ZeroFox (ZFOX) S-1 31 Mar 23 IPO registration Financial data

Cover Page

Cover Page	6 Months Ended
	Jan. 31, 2023
Entity Listings [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	ZeroFox Holdings, Inc.
Entity Central Index Key	0001823575
Entity Primary SIC Number	7389
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 Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Business Contact [Member]
Entity Listings [Line Items]
Contact Personnel Name	Thomas P. FitzGerald
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

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Current assets:
Cash and cash equivalents	$ 47,549	$ 10,274
Accounts receivable, net of allowance for doubtful accounts	29,609	17,046
Deferred contract acquisition costs, current	5,456	4,174
Prepaid expenses and other assets	5,300	1,276
Total current assets	87,914	32,770
Property and equipment, net of accumulated depreciation	671	694
Capitalized software, net of accumulated amortization	253	914
Deferred contract acquisition costs, net of current portion	7,751	7,481
Acquired intangible assets, net of accumulated amortization	262,444	14,210
Goodwill	406,608	35,002
Operating lease right-of-use assets	720
Other Assets	550	319
Total assets	766,911	91,390
Current liabilities:
Accounts payable	3,099	4,276
Accrued compensation, accrued expenses, and other current liabilities	18,751	7,020
Current portion of long-term debt	15,938	5,970
Deferred revenue, current	47,977	29,532
Operating lease liabilities, current	406
Total current liabilities	86,171	46,798
Deferred revenue, net of current portion	5,981	9,299
Long-term debt, net of deferred financing costs	157,843	45,503
Operating lease liabilities, net of current portion	427
Warrants	2,581	10,709
Sponsor earnout shares	2,445
Deferred tax liability	22,592
Total liabilities	278,040	112,309
Commitments and contingencies (Note 17)
Redeemable convertible preferred stock	0	132,229
Stockholders' equity (deficit)
Common stock	12	0
Additional paid-in capital	1,243,637	3,873
Accumulated deficit	(754,677)	(156,820)
Accumulated other comprehensive loss	(101)	(201)
Total stockholders' equity (deficit)	488,871	(153,148)
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit)	$ 766,911	$ 91,390

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jan. 31, 2023	Jan. 31, 2022
Stockholders' equity (deficit)
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.00001
Common stock, shares authorized (in shares)	1,000,000,000	319,462,878
Common stock, shares issued (in shares)	118,190,135	42,892,897
Common stock, shares outstanding (in shares)	118,190,135	42,892,897

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss and Income - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Revenue
Revenue	$ 88,386	$ 29,237	$ 47,433
Cost of revenue
Cost of revenue	61,825	8,806	16,357
Gross profit	26,561	20,431	31,076
Operating expenses
Research and development	12,134	8,092	12,810
Sales and marketing	35,859	18,516	29,873
General and administrative	18,218	10,093	16,408
Goodwill impairment	698,650
Total operating expenses	764,861	36,701	59,091
Loss from operations	(738,300)	(16,270)	(28,015)
Other income (expense)
Interest expense, net	(7,867)	(2,965)	(3,585)
Change in fair value of warrant liability	5,364	(2,059)	(7,375)
Change in fair value of sponsor earnout shares	(9,634)
Total other income (expense)	7,131	(5,024)	(10,960)
Loss before income taxes	(731,169)	(21,294)	(38,975)
(Benefit from) provision for income taxes	(10,522)	111	(536)
Net loss after tax	$ (720,647)	$ (21,405)	$ (38,439)
Net loss per share attributable to common stockholders, basic	$ (6.17)	$ (0.5)	$ (0.91)
Net loss per share attributable to common stockholders, diluted	$ (6.17)	$ (0.5)	$ (0.91)
Weighted-average shares used in computation of net loss per share attributable to common stockholders, basic	116,862,277	43,041,209	42,073,351
Weighted-average shares used in computation of net loss per share attributable to common stockholders, diluted	116,862,277	43,041,209	42,073,351
Other comprehensive (loss) income
Foreign currency translation	$ (101)	$ 36	$ (78)
Total other comprehensive (loss) income	(101)	36	(78)
Total comprehensive loss	(720,748)	(21,369)	(38,517)
Subscription [Member]
Revenue
Revenue	31,679	27,946	45,117
Cost of revenue
Cost of revenue	18,225	8,349	15,181
Service [Member]
Revenue
Revenue	56,707	1,291	2,316
Cost of revenue
Cost of revenue	$ 43,600	$ 457	$ 1,176

Consolidated Statements of Rede

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

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (720,647)	$ (21,405)	$ (38,439)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment	698,650
Depreciation and amortization	366	322	546
Amortization of software development costs	25	321	560
Amortization of acquired intangible assets	23,056	1,604	3,022
Amortization of right-of-use assets	526
Amortization of deferred debt issuance costs	24	229	361
Stock-based compensation	2,500	862	696
Loss on sale of asset			3
Provision for bad debts	32	(7)	16
Change in fair value of warrants	(5,364)	2,059	7,375
Change in fair value of contingent consideration			(146)
Change in fair value of sponsor earnout shares	(9,634)
Deferred taxes	(10,992)		(636)
Noncash interest expense	6,564	303	69
Changes in operating assets and liabilities:
Accounts receivable	(3,736)	3,643	(3,776)
Deferred contract acquisition costs	(1,267)	(109)	(1,517)
Prepaid expenses and other assets	(187)	(1,498)	(284)
Accounts payable, accrued compensation, accrued expenses, and other current liabilities	(8,274)	(3,073)	4,766
Operating lease liabilities	(413)
Deferred revenue	1,365	2,926	9,680
Other liabilities			(368)
Net cash (used in) provide by operating activities	(27,406)	(13,823)	(18,072)
Cash Flows from Investing Activities:
Proceeds from the Trust Account	34,864
Business acquisition, net of cash acquired			(3,792)
Purchases of property and equipment	(313)	(245)	(572)
Capitalized software	(278)	(501)	(674)
Net cash used in investing activities	(63,899)	(746)	(5,038)
Cash Flows from Financing Activities:
Proceeds from issuance of convertibles notes, net of issuance costs	149,872
Proceeds from PIPE	20,000
Exercise of stock options	122	104	202
Proceeds from issuance of debt, net of issuance costs		7,412	19,965
Repurchase of class A ordinary shares	(24,626)
Payment of deferred underwriting fee	(6,054)
Repayment of debt	(469)	(469)	(469)
Net cash provided by financing activities	138,845	7,047	19,698
Foreign currency translation adjustment	(101)	54	(78)
Net change in cash, cash equivalents, and restricted cash	47,439	(7,468)	(3,490)
Cash, cash equivalents, and restricted cash beginning of period	2,906	10,374	13,864
Cash, cash equivalents, and restricted cash end of period	47,649	2,906	10,374
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	625	2,266	3,038
Cash paid for income taxes	75	50	90
Non-Cash Investing and Financing Activities:
Exercise of warrants	(7,632)	(5,900)
Issuance of warrants along with issuance of debt		$ 519	528
Note payable issued in connection with Predecessor business acquisition			3,750
Issuance of redeemable convertible preferred stock in connection with Predecessor business acquisition			$ 7,839
ID Experts Holdings, Inc. and Subsidiary [Member]
Cash Flows from Investing Activities:
Business acquisition, net of cash acquired	(49,803)
ZeroFox
Cash Flows from Investing Activities:
Business acquisition, net of cash acquired	$ (48,369)

