 2023, the benefit from income taxes was $ 7.7 million. The effective tax rate of 18.12 % differs from the statutory rate primarily as result of a change in the valuation allowance related to deductible temporary differences and carryforwards originating during the period, and the impact of state and foreign taxes. For the Quarter to Date Predecessor Period, the provision for income taxes was $ 0.1 million. The effective tax rate of ( 0.50 )% differs from the statutory rate primarily as result of a change in the valuation allowance related to deductible temporary differences and carryforwards originating during the period, and the impact of foreign taxes. For the Year to Date Predecessor Period, the provision for income taxes was $ 0.1 million. The effective tax rate of ( 0.52 )% differs from the statutory rate primarily as result of a change in the valuation allowance related to deductible temporary differences and carryforwards originating during the period, and the impact of foreign taxes. On July 31, 2023, and January 31, 2023, the Company recorded gross unrecognized tax benefits of approximately $ 1.4 million, $ 1.2 million of which, if recognized, would impact the Company's effective tax rate. The Predecessor had no unrecognized tax benefits recorded as of July 31, 2022. Interest and penalties accrued related to uncertain tax positions were $ 0.2 million and $ 0.1 million at July 31, 2023, and January 31, 2023, respectively.
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Income Taxes		6: Income Taxes The income (loss) before income taxes is solely from domestic sources. The provision for income taxes for the three and six months ended June 30, 2022, are as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Income tax expense from continuing operations $ 116 $ 22 Income (loss) from continuing operations before income taxes $ 345 $ ( 7 ) Effective income tax rate 33.6 % - 303.5 % The effective tax rate for the three and six months ended June 30, 2022 differs from the statutory rate due to non-deductible expenses and the impact of state taxes. The unrecognized tax benefits for uncertain tax positions was approximately $ 0.7 million as of June 30, 2022. Penalties and interest of $ 0.02 million have been accrued to expense as of June 30, 2022. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant. As of June 30, 2022, the Company is not currently under examination by tax authorities.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-Based Compensation	11: Stock-Based Compensation 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 July 31, 2023, there were 10,863,469 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 July 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 not issue any stock options from the Closing Date of the Business Combination to July 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 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 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 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 utilized the same estimation approach. Certain of the Predecessor's options began vesting prior to the grant date, in which case the Predecessor 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 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 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's common stock was not publicly traded. As a result, the Predecessor was required to estimate the fair value of their common stock. The Board of Directors of the Predecessor considered numerous objective and subjective factors to determine the fair value of the Predecessor'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's common stock; (ii) the prices, rights, preferences, and privileges of the respective Predecessor’s series of Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Predecessor’s common stock; (iv) actual operating and financial results of the Predecessor; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event for the Predecessor, such as an initial public offering or sale of the Predecessor, given prevailing market conditions; and (vii) precedent transactions involving the Predecessor’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. Successor Predecessor Assumptions July 31, 2023 July 31, 2022 Weighted-average risk-free rate N/A 1.48 % Weighted-average expected term of the option (in years) N/A 6.07 Weighted-average expected volatility N/A 38.92 % Weighted-average dividend yield N/A 0.00 % A summary of option activity is as follows (Aggregate Intrinsic Value in thousands): Successor Shares Weighted- Weighted- Aggregate Outstanding as of January 31, 2023 7,869,050 $ 1.55 5.58 $ — Granted — — Exercised ( 762,153 ) 0.34 Cancelled ( 314,546 ) 4.55 Outstanding as of July 31, 2023 6,792,351 1.54 5.50 — Vested as of July 31, 2023 5,647,324 1.14 5.06 52 Vested and expected to vest as 6,391,591 $ 1.41 5.36 $ — Predecessor Shares Weighted- Weighted- Aggregate Outstanding as of February 1, 2022 21,715,815 $ 0.44 6.29 $ 51,688 Granted 1,214,500 2.39 Exercised ( 392,450 ) 0.27 Cancelled ( 251,159 ) 1.47 Outstanding as of July 31, 2022 22,286,706 0.54 6.45 50,866 Vested as of July 31, 2022 14,784,495 0.27 5.41 37,759 Vested and expected to vest as 19,660,894 $ 0.47 6.18 $ 46,279 The Company did no t grant any options during the three or six months ended July 31, 2023. The weighted-average grant-date fair value of options granted during the Quarter to Date Predecessor Period was $ 1.07 . The weighted-average grant-date fair value of options granted during the Year to Date Predecessor Period was $ 1.00 . The total intrinsic value of options exercised during the three and six months ended July 31, 2023, was $ 0.1 million and $ 0.6 million, respectively. The total intrinsic value of options exercised during the Quarter to Date Predecessor Period was $ 0.3 million. The total intrinsic value of options exercised during the Year to Date Predecessor Period was $ 1.0 million. RSUs The fair value of RSUs is based on the closing price of the Company's Common Stock on the date of grant. The Predecessor did not grant RSUs during the six months ended July 31, 2022. A summary of RSU activity is as follows: Successor Shares Weighted-Average Outstanding as of January 31, 2023 2,802,426 $ 4.64 Granted 5,466,704 1.70 Vested ( 317,926 ) 4.48 Cancelled ( 181,500 ) 4.43 Outstanding as of July 31, 2023 7,769,704 $ 2.57 RSUs granted under the Company's stock incentive plans generally vest over a period of one to four years. The Company's 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 Condensed Consolidated Statements of Comprehensive Loss as follows (in thousands): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Cost of revenue - subscription $ 72 $ 8 $ 79 $ 18 Cost of revenue - services 36 1 42 2 Research and development 459 56 627 111 Sales and marketing 453 130 686 215 General and administrative 1,294 283 1,979 506 Total stock-based compensation expense $ 2,314 $ 478 $ 3,413 $ 852 Unrecognized compensation cost related to outstanding stock options totaled $ 2.3 million as of July 31, 2023, which is expected to be recognized over a weighted-average remaining period of 2.1 years. Unrecognized compensation cost related to outstanding RSUs totaled $ 16.9 million as of July 31, 2023, which is expected to be recognized over a weighted-average remaining period of 3.0 years.
ID Experts Holdings, Inc. and Subsidiary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-Based Compensation		7: Stock Incentive Plan In August 2016, the Company 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 the Company. Under the terms of the 2016 Plan a maximum of 6,287,732 shares of common stock are available for issuance. The Company 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, the Company terminated the 2016 Plan and all shares available for issuance were rolled into the 2017 Equity Incentive Plan (the "2017 Plan"). As of June 30, 2022, there were 265,000 awards outstanding and no shares available for issuance under the 2016 Plan. In August 2017, the Company adopted the 2017 Plan in which incentive equity awards were authorized to be issued to key employees, officers, directors, and consultants of the Company. 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. The Company 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 June 30, 2022, there were 2,315,682 awards outstanding and 296,977 shares available for issuance under the 2017 Plan. Stock-based compensation expense of $ 0.01 million for stock options was recorded in general and administrative expenses in the Condensed Consolidated Statements of Income for the three and six months ending June 30, 2022. As of June 30, 2022, there was $ 0.1 million of total compensation expense related to stock-based awards granted under the plans that will be recognized from the remaining quarters in 2022 through 2026. Stock-based compensation expense of $ 0.1 million is expected to be recognized over a weighted average period of 3.26 years. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The weighted average grant date fair value of options granted during the six months ended June 30, 2022, was $ 1.97 . The Company uses a simplified method to estimate the expected term of the options. The Company utilizes a divided yield rate of 0 % as it does not expect to issue dividends. Since the Company’s shares are not publicly traded, expected volatility is estimated 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 six months ended June 30, 2022, grants are as follows: Assumptions Six Months Ended March 31, 2022 Weighted-average risk-free rate 2.20 % Weighted-average expected term of the option (in years) 7.0 Weighted-average expected volatility 35.00 % Weighted-average dividend yield 0.00 % Stock option activity during the six months ended June 30, 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 ) 0.39 Outstanding as of June 30, 2022 2,580,682 $ 0.20 6.5 $ 12,008 Vested as of June 30, 2022 1,511,596 $ 0.17 5.3 $ 7,083 The weighted average grant date fair value of options exercised during the six months ended June 30, 2022, was $ 0.04 . The intrinsic value of options exercised during the six months ended June 30, 2022, was $ 1.3 million. The fair value of shares vested during the six months ended June 30, 2022, was $ 1.0 million.

Earnings (Loss) per Share

Earnings (Loss) per Share	6 Months Ended
	Jun. 30, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Earnings (Loss) per Share [Line Items]
Earnings (Loss) per Share	8: 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. Series A-1 and A-2 preferred stock are entitled to receive nonforfeitable dividends equivalent to the dividends paid to the holders of common stock; the preferred shares meet the definition of participating securities. The following table present the calculations of basic and diluted EPS for the three and six months ended June 30, 2022 (in thousands, except per share data): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Net income (loss) applicable to common equity $ 229 $ ( 29 ) Less: undistributed earnings allocated to participating securities 21 21 Net income (loss) applicable to common stockholders $ 250 $ ( 8 ) Total weighted-average common shares outstanding 12,756,222 12,706,627 Net income (loss) per share, basic and diluted $ 0.02 $ -