Consolidated Statements of Ca_2

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

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jan. 31, 2023
Organization and Description of Business [Line Items]
Organization and Description of Business	1: Organization and Description of Business ZeroFox Holdings, Inc. (ZeroFox Holdings) is a holding company incorporated in the state of Delaware. ZeroFox Holdings was formerly known as L&F Acquisition Corp. (L&F) and was a blank check, Cayman Islands exempted company, incorporated on August 20, 2020. ZeroFox Holdings conducts its business through its wholly-owned, consolidated subsidiaries, primarily ZeroFox, Inc. and Identity Theft Guard Solutions, Inc. The Company provides digital risk protection services and safeguards modern organizations from dynamic security risks across social, mobile, surface, deep web, dark web, email, and collaboration platforms. Using diverse data sources and artificial intelligence-based analysis, the ZeroFox Platform identifies and remediates targeted phishing attacks, credential compromise, data exfiltration, brand hijacking, executive and location threats, and more. The patented ZeroFox Software as a Service (“SaaS”) technology processes and protects electronic posts, messages, and accounts daily across the social and digital landscape, spanning social media platforms, mobile app stores, the deep web, dark web, domains, and more. The Company offers its services on a subscription basis. On August 3, 2022 (the Closing Date), L&F, ZeroFox, Inc., and ID Experts Holdings, Inc. (IDX), consummated the business combination (the Business Combination) as contemplated by the Business Combination Agreement, dated as of December 17, 2021. In connection with the finalization of the Business Combination, L&F changed its name to ZeroFox Holdings, Inc. and changed its jurisdiction of incorporation from the Cayman Islands to the state of Delaware. The Company changed its fiscal year end to January 31. The terms “ZeroFox”, “the Company”, and “Successor” refer to ZeroFox Holdings, Inc. and its subsidiaries, including ZeroFox, Inc. and ID Experts Holdings, Inc. after the Closing Date. The term “the Successor Period” refers to the duration of time including the finalization of the Business Combination through the end of current reporting period i.e., August 3, 2022, to January 31, 2023. The term “Predecessor” refers to ZeroFox, Inc. and its subsidiaries prior to the Closing Date. The term “the Year to Date Predecessor Period” refers to the duration of time from the first day of the current fiscal year to just prior to the finalization of the Business Combination i.e., February 1, 2022, to August 3, 2022. The Company’s Common Stock is listed on The Nasdaq Global Market under the ticker symbol “ZFOX” and its warrants are listed on The Nasdaq Capital Market under the ticker symbol “ZFOXW”. The Company provides an external cybersecurity platform and related services that protect organizations from threats outside the traditional corporate perimeter. These threats impact organizations, their brands, digital assets, and people, and include targeted phishing attacks, account takeovers, credential theft, data leakage, domain spoofing, and impersonations. The Company’s cloud-native platform combines protection, intelligence, adversary disruption, and response services into an integrated solution (our Platform). As result of internal efforts and our acquisition of IDX, the Company also provides data breach response services, and associated identity and privacy protection services, including prevention, detection, forensic services, notification, and recovery assistance. Segment Information Operating segments are defined as components of an enterprise for which discrete financial information is made available for evaluation by the chief operating decision maker (CODM) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The CODM views