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Related Party Transactions	13: 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 lease expired on February 28, 2023 , and the Company continued to lease the facility on a month-to-month basis. On April 21, 2023, the lease agreement was amended to extend the lease for an additional three-year term through February 28, 2026 . The Company incurred rent expense of $ 0.1 million and $ 0.2 million during the three and six months ended July, 31 2023, respectively. The Predecessor incurred rent expense of $ 0.1 million and $ 0.2 million during the three and six months ended July 31, 2022, respectively . As of July 31, 2023, and January 31, 2023, the Company had leasehold improvement s of $ 0.1 million, net of accumulated depreciation of $ 0.1 million. 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 was a related party of the Company. The Company acquired the remaining portion of the LookingGlass business on April 21, 2023. 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 of $ 0.1 million and $ 0.1 million during the three and six months ended July, 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 agreement stipulated that the Predecessor will reimburse LookingGlass for services performed as part of the transition. During the three and six months ended July, 31 2022 , the Predecessor did no t incur any expense under the transition support agreement. The transition support agreement expired on July 31, 2022. The Predecessor accrued $ 0.1 million of payment-in-kind (PIK) interest for notes payable with related parties during the six months ended July 31, 2022.
ID Experts Holdings, Inc. and Subsidiary [Member]
Related Party Transaction [Line Items]
Related Party Transactions		9: Related Party Transactions The Company has a convertible debt loan due to several stockholders. The Company did not pay any loan fees or interest on the convertible debt loan to its stockholders for the three and six months ended June 30, 2022. Additionally, the Company recognized $ 0.1 million and $ 0.4 million in revenue from contracts with affiliates of minority stockholders and recognized $ 0 and $ 0.1 million in expense from contracts with affiliates of majority stockholders during the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 2022, expense of $ 0 and $ 0.1 million was recorded in cost of services in the Condensed Consolidated Statements of Income, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Line Items]
Commitments and Contingencies	14: 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 sales tax reviews as of July 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 July 31, 2023, the Company recorded an accrual of $ 1.3 million for IDX sales and use taxes that were not remitted prior to January 31, 2022. Employee Benefit Plans 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 maintain two separate defined contribution 401(k) plans for legacy IDX and LookingGlass employees. Employees meeting certain requirements are eligible to participate to the respective plan. Under both plans, eligible participants may contribute a portion of their compensation to the plan and the Company may make matching contributions. The Company may make discretionary contributions to each plan at its option. The Company contributed a total of $ 0.2 million and $ 0.3 million to the IDX and LookingGlass plans during the three and six months ended July 31, 2023, respectively. General Litigation The Company may become 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 party to any pending litigation as of July 31, 2023. Warranties and Indemnification The Company’s enterprise cloud platform is 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 include certain provisions for indemnifying customers against liabilities if its services infringe a third-party’s intellectual property rights. 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 condensed consolidated financial statements. The Company has 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 July 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		10. Commitments and Contingencies From time to time, the Company 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 the Company’s financial position, results of operations, or cash flows. The Company has entered a non-cancelable purchase commitment of $ 64.9 million related to twelve months of outsourced credit monitoring services provided to the Company’s largest customer as of June 30, 2022. This commitment amount and length is determined by the customer’s exercise of annual option periods.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Subsequent Event [Line Items]
Subsequent Events	11. 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
	Jul. 31, 2023	Jun. 30, 2022
Accounting Policies [Line Items]
Basis of Presentation	Basis of Presentation As a 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 the period prior to the Closing Date and the financial statements of the Company as “Successor” for the periods after the Closing Date, including the consolidation of ZeroFox, Inc., IDX, and LookingGlass. The accompanying condensed 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) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. References to US GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codifications (ASC).
Unaudited Interim Financial Information	Unaudited Interim Financial Information The interim condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the SEC and are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained herein comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and are adequate to make the information presented not misleading. The interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Comprehensive Loss, Condensed Consolidated Statements of Stockholders Equity, Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit, and the Condensed Consolidated Statements of Cash Flows for the interim periods presented. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our 2023 Annual Report on Form 10-K filed with the Securities Exchange Commission on March 30, 2023. The Condensed Consolidated Statements of Comprehensive Loss for the Successor's three and six months ended July 31, 2023, are not necessarily indicative of the results to be anticipated for the entire year ending January 31, 2024, or thereafter. All financial information as of and for the Predecessor's three and six months ended July 31, 2022, referenced in the notes to the condensed consolidated financial statements is unaudited .
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 condensed 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 condensed 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 condensed 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 8), (8) fair value of the purchase consideration liability, and (9) 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.
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) Allocate 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 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. Revenue from Non-Cancelable Contracts As of July 31, 2023, the Company had approximately $ 105.3 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 $ 105.3 million, the Company expects to recognize revenue of approximately $ 89.2 million in the twelve-month period August 2023 through July 2024 , approximately $ 11.8 million in the twelve-month period August 2024 through July 2025 , and approximately $ 4.3 million thereafter . Timing of Revenue Recognition The table below provides revenues earned by timing of revenue (in thousands). Successor Predecessor Successor Predecessor Revenue Recognition Timing Three months ended Three months ended Six months ended Six months ended Over time $ 46,365 $ 14,690 $ 88,574 $ 27,468 Point in time 15,870 462 19,195 1,275 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743
Disaggregation of Revenue	Disaggregation of Revenue The table below provides revenues earned by line of service (in thousands). Successor Predecessor Successor Predecessor Revenue Line Three months ended Three months ended Six months ended Six months ended Subscription revenue $ 23,220 $ 14,690 $ 41,443 $ 27,468 Services revenue Breach 37,988 — 64,138 — Other services 1,027 462 2,188 1,275 Total services revenue 39,015 462 66,326 1,275 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743 The table below provides revenues earned based on geographic locations of our customers (in thousands). Successor Predecessor Successor Predecessor Country Three months ended Three months ended Six months ended Six months ended United States $ 57,486 $ 11,423 $ 98,580 $ 21,557 Other 4,749 3,729 9,189 7,186 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743
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 three months ended July 31, 2023, two customers accounted for 10 % or more of total consolidated revenue; one individual customer accounted for 13 % and one individual customer accounted for 33 %. For the six months ended July 31, 2023, one individual customer accounted for 38 % of total consolidated revenue. For the Quarter to Date Predecessor Period and the Year to Date Predecessor Period, there was no individual customer that accounted for 10 % or more of total consolidated revenue. As of July 31, 2023, two customers accounted for 10 % or more of total accounts receivable; one individual customer accounted for 16 % and one individual customer accounted for 19 %. As of January 31, 2023, one customer accounted for 23 % of total accounts receivable.
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 2020 through 2023. Under ASC 740, the Company determined that some of its income tax positions did not meet the more-likely-than-not recognition threshold and, therefore, recorded a reserve of $ 1.6 million as of July 31, 2023.
Business Combinations	Business Combinations The Company accounted for the LookingGlass Business Combination (see Note 4) using the acquisition method pursuant to ASC 805, Business Combinations . The Company is the accounting acquirer of LookingGlass. The Company accounted for 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 LookingGlass Business Combination.
Transaction Fees	Transaction Fees All transaction fees and expenses associated with business combinations were expensed as incurred. The Company recorded approximately $ 1.5 million of professional and other transaction fees related to the LookingGlass Business Combination in gen eral and administrative expenses in the Condensed Consolidated Statements of Comprehensive Loss for the six months ended July 31, 2023. The Company did not incur transaction fees during the three months ended July 31, 2023. The Predecessor recorded $ 2.4 million and $ 3.2 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended July 31, 2022, respectively.
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 not required.
Sponsor Earnout Shares	Sponsor Earnout Shares The Company analyzed the terms of the Sponsor Earnout Shares (see Note 8) 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 loss 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, they do not meet the definition of "participating securities".
LGSC Earnout Shares	LookingGlass Earnout Shares The Company analyzed the terms of the LookingGlass Earnout Shares (see Note 9) and determined they are within the scope of ASC 480 and qualify for liability treatment as the shares to be issued vary based on if LookingGlass achieves certain contract thresholds within a specified period of time or if a certain contract is renewed with a specified contract value within a specified period of time (see "LookingGlass Earnout Shares" in Note 9). The LookingGlass Earnout Shares are not considered outstanding for accounting purposes since they are considered contingently issuable and are therefore, excluded from the calculation of basic loss per share. The Company analyzed the terms of the LookingGlass 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 LookingGlass Earnout Shares are not entitled to nonforfeitable rights to dividends and as such, they do not meet the definition of "participating securities".
LGCS Non-Contingent Shares	LookingGlass Deferred Shares The Company analyzed the terms of the LookingGlass Deferred Shares (see Note 9) and determined they are within the scope of ASC 480. The Company determined that the LookingGlass Deferred Shares do not meet the requirements to be recognized as an equity instrument based on the settlement provisions provided by the merger agreement. Therefore, the Company recognizes the LookingGlass Deferred Shares as a liability recorded at fair value. The Company analyzed the terms of the LookingGlass Deferred Shares to determine if they meet the definition of "participating securities", which would require the two-class method of EPS. The holders of the LookingGlass Deferred Shares are not entitled to nonforfeitable rights to dividends and as such, they do not meet the definition of "participating securities".
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 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 Condensed Consolidated Statements of Comprehensive Loss. The Company assessed the Public and Private Warrants and the Stifel Warrant (see Note 7) and determined each met the criteria for liability treatment.
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 July 31, 2023, and January 31, 2023, the Company had outstanding Public 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 July 31, 2023, the Company measured the Stifel Warrant (see Note 7) based on Level 3 inputs. The assumptions used to value all warrants are described in Note 7. A summary of the changes in the fair value of warrants is as follows (in thousands): Successor Public Private Warrant liabilities - January 31, 2023 $ 1,373 $ 1,208 Issuance of warrants — 126 Gain due to change in fair value of warrants ( 1,028 ) ( 924 ) Warrant liabilities - July 31, 2023 $ 345 $ 410 Predecessor Public Private 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 - July 31, 2022 $ — $ 7,387 The Stifel Warrant is included in the Private Warrants column in the table above as of July 31, 2023. 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 8. A summary of the changes in the fair value of the Sponsor Earnout Shares is included below (in thousands). There is no balance for the Predecessor as of July 31, 2022, as the earnout period began on the Closing Date of the Business Combination, August 3, 2022. Successor Sponsor earnout shares - January 31, 2023 $ 2,445 Gain due to change in fair value of sponsor earnout shares ( 1,941 ) Sponsor earnout shares - July 31, 2023 $ 504 The Company measured the purchase consideration liability using Level 2 inputs. The methodology and assumptions used to measure the purchase consideration liability are described in Note 9. A summary of the changes in the fair value of the purchase consideration liability is included below (in thousands). There is no balance for the Predecessor as of July 31, 2022, as the LookingGlass Business Combination occurred on April 21, 2023. Successor Purchase consideration liability - January 31, 2023 $ — Business acquisition 9,827 Adjustment related to business acquisition 405 Gain due to change in fair value of purchase consideration liability ( 1,206 ) Purchase consideration liability - July 31, 2023 $ 9,026 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 Alsop Louie Convertible Note (see Note 6) approximates fair value due to the short duration of time that has elapsed since the note has been issued.
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, inclusive of the LookingGlass purchase consideration shares that will be issued based on the passage of time (see Note 9). 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, LookingGlass Earnout Shares, the variable portion of the LookingGlass Deferred Shares (see Note 9), 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 following table sets forth computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Numerator: Net loss $ ( 16,836 ) $ ( 11,255 ) $ ( 34,815 ) $ ( 21,458 ) Net loss per share attributable to common $ ( 16,836 ) $ ( 11,255 ) $ ( 34,815 ) $ ( 21,458 ) Denominator: Weighted-average common stock outstanding 123,354,228 43,109,352 120,668,451 43,038,331 Net loss per share attributable to common stockholders $ ( 0.14 ) $ ( 0.26 ) $ ( 0.29 ) $ ( 0.50 ) 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. The following is a summary of the weighted average common stock equivalents, for the securities outstanding during the respective periods, that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Preferred stock (on an as-converted basis) — 241,244,382 — 241,205,423 Common stock options outstanding 7,023,583 22,220,605 7,205,348 22,177,042 Warrants to purchase preferred stock, all series — 5,803,231 — 5,840,764 Public and private warrants to purchase common stock 16,342,106 — 16,285,944 — Sponsor earnout shares 1,293,750 — 1,293,750 — Restricted stock units 7,793,543 — 6,484,960 — The LookingGlass Earnout Shares and the variable portion of the LookingGlass Deferred Shares are not included in the table above as they were not outstanding during the respective periods.
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. 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. The Predecessor’s redeemable convertible preferred stock consists of (in thousands except share data): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Shares Issued and Amount Shares Issued and Amount 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 — $ — 15,767,013 $ 36,291 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 — — 11,882,605 16,836 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 — $ — 121,628,641 $ 138,129