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jan. 31, 2023
Accounting Policies [Line Items]
Summary of Significant Accounting Policies	2: Summary of Significant Accounting Policies Basis of Presentation As result of the Business Combination, the Company evaluated if L&F, ZeroFox, or IDX is the predecessor for accounting purposes. The Company considered the application of Rule 405 of Regulation C, the interpretative guidance of the staff of the United States Securities and Exchange Commission (SEC), including factors for the Registrant to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses the Company’s business in our Form 10-Q 10-K The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) as set forth by the Financial Accounting Standards Board (FASB). References to US GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codifications (ASC). Emerging Growth Company Status The Company is an “emerging growth company,” (EGC) as defined in the Jumpstart Our Business Startups Act, (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities within these consolidated financial statements. Significant estimates and judgments include but are not limited to: (1) revenue recognition, (2) capitalization of internally developed software costs, (3) fair value of stock-based compensation, (4) valuation of assets acquired and liabilities assumed in business combinations, (5) useful lives of contract acquisition costs and intangible assets, (6) evaluation of goodwill and long lived assets for impairment, (7) valuation of warrants and the Sponsor Earnout Shares (see Note 12), and (8) valuation allowances associated with deferred tax assets. The Company bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from results of prior periods. Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts and money Restricted Cash Cash that is unavailable for general operating purposes is classified as restricted cash and 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 a) Identify Contracts with Customers. b) Identify the Performance Obligations in the Contract. c) Determine the Transaction Price. d) A llocate the Transaction Price to Performance Obligations in the Contract. e) Recognize Revenue When or As Performance Obligations are Satisfied. Subscription Revenue The Company generates subscription revenue from its External Cybersecurity Platform. Subscription revenue from the External Cybersecurity Platform includes the sale of subscriptions to access the platform and related support and intelligence services. Subscription revenue is driven by the number of assets protected and the desired level of service. These arrangements do not provide the customer with the right to take possession of the Company’s software operating on its cloud platform at any time. These arrangements represent a combined, stand-ready performance obligation to provide access to the software together with related support and intelligence services. Customers are granted continuous access to the External Cybersecurity Platform over the contractual period. Revenue is recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. The Company’s subscription contracts generally have terms of one 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 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 Government Contracts The Company evaluates arrangements with governmental entities containing fiscal funding or termination for convenience provisions, when such provisions are required by law, to determine the probability of possible cancellation. The Company considers multiple factors, including the history with the customer in similar transactions and budgeting and approval processes undertaken by the governmental entity. If the Company determines upon execution of these arrangements that the likelihood of cancellation is remote, it then recognizes revenue for such arrangements once all relevant criteria have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity for such arrangements. Timing of Revenue Recognition The table below provides revenue earned by timing of revenue for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Recognition Timing August 4, 2022 to February 1, 2022 to Year Ended Over time $ 79,025 $ 27,946 $ 45,117 Point in time 9,361 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 Cost of Revenue Cost of revenue consists primarily of wages and benefits for software operations, service delivery, and customer support personnel. Cost of revenue also includes all direct costs of maintenance and hosting, as well as the amortization of costs capitalized for the development of the Company’s enterprise cloud platform and acquired technology, and allocated overhead, primarily shared IT expenses. Research and Development Research and development costs are expensed in the period incurred and General and Administrative General and administrative costs are expensed in the period incurred and consist primarily of salaries and other related costs, including stock-based compensation, for personnel in the Company’s executive and finance functions. General and administrative costs also include professional fees for legal, accounting, auditing, tax and consulting services; travel expenses; and facility-related expenses, which include costs for rent and maintenance of facilities and other operating costs. Sales and Marketing Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to advertising, product management, promotional materials, public relations, amortization of acquired customer relationships, other sales and marketing programs, and allocated overhead, primarily shared IT expenses. Advertising Advertising costs, which are expensed and included in sales and marketing expense in the period incurred were $0.4 million, $0.5 million, and $0.5 million during the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively. Income Taxes In accordance with ASC 740, Income Taxes, ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken, or expected to be taken, in a tax return, as well as guidance on derecognition, classification, interest, penalties, and consolidated financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company remains subject to examination by U.S. federal and various state tax authorities for the fiscal years 2019 through 2022. Under ASC 740, the Company determined that its income tax positions did meet the more-likely-than-not Stock-Based Compensation The Company accounts for stock-based compensation in accordance with , Compensation Stock Compensation No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting consequences, classification of Prior to the Company’s stock being publicly traded, the Company was required to estimate the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s Convertible Redeemable Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Leases The Company adopted ASC Topic 842, Leases ” The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. For contracts with lease and non-lease non-lease right-of-use ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within our operating leases is generally not determinable and we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. The Company determines our incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of the lease. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of our leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered in the determination of the lease term unless it is reasonably certain we will not exercise the option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Business Combinations The Company accounted for the Business Combination using the acquisition method pursuant to ASC 805, Business Combinations considered the primary beneficiary of ZeroFox, Inc. as its ownership provides power to direct the activities that most significantly impact ZeroFox, Inc.’s performance and the Company has the obligation to absorb the losses and/or receive the benefits of ZeroFox, Inc., which potentially could be significant. Accordingly, the Company is both the legal and accounting acquirer of ZeroFox, Inc. The Company identified itself as both the legal and accounting acquirer of IDX. As the Company is identified as the accounting acquirer for both ZeroFox, Inc. and IDX, both mergers are considered “forward mergers”. Under the “forward merger” approach of the acquisition method of accounting, the Company allocated the consideration transferred to effect the mergers to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The Company recognized the excess of consideration transferred over the fair values of assets acquired and liabilities assumed as goodwill. The Company expensed all transaction related costs of the Business Combination. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of comprehensive loss. See Note 5 for additional information regarding business combination. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The valuation of intangible assets and goodwill involves the use of the Company’s estimates and assumptions and can have a significant impact on future operating results. The Company initially records its intangible assets at fair value. Intangible assets with finite lives are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually. Goodwill is evaluated for impairment beginning on November 1 of each year or when an assessment of qualitative factors indicates an impairment may have occurred. The quantitative assessment includes an analysis that compares the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The Company uses a combination of methods to estimate the fair value of its reporting unit including the discounted cash flow, guideline public company, and merger and acquisitions methods. These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies and merger transactions in the Company’s industry. Use of these factors requires the Company to make certain assumptions and estimates regarding industry economic factors and future profitability of its business. Additionally, the Company considers income tax effects from any tax-deductible 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 The Company considered qualitative factors that would indicate if the fair value of the Company’s single reporting unit had declined below its carrying value, including the decline in the price of the Company’s Common Stock, market conditions, and macroeconomic factors. Based on this qualitative analysis, the Company concluded that an interim test of goodwill impairment was required. The Company performed an interim quantitative assessment of the fair value of the Company’s single reporting unit and determined its fair value to be $675.0 million as of October 31, 2022. As the carrying value of the reporting unit was $1,373.7 million prior to the recognition of the impairment charge, which was above the estimated fair value of the reporting unit, the Company recorded a goodwill impairment charge $698.7 million during the Successor Period. Impairment of Long-Lived Assets Long-lived assets, including intangible assets with finite lives, are 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 Derivatives and Hedging 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 non-cash Sponsor Earnout Shares The Company analyzed the terms of the Sponsor Earnout Shares (see Note 12) and determined they are within the scope of ASC 815. The Company determined that the Sponsor Earnout Shares do not meet the requirements to be recognized as an equity instrument as the Company could not conclude the Sponsor Earnout Shares are indexed to the Company’s own equity. Therefore, the Company recognizes the Sponsor Earnout Shares as a liability recorded at fair value. The Sponsor Earnout Shares are not considered outstanding for accounting purposes since they are considered contingently issuable and are therefore, excluded from the calculation of basic earnings per share. The Company analyzed the terms of the Sponsor Earnout Shares to determine if they meet the definition of “participating securities”, which would require the two-class Fair Value of Financial Instruments ASC 820-10, Fair Value Measurements and Disclosures: Overall Level 1 Level 2 Level 3 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 As of January 31, 2023, and August 3, 2022, the Company had outstanding Public Warrants and Private Warrants. The Company measured its Public Warrants based on a Level 1 input, the public price for the Company’s warrants traded on NASDAQ (ticker ZFOXW). The Company measured its Private Warrants based on a Level 2 input, the same price for the Company’s Public Warrants traded on NASDAQ. The Company analyzed the terms and features of the Private Warrants and determined that they were economically similar to the Public Warrants. As of August 3, 2022, the Company had warrants outstanding that it had assumed from ZeroFox, Inc. as part of the Business Combination and converted into warrants to purchase Company Common Stock. The Company measured these assumed and converted warrants using a Level 2 input, the public price for the Company’s Common Stock traded on NASDAQ (ticker ZFOX), adjusted for the strike price of each assumed and converted warrant. As of January 31, 2022, the Predecessor measured its outstanding warrants based on Level 3 inputs. The assumptions used to value all warrants are described in Note 11. The Company measured the liability for Sponsor Earnout Shares using Level 3 inputs. The methodology and assumptions used to measure the Sponsor Earnout Shares are described in Note 12. A summary of the changes in the fair value of warrants for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Public Private Warrant liability - August 3, 2022 $ 4,226 $ 11,351 Exercise of warrants — (7,632 ) Gain due to change in fair value of warrants (2,853 ) (2,511 ) Warrant liability - January 31, 2023 $ 1,373 $ 1,208 Predecessor Warrant liability - January 31, 2021 $ 2,806 Issuance of warrants 528 Loss due to change in fair value of warrants 7,375 Warrant liability - January 31, 2022 $ 10,709 Warrant liability - January 31, 2022 $ 10,709 Issuance of warrants 519 Exercise of warrants (5,900 ) Loss due to change in fair value of warrants 2,059 Warrant liability - August 3, 2022 $ 7,387 The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments. The carrying amount of the Convertible Notes (see Note 10) approximates fair value due to the short duration of time that has elapsed since the Convertible Notes have been issued. Concentration of Credit Risk 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 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 period August 4, 2022, to January 31, 2023, one individual customer accounted for 47% of total consolidated revenue. For the period February 1, 2022 to August 3, 2022 and the year ended January 31, 2022, there was no individual customer that accounted for 10% or more of total consolidated revenue, respectively. As of January 31, 2023, one customer represented 23% of total accounts receivable. As of January 31, 2022, one customer represented 24% of total accounts receivable. Accounts Receivable Accounts receivable represent net realizable amounts due from customers for subscription to the Company’s cloud-based software platform and for professional services provided by the Company. Such amounts are recorded net of allowances for bad debts. The Company’s estimates of allowances for bad debts are based on contractual terms and historical collection experience. As of January 31, 2023 and 2022, the Company’s accounts receivable consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accounts receivable, billed $ 22,296 $ 17,084 Accounts receivable, unbilled 7,458 30 Less: Allowance for doubtful accounts (145 ) (68 ) Accounts receivable, net $ 29,609 $ 17,046 The allowance for doubtful accounts reflects the Company’s estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Activity in the allowance for doubtful accounts for the Successor Period and the Predecessor year ended January 31, 2022, was as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 133 $ 51 Charged to cost and expenses 32 40 Write-offs and recoveries (20 ) (23 ) Balance at end of period $ 145 $ 68 Deferred Contract Acquisition Costs Contract acquisition costs are primarily related to sales A summary of deferred contract acquisition costs activity for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, is as follows (in thousands): Successor Deferred contract acquisition costs - August 4, 2022 $ 12,091 Capitalization of contract acquisition costs 4,915 Amortization of deferred contract acquisition costs (3,799 ) Deferred contract acquisition costs - January 31, 2023 $ 13,207 Deferred contract acquisition costs, current $ 5,456 Deferred contract acquisition costs, net of current portion 7,751 Deferred contract acquisition costs - January 31, 2023 $ 13,207 Predecessor Deferred contract acquisition costs - January 31, 2021 $ 10,137 Capitalization of contract acquisition costs 7,327 Amortization of deferred contract acquisition costs (5,809 ) Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs, current $ 4,174 Deferred contract acquisition costs, net of current portion 7,481 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Capitalization of contract acquisition costs 3,574 Amortization of deferred contract acquisition costs (3,458 ) Deferred contract acquisition costs - August 3, 2022 $ 11,771 Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer hardware and purchase software 2 - 3 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of lease term or useful life Capitalized Software Costs The Company capitalizes internally developed software costs incurred in 350-40, Intangibles Goodwill and Other: Internal-Use preliminary project activities and post-implementation activities are Internal-use The Company’s capitalized software development costs were $0.3 million, $0.5 million, and $0.7 million for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively. Amortization expense, which is included in cost of revenue, was $0.02 million, $0.3 million, and $0.6 million, for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively. Future amortization expense for software development costs capitalized as of January 31, 2023, is as follows (in thousands): 2024 $ 93 2025 93 2026 67 Total $ 253 Transaction Fees All transaction fees and expenses associated with the Business Combination were expensed as incurred. Accordingly, the Company recorded approximately $1.2 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Consolidated Statement of Comprehensive Loss for the Successor Period. The Predecessor recorded approximately $3.2 million and $6.3 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Consolidated Statement of Comprehensive Loss for the Year to Date Predecessor Period and the year ended January 31, 2022, respectively. The Company paid a total of $8.5 million of banking and advisory fees on behalf of the Predecessor at the closing of the Business Combination. The expense related to these banking and advisor fees was not recognized in the Predecessor’s financial results as the payment of the banking and advisory fees was contingent on the successful closing of the Business Combination. The Company included the banking and advisory fees as part of the consideration transferred to acquire the Predecessor (see Note 5). Deferred Revenue Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding period is recorded as current deferred revenue, and the remaining portion is recorded as deferred revenue, net of current portion. Debt Issuance Costs Debt issuance costs consist of fees paid in cash to lenders and service providers in For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, deferred debt issuance costs consisted of the following (in thousands): Successor Deferred debt issuance costs - August 4, 2022 $ 120 Direct costs paid 31 Amortization of debt issuance costs (24 ) Deferred debt issuance costs - January 31, 2023 $ 127 Predecessor Deferred debt issuance costs - January 31, 2021 $ 1,425 Direct costs paid 35 Grant-date fair value of warrants issued 528 Amortization of debt issuance costs (361 ) Deferred debt issuance costs - January 31, 2022 $ 1,627 Deferred debt issuance costs - January 31, 2022 $ 1,627 Direct costs paid 118 Grant-date fair value of warrants issued 518 Amortization of debt issuance costs (378 ) Deferred debt issuance costs - August 3, 2022 $ 1,885 Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributabl

Revenue

Revenue	6 Months Ended
	Jan. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	3: Revenue Disaggregation of Revenue The table below provides revenue earned by line of service for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Line August 4, 2022 to February 1, 2022 to Year Ended Subscription revenue $ 31,679 $ 27,946 $ 45,117 Services revenue Breach 54,791 — — Other services 1,916 1,291 2,316 Total services revenue 56,707 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 The table below provides revenue earned based on geographic locations of our customers for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Country August 4, 2022 to February 1, 2022 to Year Ended United States $ 80,674 $ 21,916 $ 35,859 Other 7,712 7,321 11,574 Total $ 88,386 $ 29,237 $ 47,433 For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, no country other than the United States represented 10% or more of total consolidated revenue. Contract Assets and Liabilities The components of contract assets and liabilities consist of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Assets: Accounts receivable, net $ 29,609 $ 17,046 Deferred contract acquisition costs, current and non-current $ 13,207 $ 11,655 Liabilities: Deferred revenue, current and non-current $ 53,958 $ 38,831 The significant components of the changes in the contract liabilities balances are as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Revenue recognized that was included in the opening deferred revenue balance $ 31,406 $ 27,733 Remaining deferred revenue acquired in business acquisition $ 21,337 $ 256 Remaining Performance Obligations As of January 31, 2023, the Company had approximately $111.5 million of revenue that is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) under non-cancelable twelve twelve

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jan. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements	4: Fair Value Measurements The following table sets forth by level within the fair value hierarchy the assets (liabilities) carried at fair value (in thousands): Fair value measurements at January 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 557 $ — $ — $ 557 Total financial assets $ 557 $ — $ — $ 557 Liabilities: Public warrants $ (1,373 ) $ — $ — $ (1,373 ) Private warrants — (1,208 ) — (1,208 ) Sponsor earnout shares — — (2,445 ) (2,445 ) Total financial liabilities $ (1,373 ) $ (1,208 ) $ (2,445 ) $ (5,026 ) The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands): Fair value measurements at January 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Predecessor Warrants $ — $ — $ (10,709 ) $ (10,709 ) Total financial liabilities $ — $ — $ (10,709 ) $ (10,709 ) See Note 10 for a discussion of the fair value of debt. The assumptions used to value the warrants are described in Note 11. The assumptions used to value the Sponsor Earnout Shares are described in Note 12. The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments.