Standards Issued and Adopted	Standards Issued and Adopted 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 Company adopted ASU 2016-13 on February 1, 2023, using the modified transition approach. The adoption of the standard did not have a material impact on the condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction. The standard clarifies that entities should not apply a discount related to a contractual sale restriction of an equity security when measuring the fair value of the equity security. The standard provides that entities should instead consider sale restrictions that are characteristics of the equity security. The standard is effective for public business entities' fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt ASU 2022-03 effective February 1, 2023. The adoption of the standard did not have a material impact on the condensed consolidated financial statements.
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Basis of Presentation		Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) set forth by the Financial Accounting Standards Board (FASB). References to U.S. GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (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 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, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The Company is in the process of merging with a publicly traded SPAC, which will be accounted for in one of two ways depending on the redemption elections of the SPAC shareholder; (1) assuming minimum redemption, the merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP or (2) assuming maximum redemption, ZeroFox will be considered a variable interest entity and the merger will be accounted for as an acquisition by the SPAC of ZeroFox in accordance with U.S. GAAP. Refer to Note 1 for more information regarding the transaction. If the transaction were to be consummated, the surviving company 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 SPAC’s initial public offering, (ii) the last day of the fiscal year in which the surviving company has total annual gross revenue of at least $ 1.07 billion, (iii) the last day of the fiscal year in which the surviving company is deemed to be a large accelerated filer, which means the market value of the surviving company’s common stock that is held by non-affiliates exceeds $ 700.0 million as of the prior June 30 th or (iv) the date on which the surviving company’s 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 condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates		Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenues 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 condensed consolidated financial statements.
Cash and Cash Equivalents		Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company 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. The Company 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.
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 the Company expects to be entitled to receive in exchange for those products or services. To achieve the core principle of this standard, the Company 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, the Company 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 the Company’s revenue recognition: Three Months Ended Six Months Ended Breach - point in time 15.3 % 13.1 % Breach - over time 80.8 % 82.9 % Membership services - over time 3.9 % 4.0 % As discussed in Note 3, all revenue was recognized over time prior to the adoption of ASC 606. Breach Services The Company’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 the Company’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 The Company 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 three and six months ended June 30, 2022. 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 the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances. The Company’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. The Company 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. The Company’s breach business derives revenue from two main performance obligations: (i) notification and (ii) combined call center and monitoring services, described further in Note 3. At contract inception, the Company 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 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, the Company 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. The Company rarely sells its individual breach services on a standalone basis and accordingly, the Company is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because the Company does not sell the service separately, the Company reviews information that includes historical discounting practices, market conditions, cost-plus analyses, and other observable inputs to determine an appropriate SSP. The Company 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, the Company 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. The Company 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. The Company’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 the Company’s operations. The Company has not experienced significant refunds to customers. The Company’s estimates related to revenue recognition may require significant judgment and the change in these estimates could have an effect on the Company’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 Condensed Consolidated Balance Sheets. The Company 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 the Company’s breach services agreements, customers are typically invoiced at the beginning of the arrangement for the entire contract amount. 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 $ 7.5 million as of June 30, 2022. These unbilled amounts are included in accounts receivable as the Company has the unconditional right to receive this consideration. Contract assets are presented as other receivables within the Condensed Consolidated Balance Sheets and primarily relate to the Company’s rights to consideration for work completed but not billed on service contracts. Contract assets are transferred to receivables when the Company 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. During the three and six months ended June 30, 2022, the Company recognized $ 2.0 million and $ 4.5 million of revenue that was included in deferred revenue at the end of the preceding year, respectively. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above. The Company expects to recognize as revenue approximately 57 % of its June 30, 2022, deferred revenue balance in the remaining two quarters of 2022 , 43 % in the six months ended June 30, 2023 , and the remainder thereafter. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company 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 the Company's services and not to facilitate financing arrangements. 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 the 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.
Contract Costs		Contract Costs The Company capitalizes costs to obtain a contract or fulfill a contract. These costs are recorded as deferred contract acquisitions costs on the Condensed 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. The Company determined the estimated period of benefit by taking into consideration the contractual term. The Company 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 Condensed Consolidated Statements of Income. Amortization expense associated with costs to obtain a contract (sales commissions) is recorded to sales and marketing expense on the Condensed 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 on the Condensed Consolidated Statements of Income.
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 the Company’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 $ 0.4 million and $ 0.7 million for the three and six months ended June 30, 2022, respectively.
Stock-Based Compensation		Stock-Based Compensation The Company 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 the Company faced on the grant date, the preferences of the Company’s debt holders and preferred stockholders, and the lack of liquidity of the Company’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 Company’s Consolidated Statements of Income for options amounted to $ 0.01 million for the three and six months ended June 30, 2022.
Concentration of Credit Risk		Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash balances and trade accounts receivable. The Company maintains cash balances at two financial institutions. The balances, at times, exceed federally insured limits. As of June 30, 2022, balances exceeded federally insured limits by $ 17.0 million. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk from cash. Concentrations of credit with respect to accounts receivables are generally limited due to the large number of customers, outside the U.S. Government, comprising the Company's customer base and their dispersion across different industries. The Company generated 70 % and 73 % of its revenue in for the three and six months ended June 30, 2022, respectively, from the U.S. Government, who generally pays invoices in less than thirty days and is deemed to be a low credit risk. On June 30, 2022, accounts receivables from the U.S. Government made up 57 % of the Company’s outstanding accounts receivables.
Income Taxes		Income Taxes The Company 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. The Company 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. The Company records interest related to unrecognized tax benefits in income tax expense, $ 0.1 million in penalties and interest have been accrued to expense as of June 30, 2022, and are discussed further in Note 6 . 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. The Company 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. The Company’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. The Company's income tax returns are generally 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 June 30, 2022, the Company’s income tax returns for the years ended December 31, 2016 through 2021 are subject to examination by the Internal Revenue Service and applicable state and local taxing authorities.
Sales and Use Taxes		Sales and Use Taxes The Company collects sales tax in various jurisdictions. Upon collection from customers, it records the amount as a payable to the related jurisdiction. On a periodic basis, it files a sales tax return with the jurisdictions and remits the amounts indicated on the return.
Segment Reporting		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. The Company 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		Deferred Rent and Lease Incentives Rent expense and lease incentives from the Company’s operating leases are recognized on a straight-line basis over the lease term. The Company’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.
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. The Company 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, the Company 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 the Company’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		Standards Issued and Adopted In May 2021, the FASB issued ASU 2021-04, Earnings per Share (“Topic 260”), Debt – Modifications and Extinguishments (“Subtopic 470-50”), Compensation – Stock Compensation (“Topic 718”), and Derivatives and Hedging – Contracts in Entity’s Own Equity (“Subtopic 815-40”). ASU 2021-04 clarifies the accounting by issuers for modifications or exchanges of equity-classified warrants and is effective for fiscal years starting after December 15, 2021. IDX adopted ASU 2021-04 effective as of January 1, 2022. The adoption of ASU 2021-04 did not have an impact on the condensed consolidated financial statements.
Standards Issued, but Not Yet Effective		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. 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Accounting Policies [Line Items]
Revenues Earned by Timing of Revenue	The table below provides revenues earned by timing of revenue (in thousands). Successor Predecessor Successor Predecessor Revenue Recognition Timing Three months ended Three months ended Six months ended Six months ended Over time $ 46,365 $ 14,690 $ 88,574 $ 27,468 Point in time 15,870 462 19,195 1,275 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743
Disaggregation of Revenue	The table below provides revenues earned by line of service (in thousands). Successor Predecessor Successor Predecessor Revenue Line Three months ended Three months ended Six months ended Six months ended Subscription revenue $ 23,220 $ 14,690 $ 41,443 $ 27,468 Services revenue Breach 37,988 — 64,138 — Other services 1,027 462 2,188 1,275 Total services revenue 39,015 462 66,326 1,275 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743 The table below provides revenues earned based on geographic locations of our customers (in thousands). Successor Predecessor Successor Predecessor Country Three months ended Three months ended Six months ended Six months ended United States $ 57,486 $ 11,423 $ 98,580 $ 21,557 Other 4,749 3,729 9,189 7,186 Total $ 62,235 $ 15,152 $ 107,769 $ 28,743
Changes in Fair Value of Warrants	A summary of the changes in the fair value of warrants is as follows (in thousands): Successor Public Private Warrant liabilities - January 31, 2023 $ 1,373 $ 1,208 Issuance of warrants — 126 Gain due to change in fair value of warrants ( 1,028 ) ( 924 ) Warrant liabilities - July 31, 2023 $ 345 $ 410 Predecessor Public Private 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 - July 31, 2022 $ — $ 7,387
Summary of Changes in Fair Value of Sponsor Earnout Shares	A summary of the changes in the fair value of the Sponsor Earnout Shares is included below (in thousands). There is no balance for the Predecessor as of July 31, 2022, as the earnout period began on the Closing Date of the Business Combination, August 3, 2022. Successor Sponsor earnout shares - January 31, 2023 $ 2,445 Gain due to change in fair value of sponsor earnout shares ( 1,941 ) Sponsor earnout shares - July 31, 2023 $ 504
Summary of Changes in Fair Value of Purchase Consideration Liability	A summary of the changes in the fair value of the purchase consideration liability is included below (in thousands). There is no balance for the Predecessor as of July 31, 2022, as the LookingGlass Business Combination occurred on April 21, 2023. Successor Purchase consideration liability - January 31, 2023 $ — Business acquisition 9,827 Adjustment related to business acquisition 405 Gain due to change in fair value of purchase consideration liability ( 1,206 ) Purchase consideration liability - July 31, 2023 $ 9,026
Computation of Basic Loss Per Share Attributable to Common Stockholders	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 Successor Predecessor Three months ended Three months ended Six months ended Six months ended Numerator: Net loss $ ( 16,836 ) $ ( 11,255 ) $ ( 34,815 ) $ ( 21,458 ) Net loss per share attributable to common $ ( 16,836 ) $ ( 11,255 ) $ ( 34,815 ) $ ( 21,458 ) Denominator: Weighted-average common stock outstanding 123,354,228 43,109,352 120,668,451 43,038,331 Net loss per share attributable to common stockholders $ ( 0.14 ) $ ( 0.26 ) $ ( 0.29 ) $ ( 0.50 )
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share	The following is a summary of the weighted average common stock equivalents, for the securities outstanding during the respective periods, that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Preferred stock (on an as-converted basis) — 241,244,382 — 241,205,423 Common stock options outstanding 7,023,583 22,220,605 7,205,348 22,177,042 Warrants to purchase preferred stock, all series — 5,803,231 — 5,840,764 Public and private warrants to purchase common stock 16,342,106 — 16,285,944 — Sponsor earnout shares 1,293,750 — 1,293,750 — Restricted stock units 7,793,543 — 6,484,960 —
Schedule of Redeemable Convertible Preferred Stock	The Predecessor’s redeemable convertible preferred stock consists of (in thousands except share data): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Shares Issued and Amount Shares Issued and Amount 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 — $ — 15,767,013 $ 36,291 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 — — 11,882,605 16,836 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 — $ — 121,628,641 $ 138,129
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Disaggregation of Revenue		The following table illustrates the timing of the Company’s revenue recognition: Three Months Ended Six Months Ended Breach - point in time 15.3 % 13.1 % Breach - over time 80.8 % 82.9 % Membership services - over time 3.9 % 4.0 %
Computation of Basic Loss Per Share Attributable to Common Stockholders		The following table present the calculations of basic and diluted EPS for the three and six months ended June 30, 2022 (in thousands, except per share data): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Net income (loss) applicable to common equity $ 229 $ ( 29 ) Less: undistributed earnings allocated to participating securities 21 21 Net income (loss) applicable to common stockholders $ 250 $ ( 8 ) Total weighted-average common shares outstanding 12,756,222 12,706,627 Net income (loss) per share, basic and diluted $ 0.02 $ -

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jul. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Summary of Assets (Liabilities) Carried at Fair Value	The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands): Fair value measurements at July 31, 2023 using: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ ( 345 ) $ — $ — $ ( 345 ) Private warrants — ( 303 ) ( 107 ) ( 410 ) Sponsor earnout shares — — ( 504 ) ( 504 ) Purchase consideration liability — — ( 9,026 ) ( 9,026 ) Total financial liabilities $ ( 345 ) $ ( 303 ) $ ( 9,637 ) $ ( 10,285 ) 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 )

Acquisitions (Tables)

Acquisitions (Tables) - LGCS [Member]	6 Months Ended
	Jul. 31, 2023
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 (in thousands, except per share data): Purchase consideration liability: Purchase consideration shares LookingGlass Earnout Shares 1,862,500 LookingGlass Deferred Shares 6,727,048 Total purchase consideration shares 8,589,548 Adjusted closing price per share of the Company's Common Stock (ZFOX) on April 21, 2023 $ 1.10 Fair value of purchase consideration liability $ 9,422 Cash consideration $ 9,500 Convertible note 3,333 Total purchase consideration $ 22,255
Summary of Preliminary Purchase Price Allocation	The Company recorded the preliminary allocation of the purchase price to LookingGlass' assets acquired and liabilities assumed based on their fair values as of April 21, 2023. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 1,608 Accounts receivable 3,233 Prepaid expenses and other assets 1,561 Property and equipment, net 1,627 Operating lease right-of-use assets 656 Goodwill 9,317 Intangible assets 17,900 Deferred tax assets 1,464 Total assets acquired $ 37,366 Accounts payable $ 1,304 Accrued compensation, accrued expenses, and other current liabilities 2,279 Operating lease liabilities, current 584 Deferred revenue, current 10,850 Operating lease liabilities, net of current portion 94 Total liabilities assumed 15,111 Total consideration transferred $ 22,255
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 Customer relationships $ 13,700 10 Multi-period Excess Earnings method of the Income Approach Developed technology 4,000 7 Relief from Royalty method Trade names and trademarks 200 2 Relief from Royalty method $ 17,900

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jul. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Intangible Assets	The tables below summarize the Company’s intangible assets (amounts in thousands, except for useful lives). As of July 31, 2023 Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 8.7 $ 168,100 $ ( 24,359 ) $ 143,741 Developed technology 5.1 99,800 ( 19,163 ) 80,637 Trademarks / trade names 10.0 35,500 ( 3,529 ) 31,971 $ 303,400 $ ( 47,051 ) $ 256,349 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 5.0 95,800 ( 9,425 ) 86,375 Trademarks / trade names 10.0 35,300 ( 1,737 ) 33,563 $ 285,500 $ ( 23,056 ) $ 262,444
Summary of Future Amortization of Intangible Assets	The tables below summarizes the future amortization of the Company’s intangible assets (amounts in thousands). Fiscal 2024 (remaining 6 months) $ 20,568 Fiscal 2025 41,009 Fiscal 2026 40,932 Fiscal 2027 40,909 Fiscal 2028 31,484 Thereafter 81,447 Total amortization of intangible assets expense $ 256,349
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 Condensed Consolidated Statements of Comprehensive Loss as follows (in thousands): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Cost of revenue - subscription $ 4,938 $ 128 $ 9,737 $ 256 Sales and marketing 6,383 644 12,466 1,288 General and administrative 908 18 1,792 35 Total amortization of acquired intangible assets $ 12,229 $ 790 $ 23,995 $ 1,579

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jul. 31, 2023
Debt Instrument [Line Items]
Summary of Debt	The tables below summarize key terms of the Company’s debt (amounts in thousands, except for interest rates). As of July 31, 2023 Lender Stated Effective Gross Unamortized Unamortized Net Stifel Bank 9.50 % 9.83 % $ 22,500 $ ( 111 ) $ ( 71 ) $ 22,318 InfoArmor 5.50 % 5.50 % 1,875 — — 1,875 Convertible notes 7.00 % Cash / 8.75 % PIK 9.77 % 163,429 — ( 102 ) 163,327 Alsop Louie Convertible Note (1) 6.00 % 3.36 % 3,333 — — 3,333 $ 191,137 $ ( 111 ) $ ( 173 ) $ 190,853 Current portion of long-term debt $ 938 Long-term debt 189,915 $ 190,853 (1) Per the note agreement, the note is interest free for the first twelve months and bears interest at a rate of 6 % per annum thereafter. As of January 31, 2023 Lender Stated Effective Gross Unamortized Unamortized 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

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jul. 31, 2023
Class of Warrant or Right [Line Items]
Summary of Assumptions Used in Estimating Fair Values of Warrants	The fair value of the Stifel Warrant was determined using a Black-Scholes model. The assumptions used in estimating the fair value of the Stifel Warrant are included in the table below. There are no values as of January 31, 2023, as the warrant was issued on April 21, 2023. July 31, 2023 Asset price $ 1.15 Exercise price of the warrant $ 1.36 Contractual term 9.7 Volatility 65.00 % Dividend yield 0.00 % Risk-free rate 4.00 % The fair value of the Stifel Warrant was determined to be $ 0.1 million at July 31, 2023.

Revenue from Contracts with C_2

Revenue from Contracts with Customers (Tables) - ID Experts Holdings Inc And Subsidiary Member	6 Months Ended
	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Summary of Breach Revenue From Contract with Customers	The following table summarizes breach revenue from contracts with customers for the three and six months ended June 30, 2022 (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Notification services $ 4,460 $ 7,444 Call center and monitoring services 23,630 47,012 Total breach services $ 28,090 $ 54,456
Summary of Total Value of Remaining Performance Obligations	The approximate percentages expected to be recognized as revenue in the future are as follows (in thousands, except percentages): 0- 12 Months 13- 24 Months Over 24 Months Total Remaining Performance Obligations Breach services 98 % 1 % 1 % $ 92,508 Consumer membership services 100 % 0 % 0 % 635 Total 98 % 1 % 1 % $ 93,143

Sponsor Earnout Shares (Tables)

Sponsor Earnout Shares (Tables)	6 Months Ended
	Jul. 31, 2023
Sponsor Earnout Shares [Line Items]
Summary of Assumptions, Inputs, and Fair Value Results	The fair value of the Stifel Warrant was determined using a Black-Scholes model. The assumptions used in estimating the fair value of the Stifel Warrant are included in the table below. There are no values as of January 31, 2023, as the warrant was issued on April 21, 2023. July 31, 2023 Asset price $ 1.15 Exercise price of the warrant $ 1.36 Contractual term 9.7 Volatility 65.00 % Dividend yield 0.00 % Risk-free rate 4.00 % The fair value of the Stifel Warrant was determined to be $ 0.1 million at July 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: July 31, 2023 January 31, 2023 Per Share Price of Company Common Stock $ 1.15 $ 3.62 Annual Equity Volatility 80.00 % 65.00 % Risk-Free Rate of Return 4.34 % 3.70 % Fair Value per Share Tranche I $ 0.43 $ 2.12 Fair Value per Share Tranche II $ 0.38 $ 1.88 Fair Value per Share Tranche III $ 0.36 $ 1.67 Aggregate Fair Value (in thousands) $ 504 $ 2,445

Purchase Consideration Liabil_2

Purchase Consideration Liability (Tables)	6 Months Ended
	Jul. 31, 2023
Business Combinations [Abstract]
Summary of Fair Value of Purchase Consideration Liability	The calculation of the fair value of the purchase consideration liability is included in the table below (in thousands, except per share data). There is no balance as of January 31, 2023, as the LookingGlass Business Combination occurred on April 21, 2023. July 31, 2023 Purchase consideration shares 8,589,548 Adjusted closing price per share of the Company's Common Stock (ZFOX) $ 1.05 Fair value of purchase consideration liability $ 9,026

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2022
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 three and six months ended June 30, 2022, are as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Income tax expense from continuing operations $ 116 $ 22 Income (loss) from continuing operations before income taxes $ 345 $ ( 7 ) Effective income tax rate 33.6 % - 303.5 %

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jul. 31, 2023	Jun. 30, 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. Successor Predecessor Assumptions July 31, 2023 July 31, 2022 Weighted-average risk-free rate N/A 1.48 % Weighted-average expected term of the option (in years) N/A 6.07 Weighted-average expected volatility N/A 38.92 % Weighted-average dividend yield N/A 0.00 %
Summary of Stock Option Activity	A summary of option activity is as follows (Aggregate Intrinsic Value in thousands): Successor Shares Weighted- Weighted- Aggregate Outstanding as of January 31, 2023 7,869,050 $ 1.55 5.58 $ — Granted — — Exercised ( 762,153 ) 0.34 Cancelled ( 314,546 ) 4.55 Outstanding as of July 31, 2023 6,792,351 1.54 5.50 — Vested as of July 31, 2023 5,647,324 1.14 5.06 52 Vested and expected to vest as 6,391,591 $ 1.41 5.36 $ — Predecessor Shares Weighted- Weighted- Aggregate Outstanding as of February 1, 2022 21,715,815 $ 0.44 6.29 $ 51,688 Granted 1,214,500 2.39 Exercised ( 392,450 ) 0.27 Cancelled ( 251,159 ) 1.47 Outstanding as of July 31, 2022 22,286,706 0.54 6.45 50,866 Vested as of July 31, 2022 14,784,495 0.27 5.41 37,759 Vested and expected to vest as 19,660,894 $ 0.47 6.18 $ 46,279
Summary of RSU Activity	The Predecessor did not grant RSUs during the six months ended July 31, 2022. A summary of RSU activity is as follows: Successor Shares Weighted-Average Outstanding as of January 31, 2023 2,802,426 $ 4.64 Granted 5,466,704 1.70 Vested ( 317,926 ) 4.48 Cancelled ( 181,500 ) 4.43 Outstanding as of July 31, 2023 7,769,704 $ 2.57
Summary of Stock-Based Compensation Expense	The Company recognized non-cash, stock-based compensation expense in the accompanying Condensed Consolidated Statements of Comprehensive Loss as follows (in thousands): Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Cost of revenue - subscription $ 72 $ 8 $ 79 $ 18 Cost of revenue - services 36 1 42 2 Research and development 459 56 627 111 Sales and marketing 453 130 686 215 General and administrative 1,294 283 1,979 506 Total stock-based compensation expense $ 2,314 $ 478 $ 3,413 $ 852
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 six months ended June 30, 2022, grants are as follows: Assumptions Six Months Ended March 31, 2022 Weighted-average risk-free rate 2.20 % Weighted-average expected term of the option (in years) 7.0 Weighted-average expected volatility 35.00 % Weighted-average dividend yield 0.00 %
Summary of Stock Option Activity		Stock option activity during the six months ended June 30, 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 ) 0.39 Outstanding as of June 30, 2022 2,580,682 $ 0.20 6.5 $ 12,008 Vested as of June 30, 2022 1,511,596 $ 0.17 5.3 $ 7,083