Acquisitions

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

Goodwill and Intangible Assets

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

Property and Equipment

Property and Equipment	6 Months Ended
	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Property and Equipment	7: Property and Equipment Property and equipment as of January 31, 2023 and 2022 consisted of the following (in thousands): Successor Predecessor January 31, January 31, Computer hardware and purchased software $ 907 $ 2,136 Furniture and fixtures 20 337 Leasehold improvements 114 243 Total property and equipment 1,041 2,716 Less: accumulated depreciation (370 ) (2,022 ) Property and equipment, net $ 671 $ 694 Depreciation and amortization expense for the Successor Period, the Year to Date Predecessor Period and the year ended January 31, 2022 was $0.4 million, $0.3 million, and $0.5 million, respectively. The table below provides the net values of property and equipment by geographic location as of January 31, 2023 and 2022 (in thousands): Successor Predecessor January 31, January 31, United States $ 473 $ 476 India 121 119 Chile 77 99 Property and equipment, net $ 671 $ 694

Leases

Leases	6 Months Ended
	Jan. 31, 2023
Lessee, Lease, Description [Line Items]
Leases	8: Leases The Company has operating leases for office facilities and office equipment. Our leases have remaining terms of less than one year to approximately three years, some of which include options to renew. Our total net cost for operating leases for the Successor Period and the Year to Date Predecessor Period was $1.6 million. Included in the measurement of the lease liability at January 31, 2023, is $1.6 million in cash payments for operating leases which were made during the Successor Period and the Year to Date Predecessor Period. Supplemental balance sheet information related to lease liabilities was as follows: (in thousands, except lease term and discount rate) January 31, Operating leases Operating ROU assets $ 720 Operating lease liabilities, current $ 406 Operating lease liabilities, net of current portion 427 Total operating lease liabilities $ 833 Weighted average remaining lease term 1.7 years Weighted average discount rate 4.8 % Maturities of operating lease liabilities at January 31, 2023 were as follows: (in thousands) Year ending January 31, 2024 $ 754 2025 538 2026 64 Total lease payments 1,356 Less: imputed interest (523 ) Total lease payments $ 833 Rent expense related to operating leases for office facilities was $0.9 million the year ending January 31, 2022.

Accrued Compensation, Accrued E

Accrued Compensation, Accrued Expenses, and Other Current Liabilities	6 Months Ended
	Jan. 31, 2023
Accrued Expense Details [Line Items]
Accrued Compensation, Accrued Expenses, and Other Current Liabilities	9: Accrued Compensation, Accrued Expenses, and Other Current Liabilities Accrued compensation, accrued expenses, and other current liabilities as of January 31, 2023 and 2022 consisted of the following (in thousands): Successor Predecessor January 31, January 31, Accrued employee compensation $ 1,098 $ 500 Accrued commissions 1,408 2,010 Accrued bonuses 3,893 1,366 Accrued payroll-related expenses 242 630 Other current liabilities 12,110 2,514 Total accrued compensation, accrued expenses, and other current liabilities $ 18,751 $ 7,020