Earnings (Loss) per Share (Tabl

Earnings (Loss) per Share (Tables)	6 Months Ended
	Jul. 31, 2023	Jun. 30, 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 Successor Predecessor Three months ended Three months ended Six months ended Six months ended Numerator: Net loss $ ( 16,836 ) $ ( 11,255 ) $ ( 34,815 ) $ ( 21,458 ) Net loss per share attributable to common $ ( 16,836 ) $ ( 11,255 ) $ ( 34,815 ) $ ( 21,458 ) Denominator: Weighted-average common stock outstanding 123,354,228 43,109,352 120,668,451 43,038,331 Net loss per share attributable to common stockholders $ ( 0.14 ) $ ( 0.26 ) $ ( 0.29 ) $ ( 0.50 )
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share	The following is a summary of the weighted average common stock equivalents, for the securities outstanding during the respective periods, that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Successor Predecessor Successor Predecessor Three months ended Three months ended Six months ended Six months ended Preferred stock (on an as-converted basis) — 241,244,382 — 241,205,423 Common stock options outstanding 7,023,583 22,220,605 7,205,348 22,177,042 Warrants to purchase preferred stock, all series — 5,803,231 — 5,840,764 Public and private warrants to purchase common stock 16,342,106 — 16,285,944 — Sponsor earnout shares 1,293,750 — 1,293,750 — Restricted stock units 7,793,543 — 6,484,960 —
ID Experts Holdings, Inc. and Subsidiary [Member]
Earnings (Loss) per Share [Line Items]
Summary of Basic and Diluted Calculations		The following table present the calculations of basic and diluted EPS for the three and six months ended June 30, 2022 (in thousands, except per share data): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Net income (loss) applicable to common equity $ 229 $ ( 29 ) Less: undistributed earnings allocated to participating securities 21 21 Net income (loss) applicable to common stockholders $ 250 $ ( 8 ) Total weighted-average common shares outstanding 12,756,222 12,706,627 Net income (loss) per share, basic and diluted $ 0.02 $ -

Organization and Description _2

Organization and Description of Business (Details)	Apr. 21, 2023
LGCS [Member]
Organization and Business Operations [Line Items]
Date of acquisition	Apr. 21, 2023

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Emerging Growth Company Status (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - Minimum [Member]	6 Months Ended
	Jun. 30, 2022 USD ($)
Accounting Policies [Line Items]
Total annual gross revenue	$ 1,070,000,000
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, Revenue Recognition (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jul. 31, 2023	Jun. 30, 2022
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	$ 7,500,000		$ 7,500,000
Revenue included in deferred revenue	2,000,000		$ 4,500,000
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_6

Summary of Significant Accounting Policies, Revenue Recognition (Details1) - USD ($) $ in Thousands	Jul. 31, 2023	Jun. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 105,300
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 89,200
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 11,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 4,300
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]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 93,143
Revenue, Remaining Performance Obligation, Percentage		98%
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		1%
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		1%
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]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 93,100
Revenue, Remaining Performance Obligation, Percentage		57%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		6 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		43%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		3 months
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

Summary of Significant Accoun_7

Summary of Significant Accounting Policies, Revenues Earned by Timing of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 62,235	$ 15,152	$ 107,769	$ 28,743
Over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	46,365	14,690	88,574	27,468
Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 15,870	$ 462	$ 19,195	$ 1,275

Summary of Significant Accoun_8

Summary of Significant Accounting Policies, Revenues Earned by Line of Service (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 62,235	$ 15,152	$ 107,769	$ 28,743
Subscription Revenue
Disaggregation of Revenue [Line Items]
Revenue	23,220	14,690	41,443	27,468
Services Revenue
Disaggregation of Revenue [Line Items]
Revenue	39,015	462	66,326	1,275
Services Revenue | Breach Services
Disaggregation of Revenue [Line Items]
Revenue	37,988		64,138
Services Revenue | Other Services
Disaggregation of Revenue [Line Items]
Revenue	$ 1,027	$ 462	$ 2,188	$ 1,275

Summary of Significant Accoun_9

Summary of Significant Accounting Policies, Revenues Earned Based on Geographic Locations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 62,235	$ 15,152	$ 107,769	$ 28,743
United States
Disaggregation of Revenue [Line Items]
Revenue	57,486	11,423	98,580	21,557
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 4,749	$ 3,729	$ 9,189	$ 7,186

Summary of Significant Accou_10

Summary of Significant Accounting Policies, Timing of Revenue Recognition (Details) - ID Experts Holdings, Inc. and Subsidiary [Member]	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Breach [Member] | Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, percentage	15.30%	13.10%
Breach [Member] | Over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, percentage	80.80%	82.90%
Membership Services [Member] | Over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, percentage	3.90%	4%

Summary of Significant Accou_11

Summary of Significant Accounting Policies, Summary of Changes in Fair Value of Warrants (Details) - USD ($) $ in Thousands		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2023	Jul. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gain/loss due to change in fair value of warrants	$ 100	$ 884	$ 2,059
Level 3 [Member] | Public
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance		1,373
Issuance of warrants		0	0
Gain/loss due to change in fair value of warrants		(1,028)
Ending balance	345	345
Level 3 [Member] | Private
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance		1,208	10,709
Issuance of warrants		126	519
Exercise of warrants			(5,900)
Gain/loss due to change in fair value of warrants		(924)	(2,059)
Ending balance	$ 410	$ 410	$ 7,387

Summary of Significant Accou_12

Summary of Significant Accounting Policies, Fair Value of Financial Instruments (Details) - USD ($)	Jul. 31, 2023	Jan. 31, 2023	Jul. 31, 2022
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Sponsor earnout shares	$ 504,000	$ 2,445,000	$ 0
Level 2 [Member] | LookingGlass [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Purchase consideration liability	$ 9,026,000		$ 0

Summary of Significant Accou_13

Summary of Significant Accounting Policies, Summary of Changes in Fair Value of Sponsor Earnout Shares (Details) - Level 3 [Member] $ in Thousands	6 Months Ended
	Jul. 31, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Begining balance	$ 2,445
Gain due to change in fair value of sponsor earnout shares	(1,941)
Ending balance	$ 504

Summary of Significant Accou_14

Summary of Significant Accounting Policies, Summary of Changes in Fair Value of Purchase Consideration Liability (Details) $ in Thousands	6 Months Ended
	Jul. 31, 2023 USD ($)
Business Acquisition [Line Items]
Business acquisition	$ 9,827
Level 2 [Member] | LookingGlass [Member]
Business Acquisition [Line Items]
Business acquisition	9,827
Adjustment Related to Business Acquisition	405
Gain due to change in fair value of purchase consideration liability	(1,206)
Ending balance	$ 9,026

Summary of Significant Accou_15

Summary of Significant Accounting Policies, Transaction Fees (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
General and Administrative Expenses
Related Party Transaction [Line Items]
Professional and other transaction fees	$ 2.4	$ 1.5	$ 3.2

Summary of Significant Accou_16

Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) $ in Millions	6 Months Ended
	Jul. 31, 2023	Jun. 30, 2022
Accounting Policies [Line Items]
Income tax reserve	$ 1.6
Minimum [Member]
Accounting Policies [Line Items]
Effective income tax rate	50%
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Accrued penalties and interest		$ 0.1

Summary of Significant Accou_17

Summary of Significant Accounting Policies, Computation of Basic Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Numerator [Abstract]
Net loss	$ (16,836)	$ (11,255)	$ (34,815)	$ (21,458)
Net loss per share attributable to common stockholders	$ (16,836)	$ (11,255)	$ (34,815)	$ (21,458)
Denominator [Abstract]
Weighted-average common stock outstanding (in shares)	123,354,228	43,109,352	120,668,451	43,038,331
Net (loss) income per share attributable to common stockholders, basic	$ (0.14)	$ (0.26)	$ (0.29)	$ (0.5)
Net (loss) income per share attributable to common stockholders, diluted	$ (0.14)	$ (0.26)	$ (0.29)	$ (0.5)

Summary of Significant Accou_18

Summary of Significant Accounting Policies, Summary of Weighted Average Common Stock Outstanding Excluded From Computation of Diluted Net Loss Per Common Share (Details) - shares	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Preferred Stock, All Series [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	0	241,244,382,000	0	241,205,423
Common Stock Options Outstanding [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	7,023,583,000	22,220,605,000	7,205,348	22,177,042
Warrants to Purchase Preferred Stock, All Series [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	0	5,803,231,000	0	5,840,764
Public and Private Warrants 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	16,342,106,000	0	16,285,944	0
Sponsor Earnout Shares [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	1,293,750,000	0	1,293,750	0
Restricted Stock Units (RSUs) [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	7,793,543,000	0	6,484,960	0

Summary of Significant Accou_19

Summary of Significant Accounting Policies, Schedule of Redeemable Convertible Preferred Stock (Details) $ in Thousands	Jul. 31, 2022 USD ($) shares
Series E Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	15,767,013
Temporary equity, shares outstanding (in shares)	15,767,013
Redeemable convertible preferred stock | $	$ 36,291
Series D Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	13,871,547
Temporary equity, shares outstanding (in shares)	13,871,547
Redeemable convertible preferred stock | $	$ 21,067
Series D-2 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	993,868
Temporary equity, shares outstanding (in shares)	993,868
Redeemable convertible preferred stock | $	$ 1,451
Series D-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	5,878,303
Temporary equity, shares outstanding (in shares)	5,878,303
Redeemable convertible preferred stock | $	$ 8,171
Series C-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	11,882,605
Temporary equity, shares outstanding (in shares)	11,882,605
Redeemable convertible preferred stock | $	$ 16,836
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	21,124,699
Temporary equity, shares outstanding (in shares)	21,124,699
Redeemable convertible preferred stock | $	$ 19,899
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	26,914,949
Temporary equity, shares outstanding (in shares)	26,914,949
Redeemable convertible preferred stock | $	$ 22,047
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	15,997,285
Temporary equity, shares outstanding (in shares)	15,997,285
Redeemable convertible preferred stock | $	$ 10,159
Series Seed Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	9,198,372
Temporary equity, shares outstanding (in shares)	9,198,372
Redeemable convertible preferred stock | $	$ 2,208
Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares issued	121,628,641
Temporary equity, shares outstanding (in shares)	121,628,641
Redeemable convertible preferred stock | $	$ 138,129

Summary of Significant Accou_20

Summary of Significant Accounting Policies, Schedule of Redeemable Convertible Preferred Stock (Parenthetical) (Details) $ / shares in Units, $ in Thousands	Jul. 31, 2023 USD ($) $ / shares shares
Series E Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	19,033,653
Convertible preferred shares, liquidation preference | $	$ 28,354,249
Series D Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	14,833,942
Convertible preferred shares, liquidation preference | $	$ 21,222,496
Series D-2 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	993,868
Convertible preferred shares, liquidation preference | $	$ 1,216,439
Series D-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	5,878,303
Convertible preferred shares, liquidation preference | $	$ 8,094,053
Series C-1 Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	16,208,756
Convertible preferred shares, liquidation preference | $	$ 14,037,000
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	21,124,700
Convertible preferred shares, liquidation preference | $	$ 19,999,999
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	26,914,949
Convertible preferred shares, liquidation preference | $	$ 22,124,088
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	16,122,188
Convertible preferred shares, liquidation preference | $	$ 10,246,261
Series Seed Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred shares, par value | $ / shares	$ 0.00001
Convertible preferred shares, authorized | shares	9,198,372
Convertible preferred shares, liquidation preference | $	$ 2,285,795

Summary of Significant Accou_21

Summary of Significant Accounting Policies, Advertising (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Advertising costs	$ 0.4	$ 0.7

Summary of Significant Accou_22

Summary of Significant Accounting Policies, Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022
Accounting Policies [Line Items]
Stock-based compensation expense	$ 2,314	$ 478		$ 3,413	$ 852
ID Experts Holdings, Inc. and Subsidiary [Member]
Accounting Policies [Line Items]
Stock-based compensation expense			$ 10			$ 10