Debt

Debt	6 Months Ended
	Jan. 31, 2023
Debt Instrument [Line Items]
Debt	10: Debt The tables below summarize key terms of the Company’s debt that was outstanding as of January 31, 2023 and the Predecessor’s debt as of January 31, 2022 (amounts in thousands, except for interest rates). Successor As of January 31, 2023 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 8.50% 8.50 % $ 15,000 $ — $ — $ — $ 15,000 InfoArmor 5.50% 5.50 % 2,344 — — — 2,344 Convertible notes 7.00% Cash / 8.75% PIK 8.53 % 156,564 — (127 ) — 156,437 $ 173,908 $ — $ (127 ) $ — $ 173,781 Current portion of long-term debt $ 15,938 Long-term debt 157,843 $ 173,781 Predecessor As of January 31, 2022 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 4.50 % 6.50 % $ 15,000 $ (96 ) $ (574 ) $ — $ 14,330 Orix Growth Capital, LLC 10.00 % 12.13 % 30,000 (349 ) (608 ) — 29,043 InfoArmor 5.50 % 5.50 % 3,281 — — (213 ) 3,068 PIPE Investors 5.00 % 5.00 % 5,032 — — — 5,032 $ 53,313 $ (445 ) $ (1,182 ) $ (213 ) $ 51,473 Current portion of long-term debt $ 5,970 Long-term debt 45,503 $ 51,473 Orix Note On January 7, 2021, the Predecessor entered into a loan and security agreement with Orix Growth Capital, LCC (Orix) for $30.0 million, which is subordinated to the Stifel loan and is collateralized by substantially all of the assets of the Company. In conjunction with the loan and security agreement, warrants were issued to Orix (see Note 11 for discussion of warrants). The loan and security agreement provided for an immediate advance, upon loan closing, of $20.0 million, which the Company drew in full. The remaining $10.0 million shall be made in no more than three disbursements in increments of at least $2.5 million any time after March 31, 2021 and before March 31, 2022, as selected by ZeroFox. Advances under the agreement pay cash interest monthly at 10.00% per annum. The loan matures and all unpaid principal and interest is due in full on January 7, 2026. The loan also carries an end of term clause equal to 3% of the total amount borrowed if repaid on or before January 7, 2023, or 2% if repaid thereafter and prior to the maturity date. On February 10, 2022, the Predecessor amended its loan and security agreement with Orix. From the amended loan and security agreement with Orix, in February 2022, the Predecessor borrowed $7.5 million, from which it received approximately $7.4 million of proceeds net of issuance cost of $0.1 million, and issued 161,112 warrants to purchase Series E redeemable convertible preferred stock at an exercise price of $1.86205. The cumulative outstanding principal of the loan was $37.5 million. In connection with the Business Combination, the Company repaid the amounts due to Orix in full totaling $38.7 million, including a prepayment penalty of $1.2 million. The Company recognized the prepayment penalty in interest expense, net on the Consolidated Statement of Comprehensive Loss in the Successor Period. The terms of the loan and security agreements with Orix included financial covenants whereby the Predecessor must be in compliance with the following: a) at any time, the ratio of Total Debt (as defined in the loan and security agreements) to Annual Recurring Revenue (“ARR”) (as defined in the loan and security agreements) shall not be more than 1.00:1.00, and b) the Predecessor shall maintain a minimum ARR, which increases over time, as defined in the loan and security agreements, measured as of the last day of each quarter. The Predecessor was in compliance with its financial covenants as of August 3, 2022. Bridge Notes In December of 2021, the Predecessor issued $5.0 million in bridge notes ($4.8 million of which were issued to related parties) to certain investors “PIPE Investors” in the potential PIPE (see Note 16). The bridge notes accrue interest at 5% per annum (computed on the basis of a 365-day paid-in-kind In connection with the Business Combination, the notes and accrued interest owed to PIPE Investors were settled. The interest accrued through the date of the Business Combination of $0.2 million was paid to the PIPE Investors note holders in cash. The principal value of the related notes owed by the Predecessor of $5.0 million was offset against obligations the note holders had with the Company as part of the PIPE Subscription Agreement. The Company included the $5.0 million as part of the purchase price paid to complete the ZF Merger (see Note 5). Stifel Note On January 7, 2021, the Predecessor entered into a loan and security agreement with Stifel Bank (“Stifel”) for $10.0 million, which is collateralized by substantially all of the assets of the Predecessor. In conjunction with the loan and security agreement, warrants were issued to Stifel (see Note 11 for 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 probability of occurrence for a non-credit The terms of the loan and security agreement Stifel include financial covenants whereby the Predecessor must be in compliance with the following: a) at any time, the ratio of Total Debt (as defined in the loan and security agreements) to Annual Recurring Revenue (“ARR”) (as defined in the loan and security agreements) shall not be more than 1.0:1.0, and b) the Predecessor shall maintain a minimum ARR, which increases over time, as defined in the loan and security agreements, measured as of the last day of each quarter. On December 8, 2021, the Predecessor amended its loan and security agreement with Stifel. The amendment reset the minimum ARR covenant for future periods and provided for an additional borrowing of $5.0 million, for which the Company borrowed $5.0 million in December 2021 and issued 161,113 warrants to purchase Series E redeemable convertible preferred stock at an exercise price of $1.86205. As of January 31, 2023, the outstanding principal of the loan includes $15.0 million of principal borrowed. In connection with the Business Combination, the Company amended its loan and security agreement with Stifel Bank. The amendment superseded the financial covenants with which the Company must be in compliance. The amended financial covenants include the following commitments: a) a balance of cash held at Stifel Bank in an amount equal to or greater than the amount of outstanding debt and b) minimum liquidity (as defined in the loan and security agreement). The Company was in compliance with its financial covenants as of January 31, 2023. In connection with the Business Combination, the Company recorded the debt outstanding with Stifel Bank at fair value. The Company determined the fair value of these notes to be the principal value and accrued interest outstanding at the date of the Business Combination The loan with Stifel Bank is secured by all assets of the Company. InfoArmor Note On June 7, 2021, the Predecessor issued a $3.8 million promissory note payable to InfoArmor, Inc. in connection with its acquisition of Vigilante. The promissory note accrues interest at 5.5% per annum (computed on the basis of a 365 day year). Principal and interest payments of $0.2 million are paid quarterly over the four-year term of the loan maturing on June 7, 2025. As of January 31, 2023, $0.9 million was recorded in current portion of long-term debt in the consolidated financial statements. In connection with the Business Combination, the Company recorded the debt outstanding with InfoArmor at fair value. The Company determined the fair value of these notes to be the principal value and accrued interest outstanding at the date of the Business Combination. The loan with InfoArmor is unsecured. Convertible Notes On August 3, 2022, the Company closed subscription agreements with certain purchasers to sell $150.0 million aggregate principal amount of unsecured convertible notes due 2025 (the Convertible Notes). In connection with the Business Combination, the Company completed the Convertible Notes financing of $150.0 million. The Convertible Notes include a cash interest option of 7% per annum, payable quarterly, and a payment-in-kind The Company may, at its election, force conversion of the Convertible Notes after the first anniversary of their issuance if the volume-weighted average trading price of the Company’s Common Stock is greater than or equal to 150% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days. After the second anniversary of their issuance this provision drops to greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading dates. In the event that a holder of the Convertible Notes elect to covert, the Company will be obligated to pay an amount equal to outstanding principal and interest (accrued and unpaid), at the initial conversion rate of 86.9565 shares of Common Stock per $1,000 of outstanding principal and accrued interest. Each holder of a Note will have the right to cause the Company to repurchase for cash all or a portion of the Convertible Notes held by such holder upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes), at a price equal to 100% of the principal plus accrued and unpaid interest, plus any remaining amounts that would be owed to, but excluding, the maturity date. In the event of a conversion in connection with a Fundamental Change, the conversion price will be adjusted in accordance with a Fundamental Change make-whole table. The Company analyzed the features of the make-whole table and concluded that it did not require bifurcation pursuant to ASC 815 as the variables that could affect the settlement amount would be inputs to a fixed-for-fixed At January 31, 2023, the net carrying amount of the Convertible Notes of $156.4 million (reflected as long term debt on the Consolidated Balance Sheet) compares to the fair value of $97.2 million. The fair value of the Convertible Notes is categorized as a Level 3 liability in the fair value hierarchy.