Summary of Significant Accou_23

Summary of Significant Accounting Policies, Concentrations of Credit Risk (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)
Accounting Policies [Line Items]
Cash, FDIC Insured Amount	$ 17	$ 17
Customer Concentration Risk [Member] | Revenue [Member]
Accounting Policies [Line Items]
Percentage of revenue	70%	73%
Customer Concentration Risk [Member] | Accounts Receivables [Member]
Accounting Policies [Line Items]
Percentage of revenue		57%

Summary of Significant Accou_24

Summary of Significant Accounting Policies, Concentration of Revenue and Accounts Receivable (Details)			3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jan. 31, 2023	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | One Customer [Member]
Accounting Policies [Line Items]
Percentage of revenue				10%	38%	10%
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Two Customers [Member]
Accounting Policies [Line Items]
Percentage of revenue			10%
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Customer One [Member]
Accounting Policies [Line Items]
Percentage of revenue			13%
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Customer Two [Member]
Accounting Policies [Line Items]
Percentage of revenue			33%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Accounting Policies [Line Items]
Percentage of revenue		23%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Accounting Policies [Line Items]
Percentage of revenue	10%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member]
Accounting Policies [Line Items]
Percentage of revenue	16%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member]
Accounting Policies [Line Items]
Percentage of revenue	19%

Fair Value Measurements, Summar

Fair Value Measurements, Summary of Assets (Liabilities) Carried at Fair Value (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023
Liabilities:
Sponsor earnout shares	$ 504	$ 2,445
Public Warrants [Member]
Liabilities:
Warrant liabilities	300
Private Warrants [Member]
Liabilities:
Warrant liabilities	300
Recurring [Member]
Assets:
Total financial assets		557
Liabilities:
Sponsor earnout shares	504	(2,445)
Purchase consideration liability	(9,026)
Total financial liabilities	(10,285)	(5,026)
Recurring [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	(345)	(1,373)
Recurring [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	(410)	(1,208)
Recurring [Member] | Money Market Funds [Member]
Assets:
Cash and cash equivalents		557
Recurring [Member] | Level 1 [Member]
Assets:
Total financial assets		557
Liabilities:
Sponsor earnout shares	0	0
Total financial liabilities	(345)	(1,373)
Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	(345)	(1,373)
Recurring [Member] | Level 1 [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	0	0
Recurring [Member] | Level 1 [Member] | Money Market Funds [Member]
Assets:
Cash and cash equivalents		557
Recurring [Member] | Level 2 [Member]
Assets:
Total financial assets		0
Liabilities:
Sponsor earnout shares	0	0
Total financial liabilities	(303)	(1,208)
Recurring [Member] | Level 2 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	0	0
Recurring [Member] | Level 2 [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	(303)	(1,208)
Recurring [Member] | Level 2 [Member] | Money Market Funds [Member]
Assets:
Cash and cash equivalents		0
Recurring [Member] | Level 3 [Member]
Assets:
Total financial assets		0
Liabilities:
Sponsor earnout shares	(504)	(2,445)
Purchase consideration liability	(9,026)
Total financial liabilities	(9,637)	(2,445)
Recurring [Member] | Level 3 [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	0	0
Recurring [Member] | Level 3 [Member] | Private Warrants [Member]
Liabilities:
Warrant liabilities	$ (107)	0
Recurring [Member] | Level 3 [Member] | Money Market Funds [Member]
Assets:
Cash and cash equivalents		$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Millions	Jul. 31, 2023 USD ($)
Lookingglass Cyber Solutions, Inc. [Member]
Derivatives, Fair Value [Line Items]
Purchase consideration liability	$ 9

Acquisitions (Details)

Acquisitions (Details) - USD ($)			3 Months Ended		6 Months Ended
	Apr. 21, 2023	Aug. 03, 2022	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2023
Business Acquisition [Line Items]
Common stock, shares issued (in shares)			119,270,214		119,270,214		118,190,135
Net cash proceeds					$ 7,425,000	$ 7,412,000
Aggregate cash consideration paid					7,892,000
Goodwill			$ 423,635,000		423,635,000		$ 406,608,000
Revenue			$ 62,235,000	$ 15,152,000	$ 107,769,000	28,743,000
Common Stock [Member]
Business Acquisition [Line Items]
Business combination, Options to purchase common shares			9,637,000		9,637,000
Subscriptions [Member]
Business Acquisition [Line Items]
Revenue			$ 23,220,000	14,690,000	$ 41,443,000	27,468,000
Service [Member]
Business Acquisition [Line Items]
Revenue			$ 39,015,000	$ 462,000	$ 66,326,000	$ 1,275,000
Zero Fox [Member]
Business Acquisition [Line Items]
Date of agreement					Dec. 17, 2021
Effective date of acquisition		Aug. 03, 2022
LGCS [Member]
Business Acquisition [Line Items]
Effective date of acquisition	Apr. 21, 2023
Aggregate cash consideration paid					$ 9,500,000
Goodwill	$ 9,317,000
Lookingglass [Member]
Business Acquisition [Line Items]
Effective date of acquisition	Apr. 21, 2023
Number of shares purchased by issuing warrants			8,589,000		8,589,000
Goodwill	$ 9,300,000
Amount of goodwill recognized is expected to be deductible for income tax purposes	$ 0

Acquisitions, Summary of Estima

Acquisitions, Summary of Estimated Fair value of Purchase Consideration Paid (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jul. 31, 2023	Jan. 31, 2023
Business Acquisition [Line Items]
Common Stock, Shares, Issued	119,270,214	118,190,135
Adjusted closing price per share of the Company's Common Stock (ZFOX) on April 21, 2023	$ 1.05
Fair value of purchase consideration liability	$ 9,026
Cash consideration	7,892
Payments to Acquire Businesses, Gross	$ 7,892
LGCS [Member]
Business Acquisition [Line Items]
Total purchase consideration shares	8,589,548,000
Adjusted closing price per share of the Company's Common Stock (ZFOX) on April 21, 2023	$ 1.1
Fair value of purchase consideration liability	$ 9,422
Cash consideration	9,500
Convertible note	3,333
Payments to Acquire Businesses, Gross	9,500
Total purchase consideration	$ 22,255
LGCS Earnout Shares | LGCS [Member]
Business Acquisition [Line Items]
Total purchase consideration shares	1,862,500,000
LGCS Deferred Shares | LGCS [Member]
Business Acquisition [Line Items]
Total purchase consideration shares	6,727,048,000

Acquisitions, Summary of Prelim

Acquisitions, Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Apr. 21, 2023	Jan. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 423,635		$ 406,608
LGCS [Member]
Business Acquisition [Line Items]
Cash and cash equivalents		$ 1,608
Accounts receivable		3,233
Prepaid expenses and other assets		1,561
Property and equipment, net		1,627
Operating lease right-of-use assets		656
Goodwill		9,317
Intangible assets		17,900
Deferred tax assets		1,464
Total assets acquired		37,366
Accounts payable		1,304
Operating lease liabilities, current		584
Deferred revenue, current		10,850
Operating lease liabilities, net of current portion		94
Total liabilities assumed		15,111
Total consideration transferred		$ 22,255

Acquisitions, Summary of Intang

Acquisitions, Summary of Intangible Assets Identified, Estimated Useful Lives and Methodologies Used to Determine Fair Values (Details) - LGCS [Member] $ in Thousands	Apr. 21, 2023 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 17,900
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 13,700
Useful Life (in years)	10 years
Fair Value Methodology	Multi-period Excess Earnings method of the Income Approach
Internally Developed Technology[ Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 4,000
Useful Life (in years)	7 years
Fair Value Methodology	Relief from Royalty method
Trade Names and Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 200
Useful Life (in years)	2 years
Fair Value Methodology	Relief from Royalty method

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Summary of Changes in Fair Value of Goodwill (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Apr. 21, 2023
Goodwill [Roll Forward]
Goodwill, beginning balance		$ 406,608
Goodwill, ending balance	$ 423,635
LookingGlass [Member]
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 9,300
Goodwill, ending balance		$ 9,300

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets, Summary of Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2023	Jan. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 303,400	$ 285,500
Accumulated Amortization	(47,051)	(23,056)
Net Carrying Amount	$ 256,349	$ 262,444
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	8 years 8 months 12 days	8 years 7 months 6 days
Gross Carrying Amount	$ 168,100	$ 154,400
Accumulated Amortization	(24,359)	(11,894)
Net Carrying Amount	$ 143,741	$ 142,506
Developed Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	5 years 1 month 6 days	5 years
Gross Carrying Amount	$ 99,800	$ 95,800
Accumulated Amortization	(19,163)	(9,425)
Net Carrying Amount	$ 80,637	$ 86,375
Trademarks and Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	10 years	10 years
Gross Carrying Amount	$ 35,500	$ 35,300
Accumulated Amortization	(3,529)	(1,737)
Net Carrying Amount	$ 31,971	$ 33,563

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets, Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Fiscal 2024 (remaining 6 months)	$ 20,568
Fiscal 2025	41,009
Fiscal 2026	40,909
Fiscal 2027	40,932
Fiscal 2028	31,484
Thereafter	81,447
Total amortization of intangible assets expense	$ 256,349	$ 262,444

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets, Summary of Recognized Amortization of Intangible Assets Expense Recognized in Condensed Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 12,229	$ 790	$ 23,995	$ 1,579
Cost of Revenue [Member] | Subscriptions [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	4,938	128	9,737	256
Sales and Marketing [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	6,383	644	12,466	1,288
General and Administrative [Member]
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 908	$ 18	$ 1,792	$ 35

Debt, Summary of Debt Outstandi

Debt, Summary of Debt Outstanding (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023	Aug. 03, 2022
Debt Instrument [Line Items]
Gross Balance	$ 191,137	$ 173,908
Unamortized Debt Discount	(111)
Unamortized Deferred Debt Issuance Costs	(173)	(127)
Total long-term debt	190,853	173,781
Current portion of long-term debt	938	15,938
Long-term debt	$ 189,915	$ 157,843
PIK [Member]
Debt Instrument [Line Items]
Stated Interest Rate			8.75%
Stifel Bank [Member]
Debt Instrument [Line Items]
Stated Interest Rate	9.50%	8.50%
Effective Interest Rate	9.83%	8.50%
Gross Balance	$ 22,500	$ 15,000
Unamortized Debt Discount	(111)
Unamortized Deferred Debt Issuance Costs	(71)
Total long-term debt	$ 22,318	$ 15,000
InfoArmor [Member]
Debt Instrument [Line Items]
Stated Interest Rate	5.50%	5.50%
Effective Interest Rate	5.50%	5.50%
Gross Balance	$ 1,875	$ 2,344
Total long-term debt	$ 1,875	$ 2,344
Convertible Notes [Member]
Debt Instrument [Line Items]
Stated Interest Rate	7%	7%
Effective Interest Rate	9.77%	8.53%
Gross Balance	$ 163,429	$ 156,564
Unamortized Deferred Debt Issuance Costs	(102)	(127)
Total long-term debt	$ 163,327	$ 156,437
Convertible Notes [Member] | PIK [Member]
Debt Instrument [Line Items]
Stated Interest Rate	8.75%	8.75%
Alsop Louie Convertible Note [Member]
Debt Instrument [Line Items]
Stated Interest Rate	6%
Effective Interest Rate	3.36%
Gross Balance	$ 3,333
Total long-term debt	$ 3,333

Debt, Summary of Debt Outstan_2

Debt, Summary of Debt Outstanding (Parenthetical) (Details)	Jul. 31, 2023
Alsop Louie Convertible Note [Member]
Debt Instrument [Line Items]
Stated Interest Rate	6%

Debt (Details)

Debt (Details) - USD ($)					6 Months Ended
	Apr. 21, 2023	Aug. 03, 2022	Jun. 07, 2021	Jan. 07, 2021	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2023	Dec. 31, 2021	Dec. 08, 2021
Debt Instrument [Line Items]
Net cash proceeds					$ 7,425,000	$ 7,412,000
Current portion of long-term debt					938,000		$ 15,938,000
Convertible debt					$ 107,700,000
Ordinary shares, shares issued (in shares)					119,270,214		118,190,135
Long Term Debt Current [Member]
Debt Instrument [Line Items]
Current portion of long-term debt					$ 163,400,000
Lookingglass Cyber Solutions, Inc. [Member]
Debt Instrument [Line Items]
Purchase price					$ 22,255,000
Convertible Senior Cash [Member]
Debt Instrument [Line Items]
Investors agreed purchase value in aggregate principal amount		$ 150,000,000
Debt instrument, percentage		7%
Convertible Notes Maturity Date					Aug. 03, 2025
Ordinary shares, shares issued (in shares)		86.9565
Outstanding principal and accrued interest		$ 1,000
Accrued and unpaid interest percentage		100%
Convertible notes financing		$ 150,000,000
Debt Instrument, Convertible, Conversion Price		$ 11.5
Increase in default rate of interest		2%
Payment in Kind (PIK) Note [Member]
Debt Instrument [Line Items]
Debt instrument, percentage		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
Stifel Note [Member] | Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Borrowing amount				$ 10,000,000				$ 5,000,000	$ 5,000,000
Repayment of debt				$ 10,000,000
Debt instrument, percentage				4.50%
Percentage of late fee changed on unpaid amount				5%
Debt instrument maturity date					Jan. 07, 2024
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%
Stifel Note [Member] | Amended Loan and Security Agreement [Member] | Lookingglass Cyber Solutions, Inc. [Member]
Debt Instrument [Line Items]
Borrowing amount	$ 7,500,000
Aggregate borrowing limit	$ 22,500,000
Warrants issued	128,676
Exercise price of the warrant	$ 1.36
Debt instrument maturity date					Jun. 30, 2025
Debt financial covenant, percentage of net accounts receivable	50%
Debt financial covenant outstanding ratio	1.50%
Debt financial covenant, minimum unrestricted cash to be held	$ 17,500,000
InfoArmor Note [Member] | Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Debt instrument 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] | Long Term Debt Current [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
Alsop Louie Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, percentage					6%
Accrued and unpaid interest percentage					100%
Debt instrument interest option					3.36%
Increase in default rate of interest					1.50%
Alsop Louie Convertible Note [Member] | Subordinated Convertible Promissory Note [Member] | Lookingglass Cyber Solutions, Inc. [Member]
Debt Instrument [Line Items]
Borrowing amount	$ 3,300,000
Debt instrument, percentage	6%
Debt instrument maturity date					Jul. 31, 2025
Share price					$ 5
Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, percentage					7%		7%
Debt instrument interest option					9.77%		8.53%
Convertible Notes [Member] | Payment in Kind (PIK) Note [Member]
Debt Instrument [Line Items]
Debt instrument, percentage					8.75%		8.75%

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2023	Jul. 31, 2022	Apr. 21, 2023
Warrants [Abstract]
Period warrants to become exercisable after completion of business combination		30 days
Change in fair value of warrants	$ 100	$ 884	$ 2,059
Redemption of Warrants When Price Exceeds $18.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01	$ 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	18	$ 18
Redemption of Warrants When Price Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	0.1	$ 0.1
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	$ 10	$ 10
Public Warrants [Member]
Warrants [Abstract]
Number of warrants outstanding (in shares)	8,625,000	8,625,000
Warrants expiration period	5 years	5 years
Warrants exercise price (in dollars per share)	$ 0.04	$ 0.04
Fair value of warrants	$ 300	$ 300
Private Warrants [Member]
Warrants [Abstract]
Number of warrants outstanding (in shares)	7,588,430	7,588,430
Fair value of warrants	$ 300	$ 300
Public and Private Warrants Member
Warrants [Abstract]
Warrants exercise price (in dollars per share)	$ 11.5	$ 11.5
Stifel Warrant [Member] | Amended Loan and Security Agreement [Member]
Warrants [Abstract]
Warrants exercise price (in dollars per share)				$ 1.36
Warrants issued				128,676

Warrants, Summary of Assumption

Warrants, Summary of Assumptions Used in Estimating Fair Values of Warrants (Details) - Black-Scholes [Member] - Stifel Warrant [Member]	Jul. 31, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Asset price	$ 1.15
Exercise price of the warrant	$ 1.36
Contractual term	9 years 8 months 12 days
Volatility	65%
Dividend yield	0%
Risk-free rate	4%

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	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total breach services	$ 28,090	$ 54,456
Notification Services [Member]
Disaggregation of Revenue [Line Items]
Total breach services	4,460	7,444
Call Center and Monitoring Services [Member]
Disaggregation of Revenue [Line Items]
Total breach services	$ 23,630	$ 47,012

Revenue from Contracts with C_4

Revenue from Contracts with Customers (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Amortization expense of capitalized contracts costs	$ 4.1	$ 6.7
Revenue [Member] | Revenue from Rights Concentration Risk [Member] | Membership Services [Member]
Disaggregation of Revenue [Line Items]
Percentage of revenue	4%	4%

Revenue from Contracts with C_5

Revenue from Contracts with Customers 1 (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jul. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-31
Disaggregation of Revenue [Line Items]
Remaining performance obligations			$ 105,300
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations			89,200
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-08-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations			11,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-08-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations			$ 4,300
ID Experts Holdings, Inc. and Subsidiary [Member]
Disaggregation of Revenue [Line Items]
Capitalized Contract Cost, Amortization	$ 4,100	$ 6,700
ID Experts Holdings, Inc. and Subsidiary [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	93,143	93,143
ID Experts Holdings, Inc. and Subsidiary [Member] | Deferred Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 93,100	$ 93,100

Revenue from Contracts with C_6

Revenue from Contracts with Customers, Summary of Total Value of Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Jun. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 105,300
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 89,200
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 11,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 4,300
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]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 93,143
Revenue, Remaining Performance Obligation, Percentage		98%
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		1%
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		1%
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]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 92,508
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		1%
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		1%
ID Experts Holdings Inc And Subsidiary Member | Membership Services [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount		$ 635
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%

Sponsor Earnout Shares (Details

Sponsor Earnout Shares (Details) - $ / shares		6 Months Ended
	Aug. 03, 2022	Jul. 31, 2023
Sponsor Earnout Shares [Line Items]
Common stock shares subject to potential forfeiture		1,293,750
Earnout period		Aug. 03, 2022
Stock Equal to Greater Than $12.50 [Member]
Sponsor Earnout Shares [Line Items]
Share price	$ 12.5
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	$ 17.5
Contingent equity, earnout period, threshold trading days	20 days
Contingent liability, earnout period, threshold consecutive trading days	30 days

Sponsor Earnout Shares, Summary

Sponsor Earnout Shares, Summary of Assumptions, Inputs, and Fair Value Results (Details) - Sponsor Earnout Shares [Member]	Jul. 31, 2023 USD ($) $ / shares	Jan. 31, 2023 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI | $	$ 504,000	$ 2,445,000
Tranche I [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	$ 0.43	$ 2.12
Tranche II [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	0.38	1.88
Tranche III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	$ 0.36	$ 1.67
Per Share Price of Company Common Stock [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input | $	0.0115	0.0362
Annual Equity Volitility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input	0.80	0.65
Risk-Free Rate of Return [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input	0.0434	0.037

Purchase Consideration Liabil_3

Purchase Consideration Liability (Details) - USD ($) $ in Thousands						6 Months Ended
	Apr. 30, 2024	Mar. 31, 2024	Feb. 28, 2024	Jan. 31, 2024	Apr. 21, 2023	Jul. 31, 2023	Jan. 31, 2023
Business Acquisition [Line Items]
Common stock, shares issued (in shares)						119,270,214	118,190,135
Purchase consideration shares to be issued						5,761,841
Earnout period						Aug. 03, 2022
Number of additional shares withheld					500,000
LGCS Earnout Shares [Member]
Business Acquisition [Line Items]
Shares entitled						$ 2,000
Earnout period						Feb. 01, 2023
Fair value of earnout shares						$ 2,000
Triggering Event I [Member] | LGCS Earnout Shares [Member] | Forecast [Member]
Business Acquisition [Line Items]
Earnout target				$ 10,000
Contract renew for earnout				$ 12,680,840
Triggering Event II [Member] | LGCS Earnout Shares [Member] | Forecast [Member]
Business Acquisition [Line Items]
Reduction in earnout shares			250,000
Triggering Event III [Member] | LGCS Earnout Shares [Member] | Forecast [Member]
Business Acquisition [Line Items]
Reduction in earnout shares		500,000
Triggering Event IV [Member] | LGCS Earnout Shares [Member] | Forecast [Member]
Business Acquisition [Line Items]
Reduction in earnout shares	750,000

Purchase Consideration Liabil_4

Purchase Consideration Liability, Summary of Fair Value of Purchase Consideration Liability (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jul. 31, 2023 USD ($) $ / shares
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract]
Adjusted closing price per share of the Company's Common Stock (ZFOX) on April 21, 2023 | $ / shares	$ 1.05
Purchase consideration shares estimate	$ 8,589,548
Fair value of purchase consideration liability	$ 9,026

Redeemable Convertible Prefer_2

Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2022	Jul. 31, 2023	Jul. 29, 2016
Temporary Equity [Line Items]
Share price (in dollars per share)		$ 1.05
Series A-1 Redeemable Convertible Preferred Stock [Member] | ID Experts Holdings, Inc. and Subsidiary [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
Series A-2 Redeemable Convertible Preferred Stock [Member] | ID Experts Holdings, Inc. and Subsidiary [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

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Jul. 31, 2023	Jan. 31, 2023	Jun. 30, 2022	Jul. 29, 2016
Stockholders' Deficit [Abstract]
Authorized capital stock	1,100,000,000
Common stock, shares issued (in shares)	119,270,214	118,190,135
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	119,270,214	118,190,135
Common Stock [Member]
Stockholders' Deficit [Abstract]
Common stock, shares authorized (in shares)	1,000,000,000
Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	100,000,000
ID Experts Holdings, Inc. and Subsidiary [Member] | Series B Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preference shares, par value (in dollars per share)				$ 0.0001
Liquidation preference, Per share				$ 0.361
ID Experts Holdings, Inc. and Subsidiary [Member] | Common Stock [Member]
Stockholders' Deficit [Abstract]
Common stock, shares authorized (in shares)			53,000,000
Common Stock, Par or Stated Value Per Share			$ 0.0001
Maximum [Member] | ID Experts Holdings, Inc. and Subsidiary [Member] | Series B Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preference shares, shares issued (in shares)				33,000,000