Warrants

Warrants	6 Months Ended
	Jan. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Warrants	11: Warrants ZeroFox Holdings, Inc. Public Warrants and Private Warrants At January 31, 2023, there were 8,625,000 Public Warrants and 7,588,430 Private Warrants outstanding. The Public Warrants became exercisable on September 2, 2022 which was 30 days after the completion of the Business Combination. The Public Warrants will expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. Redemption Features The Company may redeem the entirety of outstanding warrants (except as described with respect to the Private Warrants) at a price of $0.01 per warrant, with a minimum 30 days prior written notice of redemption, if the 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 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 the 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 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, the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Further, in accordance with FINRA Rule 5110(g)(8)(A), the Private Warrants purchased by one of the initial purchasers will not be exercisable for more than five years from the effective date of the registration statement filed in connection with the Company’s Initial Public Offering for so long as they are held by such initial purchaser. Fair Value of ZeroFox Holdings, Inc. Public Warrants and Private Warrants The Company analyzed the rights and features of the Public Warrants and Private Warrants to determine the appropriate fair value estimation approach. Both the public and private warrants give the holder the option to purchase one share of Company Common Stock at a strike price of $11.50. The Company’s Public Warrants are traded on NASDAQ under the ticker “ZFOXW” providing an observable price for the warrants. Accordingly, the Company uses the closing price of the Public Warrants on the balance sheet date as an indicator of their fair value. Although the Private Warrants are not subject to the same early redemption feature as the Public Warrants and are not publicly traded, the Private Warrants are subject to the same make-whole provisions as the Public Warrants if not held by the initial purchaser or permitted transferee and as such, are considered economically similar to the Public Warrants. As such, the Company uses the same indicator of fair value as the Public Warrants for the Private Warrants. The closing price for the Company’s Public Warrants as of August 3, 2022, was $0.49 per warrant, resulting in an initial fair value of $4.2 million and $3.7 million for the Public Warrants and Private Warrants, respectively. The public closing price for the Company’s Public Warrants as of January 31, 2023, was $0.16 per warrant, resulting in a fair value of $1.4 million and $1.2 million for the Public Warrants and Private Warrants, respectively. The Company recorded the change in the fair value of both the Public Warrants and Private warrants to change in fair value of warrant liability on the Consolidated Statement of Comprehensive Loss. Predecessor Warrants In conjunction with the SLWF II loan issued on June 1, 2017, SLWF II received a warrant to purchase 1,924,790 shares of common stock. The warrant expires on June 1, 2027. The warrant is exercisable at an exercise price of the lesser of (i) $0.20 or (ii) the lowest value of a share of the Predecessor’s common stock as determined by any future Section 409(A) valuation. The warrant contains a provision stating that if a Qualified Financing (as defined in the warrant agreement) occurs, the holder may elect to convert the warrant into a warrant to purchase the Future Round Securities issued in the Qualified Financing. As of the date the financial statements were available to be issued, this provision had not been executed. In conjunction with the Hercules loan issued on June 26, 2019, Hercules is entitled to receive an aggregate number of Preferred Stock warrants equal to 4.00% of the applicable term advance divided by either (i) the “Next Round” preferred stock price, if completed by July 31, 2020 or (ii) the C-1 C-1 C-1 In conjunction with the Stifel loan issued on January 7, 2021, Stifel received a warrant to purchase 107,408 shares of Series E preferred stock for an exercise price of $1.86 per share. The Series E preferred warrant expires on January 7, 2031. In connection with the Stifel amendment on December 8, 2021, Stifel received a warrant to purchase 161,113 shares of Series E preferred stock for an exercise price of $1.86 per share. The Series E preferred warrant expires on December 8, 2031. The fair value of the Series E preferred warrants was $0.9 million as of January 31, 2022. In conjunction with the Orix loan issued on January 7, 2021, Orix received warrant The exercise prices for the Series E preferred warrants are subject to anti-dilution adjustments in certain circumstances, including upon certain issuances of capital stock. Warrants to purchase 124,903 shares of Series A preferred stock and warrants to purchase 146,341 shares of Series B preferred stock were outstanding at January 31, 2022 and 2021. The Series A preferred warrant expires on May 22, 2025, and the Series B preferred warrant expires on September 1, 2026. The fair values of the Predecessor’s warrants issued before July 8, 2021 are determined using the Black-Scholes model. After July 8, 2021, as a result of the potential merger with a SPAC, the Predecessor began utilizing a Probability-Weighted Expected Return Method (“PWERM”) to determine the fair value of the Company’s warrants issued. The Predecessor utilized a PWERM relying on (1) a Black-Scholes-Merton model to value a continued operations scenario where the Predecessor remained a private entity (the “Stay Private Scenario”) and (2) a transaction scenario that reflected the merger with a SPAC (the “Transaction Scenario”). In February 2022, along with the amendment to the loan and security agreement with Orix, the Predecessor issued 161,112 warrants to purchase Predecessor Series E redeemable convertible preferred stock at an exercise price of $1.86205. On July 28, 2022, the holder of Series C-1 C-1 On July 29, 2022, a holder of Series E warrants exercised its right to purchase Predecessor redeemable convertible preferred shares. The holder elected to net exercise its warrants resulting in the issuance of 539,576 shares of Predecessor Series E redeemable convertible preferred shares. Upon completion of the Business Combination, the outstanding Predecessor Warrants were assumed by the Company and converted into warrants to purchase Company Common Stock using the Exchange Ratio (see Note 5). The exercise price of each Predecessor Warrant was similarly adjusted using the Exchange Ratio. Details of the Predecessor Warrants are as follows: Underlying Predecessor Security Predecessor Converted to As Shares of Series A 124,903 71,514 $ 2.24 66,068 Series B 146,341 83,788 $ 2.87 75,585 Common 1,924,790 551,022 $ 0.70 524,236 Series E 268,521 153,741 $ 6.50 119,018 860,065 784,907 On August 5, 2022, and August 8, 2022, holders of Predecessor Warrants elected to exercise their warrants on a net basis. The Company applied the treasury stock method to the net exercise. The net exercise resulted in the Company issuing 784,907 shares of Company Common Stock for the Predecessor Warrants. As of January 31, 2023, all Predecessor Warrants have been exercised. Fair Value of Predecessor Warrants The initial fair values of the Predecessor Warrants were determined using a Black-Scholes model At Issuance Assumptions Series E Warrants Series C-1 Common Series B Warrants Series A Initial Valuation Date: February 10, 2022, June 26, 2019 June 1, 2017 September 1, 2016 May 22, 2015 Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Expected term of the warrant (in years) 10.0 10.0 10.0 10.0 10.0 Price of the underlying share - stay private $ 2.20 - $3.79 $ 1.25 $ 0.20 $ 0.82 $ 0.74 Volatility 36.38% - 40.64% 51.90 % 60.00 % 60.41 % 66.74 % Risk-free rate 0.87% - 2.03% 2.05 % 2.21 % 1.57 % 2.21 % As a result of the potential Business Combination (see Note 5), the Predecessor began utilizing a Probability-Weighted Expected Return Method (“PWERM”) to determine the fair value of the Predecessor Warrants. The Predecessor utilized a PWERM relying on (1) a Black-Scholes model to value continued operations scenario where the Predecessor remained a private entity and (2) a transaction scenario that reflected the Business Combination. The assumptions used in estimating the fair values of the Predecessor Warrants as of January 31, 2022, the final balance sheet presented that utilized the Predecessor’s PWERM method, are as follows: January 31, 2022 Assumptions Series E Series C-1 Common Series B Series A Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Price of the underlying share - stay private $ 2.94 $ 2.76 $ 1.85 $ 3.70 $ 3.70 Volatility 36.71 % 36.95 % 38.11 % 39.30 % 44.69 % Risk-free rate 1.78 % 1.77 % 1.64 % 1.57 % 1.42 % Price of the underlying share after conversion $ 5.64 $ 5.64 $ 2.82 $ 5.64 $ 5.64 Expected term of the warrant (in years) 0.4 - 9.9 0.4 - 8.2 0.4 - 5.3 0.4 - 4.6 0.4 - 3.3 Fair value $ 3.20 $ 3.71 $ 2.21 $ 4.05 $ 4.21 Number of warrants 912,972 648,350 1,924,790 146,341 124,903 Liability (in thousands) $ 2,922 $ 2,408 $ 4,260 $ 593 $ 526 Upon completion of the Business Combination, the outstanding Predecessor Warrants were assumed by the Company and converted into warrants to purchase Common Stock of the Company. For the purposes of estimating the fair value of the Predecessor Warrants, the Company estimated the fair value of each warrant as the closing price per share of the Company’s Common Stock (ZFOX) on August 3, 2022, less the exercise price per warrant. The table below illustrates the fair value estimate for each set of Predecessor Warrants: Underlying Predecessor Security As Converted to Estimated Aggregate Series A $ 2.24 71,514 $ 8.71 $ 623 Series B $ 2.87 83,788 $ 8.08 677 Common $ 0.70 551,022 $ 10.25 5,648 Series E $ 6.50 153,741 $ 4.45 684 860,065 $ 7,632 The fair value of the Predecessor Warrants was recognized as a liability at fair value as part of the accounting for the ZF Merger (see Note 5).