Income Taxes, Summary of Provis

Income Taxes, Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022
Income Tax Disclosure [Line Items]
Income tax expense from continuing operations	$ (4,633)	$ 56		$ (7,702)	$ 111
Income (loss) from continuing operations before income taxes	$ (21,469)	$ (11,199)		$ (42,517)	$ (21,347)
Total current tax expense	0.58%	0.50%		18.12%	0.52%
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Income tax expense from continuing operations			$ 116			$ 22
Income (loss) from continuing operations before income taxes			$ 345			$ (7)
Total current tax expense			33.60%			(303.50%)

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Jan. 31, 2023
Income Tax Disclosure [Line Items]
Unrecognized tax benefits	$ 1,400,000	$ 0		$ 1,400,000	$ 0		$ 1,400,000
Unrecognized tax benefits would impact effective tax rate	1,200,000			1,200,000			1,200,000
Accrued penalties and interest	200,000			200,000			$ 100,000
(Benefit from) provision for income taxes	$ (4,633,000)	$ 56,000		$ (7,702,000)	$ 111,000
Effective income tax rate	0.58%	0.50%		18.12%	0.52%
ID Experts Holdings, Inc. and Subsidiary [Member]
Income Tax Disclosure [Line Items]
Unrecognized tax benefits			$ 700,000			$ 700,000
Accrued penalties and interest			20,000			20,000
(Benefit from) provision for income taxes			$ 116,000			$ 22,000
Effective income tax rate			33.60%			(303.50%)

Retirement Plan (Details)

Retirement Plan (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Contributed to plan	$ 0.2	$ 0.3

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

Jan. 31, 2023

Aug. 31, 2017

Aug. 31, 2016

Jul. 31, 2023

Jul. 31, 2022

Jun. 30, 2022

Jul. 31, 2023

Aug. 03, 2022

Jul. 31, 2022

Jun. 30, 2022

Jan. 31, 2022

Dec. 31, 2021

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]

Options granted

0

0

1,214,500

Shares awards available for outstanding under plan

7,869,050

6,792,351

22,286,706

6,792,351

22,286,706

21,715,815

Stock-based compensation expense

$ 2,314

$ 478

$ 3,413

$ 852

RSUs granted

0

Weighted-average dividend yield

0%

General and Administrative Expense [Member]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]

Stock-based compensation expense

$ 1,294

$ 283

$ 1,979

$ 506

RSUs [Member]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]

RSUs granted

5,466,704

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

10,863,469

10,863,469

2022 Incentive Equity Plan [Member] | Maximum [Member]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]

Number of shares authorized

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]

Weighted average grant date fair value of options granted

$ 1.07

$ 1

Share-based compensation arrangement by share-based payment award, total intrinsic value of options exercised

$ 100

$ 300

$ 600

$ 1,000

Stock-based compensation unrecognized compensation cost

$ 2,300,000

Weighted average remaining period of unrecognized compensation cost to be recognized

2 years 1 month 6 days

Zero Fox [Member] | RSUs [Member]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]

Stock-based compensation unrecognized compensation cost

$ 16,900,000

Weighted average remaining period of unrecognized compensation cost to be recognized

3 years

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-based compensation expense

$ 10

$ 10

Stock compensation expense recognized over an average period

3 years 3 months 3 days

Weighted average grant date fair value of options granted

$ 1.97

Weighted average fair value of options exercised

$ 0.04

Share-based compensation arrangement by share-based payment award, total intrinsic value of options exercised

$ 1,300

Stock-based compensation unrecognized compensation cost

$ 100

Weighted-average dividend yield

0%

Fair value of common stock options vested

$ 1,000

ID Experts Holdings, Inc. and Subsidiary [Member] | General and Administrative Expense [Member]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]

Stock-based compensation expense

$ 10

$ 10

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

2,315,682

2,315,682

Shares available for issuance under plan

296,977

296,977

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
	Jul. 31, 2022	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average risk-free rate	1.48%
Weighted-average expected term of the option (in years)	6 years 25 days
Weighted-average expected volatility	38.92%
Weighted-average dividend yield	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%
Weighted-average expected term of the option (in years)		7 years
Weighted-average expected volatility		35%
Weighted-average dividend yield		0%

Stock-Based Compensation, Sum_2

Stock-Based Compensation, Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended			12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jul. 31, 2023	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of Shares Option Outstanding, Beginning Balance				7,869,050	21,715,815
Number of Shares, Granted			0	0	1,214,500
Number of Shares, Exercised				(762,153)	(392,450)
Number of Shares, Cancelled				(314,546)	(251,159)
Number of Shares Option Outstanding, Ending Balance	7,869,050	21,715,815	6,792,351	6,792,351	22,286,706
Number of Shares Option, Vested			5,647,324	5,647,324	14,784,495
Number of Shares Option, Vested and expected to vest			6,391,591	6,391,591	19,660,894
Weighted-Average Exercise Price
Weighted- Average Exercise Price, Outstanding, Beginning Balance				$ 1.55	$ 0.44
Weighted- Average Exercise Price, Granted					2.39
Weighted- Average Exercise Price, Exercised				0.34	0.27
Weighted- Average Exercise Price, Cancelled				4.55	1.47
Weighted- Average Exercise Price, Outstanding, Ending Balance	$ 1.55	$ 0.44	$ 1.54	1.54	0.54
Weighted- Average Exercise Price, Vested			1.14	1.14	0.27
Weighted- Average Exercise Price, Vested and expected to vest			$ 1.41	$ 1.41	$ 0.47
Weighted-Average Remaining Contractual Term (in years)
Weighted- Average Remaining Contractual Term (Years), Outstanding	5 years 6 months 29 days	6 years 3 months 14 days		5 years 6 months	6 years 5 months 12 days
Weighted- Average Remaining Contractual Term (Years), Vested				5 years 21 days	5 years 4 months 28 days
Weighted- Average Remaining Contractual Term (Years), Vested and expected to vest				5 years 4 months 9 days	6 years 2 months 4 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding		$ 51,688			$ 50,866
Aggregate Intrinsic Value, Vested			$ 52	$ 52	37,759
Aggregate Intrinsic Value, Vested and expected to vest					$ 46,279
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						2,843,372
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	2,843,372
Number of Shares Option, Vested						1,511,596
Weighted-Average Exercise Price
Weighted- Average Exercise Price, Outstanding, Beginning Balance						$ 0.14
Weighted- Average Exercise Price, Granted						1.97
Weighted- Average Exercise Price, Exercised						0.04
Weighted- Average Exercise Price, Cancelled						0.39
Weighted- Average Exercise Price, Outstanding, Ending Balance						0.2	$ 0.14
Weighted- Average Exercise Price, Vested						$ 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						$ 12,008	$ 5,768
Aggregate Intrinsic Value, Vested						$ 7,083

Stock-Based Compensation, Sum_3

Stock-Based Compensation, Summary of RSU Activity (Details) - $ / shares	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Granted		0
RSUs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Outstanding, Beginning Balance	2,802,426
Number of Shares, Granted	5,466,704
Number of Shares, Vested	(317,926)
Number of Shares, Cancelled	(181,500)
Number of Shares Outstanding, Ending Balance	7,769,704
Weighted-Average Grant Date Fair Value Outstanding, Beginning Balance	$ 4.64
Weighted-Average Grant Date Fair Value, Granted	1.7
Weighted-Average Grant Date Fair Value, Vested	4.48
Weighted-Average Grant Date Fair Value, Cancelled	4.43
Weighted-Average Grant Date Fair Value Outstanding, Ending Balance	$ 2.57

Stock-Based Compensation, Sum_4

Stock-Based Compensation, Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 2,314	$ 478	$ 3,413	$ 852
Cost of Revenue - Subscription [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	72	8	79	18
Cost of Revenue - Services [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	36	1	42	2
Research and Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	459	56	627	111
Sales and Marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	453	130	686	215
General and Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,294	$ 283	$ 1,979	$ 506

Earnings (Loss) per Share, Summ

Earnings (Loss) per Share, Summary of Basic and Diluted Calculations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022	Jul. 31, 2023	Jul. 31, 2022	Jun. 30, 2022
Earnings (Loss) per Share [Line Items]
Net income (loss) applicable to common equity	$ (16,836)	$ (11,255)		$ (34,815)	$ (21,458)
Basic Earnings per Share
Net income (loss) applicable to common stockholders	$ (16,836)	$ (11,255)		$ (34,815)	$ (21,458)
Total weighted-average basic shares outstanding	123,354,228	43,109,352		120,668,451	43,038,331
Net income (loss) per share, basic	$ (0.14)	$ (0.26)		$ (0.29)	$ (0.5)
Diluted Earnings per Share
Total weighted-average diluted shares outstanding	123,354,228	43,109,352		120,668,451	43,038,331
Net income (loss) per share, diluted	$ (0.14)	$ (0.26)		$ (0.29)	$ (0.5)
ID Experts Holdings, Inc. and Subsidiary [Member]
Earnings (Loss) per Share [Line Items]
Net income (loss) applicable to common equity			$ 229			$ (29)
Basic Earnings per Share
Less: undistributed earnings allocated to participating securities			21			21
Net income (loss) applicable to common stockholders			$ 250			$ (8)
Total weighted-average basic shares outstanding			12,756,222			12,706,627
Net income (loss) per share, basic			$ 0.02
Diluted Earnings per Share
Total weighted-average diluted shares outstanding			12,756,222			12,706,627
Net income (loss) per share, diluted			$ 0.02

Related Party Transactions (Det

Related Party Transactions (Details) - ID Experts Holdings, Inc. and Subsidiary [Member] - Related Party [Member] - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Cost of Services [Member]
Related Party Transaction [Line Items]
Expense from contracts	$ 0	$ 0.1
Contracts with Affiliates of Minority Stockholders [Member]
Related Party Transaction [Line Items]
Revenue from contracts	0.1	0.4
Contracts with Affiliates of Majority Stockholders [Member]
Related Party Transaction [Line Items]
Expense from contracts	$ 0	$ 0.1

Related Party Transactions, Bal

Related Party Transactions, Baltimore Headquarters Lease (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2023
Related Party Transaction [Line Items]
Lease expiration date			Feb. 28, 2023
Lease, option to extend			On April 21, 2023, the lease agreement was amended to extend the lease for an additional three-year term through February 28, 2026.
Lease extended expiration date			Feb. 28, 2026
Rent expense	$ 0.1	$ 0.1	$ 0.2	$ 0.2
Leasehold improvements	0.1		0.1		$ 0.1
Net of accumulated depreciation	0.1		0.1		$ 0.1
Security deposit	$ 0.1		$ 0.1

Related Party Transactions, Cyv

Related Party Transactions, Cyveillance Acquisition Sublease and Transition Support Agreement (Details) - Cyveillance Acquisition [Member] - USD ($)	3 Months Ended	6 Months Ended
	Jul. 31, 2022	Jul. 31, 2022
Related Party Transaction [Line Items]
Transition expense	$ 0	$ 0
Payment-in-kind interest		100,000
LookingGlass [Member]
Related Party Transaction [Line Items]
Related party rent expense	$ 100,000	$ 100,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Line Items]
Purchase commitment	$ 27	$ 27
Contributed to plan	0.2	0.3
ID Experts Holdings, Inc. and Subsidiary [Member]
Commitments and Contingencies Disclosure [Line Items]
Accrual of sales and use taxes	$ 1.3	$ 1.3
Purchase commitment			$ 64.9