Sponsor Earnout Shares

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

Common Stock, Redeemable Conver

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)	6 Months Ended
	Jan. 31, 2023
Class of Stock [Line Items]
Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)	13: Common Stock, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) The authorized capital stock of the Company consists of 1,100,000,000 shares of stock, $0.0001 par value per share, of which 1,000,000,000 shares are designated as Common Stock and 100,000,000 shares are designated as Preferred Stock. Common Stock The Company has issued and outstanding 118,190,135 shares of Common Stock as of January 31, 2023. Holders of Common Stock are entitled to one vote for each share. Dividend Rights Subject to the preferences that may apply to any shares of the Company’s preferred stock outstanding at the time, the holders of Common Stock will be entitled to receive dividends, out of funds legally available for the payment of dividends, if the Board of Directors, in its discretion, authorizes the issuance of dividends. The Company’s Board of Directors has not declared any dividends related to Company Common Stock as of January 31, 2023, and through the date these financial statements were available to be issued. Right to Receive Liquidation Distributions If the Company becomes subject to a liquidation, dissolution, or winding-up, Preferred Stock The Board of Directors of the Company has not issued any classes or series of preferred stock as of January 31, 2023, and through the date these financial statements were available to be issued. The Board of Directors of the Company is authorized, subject to limitations prescribed by law, to issue preferred stock in one or more series, to establish the number of shares to be included in each series, and to fix the designation, powers, preferences, voting power, and conversion rights of the shares of each series without further vote or action by the Company’s stockholders. The Board of Directors is empowered to increase or decrease the number of shares of any series of the Company’s Preferred Stock, but not below the number of shares of that series then outstanding, without any further vote or action by the Company’s stockholders. The Predecessor’s capital structure includes the following classes of securities: Predecessor Common Stock The Predecessor’s common stock contains the following rights: Liquidation Rights Dividends and Voting Rights Predecessor Redeemable Convertible Preferred Stock The Company’s redeemable convertible preferred stock consists of (in thousands, except share data): Predecessor February 1, 2022 to Year Ended Shares Issued and Amount Shares Issued and Amount Convertible preferred stock—Series E, $0.00001 par value—authorized 19,033,653 shares; (liquidation preference $28,354,249) 15,767,013 $ 36,291 15,227,437 $ 33,248 Convertible preferred stock—Series D, $0.00001 par value—authorized 14,833,942 shares; (liquidation preference $21,222,496) 13,871,547 21,067 13,871,547 21,067 Convertible preferred stock—Series D-2, 993,868 1,451 993,868 1,451 Convertible preferred stock—Series D-1, 5,878,303 8,171 5,878,303 8,171 Convertible preferred stock—Series C-1, 11,882,605 16,836 11,376,115 13,979 Convertible preferred stock—Series C, $0.00001 par value—authorized 21,124,700 shares (liquidation preference $19,999,999) 21,124,699 19,899 21,124,699 19,899 Convertible preferred stock—Series B, $0.00001 par value—authorized 26,914,949 shares (liquidation preference $22,124,088) 26,914,949 22,047 26,914,949 22,047 Convertible preferred stock—Series A, $0.00001 par value—authorized 16,122,188 shares (liquidation preference $10,246,261) 15,997,285 10,159 15,997,285 10,159 Convertible preferred stock—Series seed, $0.00001 par value—authorized 9,198,372 shares (liquidation preference $2,285,795) 9,198,372 2,208 9,198,372 2,208 121,628,641 $ 138,129 120,582,575 $ 132,229 Predecessor Redeemable convertible preferred stock — Series E Predecessor Redeemable convertible preferred stock Series D, Series D-1, D-2 below, is equal to the issuance costs. Such difference is not being accreted as Series D is not mandatorily The sale of Series D on December 20, 2019 triggered the automatic redemption of the convertible notes. The outstanding principal and accrued interest on the notes payable of $8.6 million was redeemed for 5,878,303 shares of Series D-1 D-2 Series D-1 D-2 D-1 D-2 Predecessor Redeemable convertible preferred stock Series C-1 C-1 C-1”) C-1 C-1, C-1 Predecessor Redeemable convertible preferred stock — Series C Predecessor Redeemable convertible preferred stock Series B The sale of Series B on November 20, 2015, triggered the redemption of outstanding convertible notes payable held by several strategic investors of the Predecessor. The outstanding principal and accrued interest on the notes payable totaled $1.3 million, which was converted into 1,738,553 shares of Series B, with a value of $1.4 million. The difference of $0.1 million represents, on average, a 6.2% discount on the selling price of Series B as required under the provisions of the convertible notes payable. The value of the discount was recognized on the date of the conversion. Predecessor Redeemable convertible preferred stock Series A Predecessor Series E, Series D-2, D-1, C-1, (collectively the “Series Preferred”) contain the following rights: Conversion and Redemption Provisions Predecessor Common Stock to the public at a price of at least five (5) times the Predecessor Series D Original Issue Price (defined D-1 D-2. Predecessor Preferred Stock Series Original Issue Date Effective Date of Original Conversion Conversion Series A April 14, 2014 November 20, 2015 $ 0.640 $ 0.320 2.0 Series B November 20, 2015 November 20, 2015 $ 0.822 $ 0.411 2.0 Series C April 26, 2017 April 26, 2017 $ 0.947 $ 0.473 2.0 Series C-1 May 31, 2018 May 31, 2018 $ 1.234 $ 0.617 2.0 Series D December 20, 2019 December 20, 2019 $ 1.530 $ 0.765 2.0 Series D-1 December 20, 2019 December 20, 2019 $ 1.224 $ 0.612 2.0 Series D-2 December 20, 2019 December 20, 2019 $ 1.377 $ 0.688 2.0 Series E September 30, 2020 September 30, 2020 $ 1.862 $ 0.931 2.0 The Series Preferred is not mandatorily redeemable. The Series Preferred is contingently redeemable upon the occurrence of a deemed liquidation event and a majority vote of the holders of Series Preferred and Series Seed to redeem all outstanding shares of the Predecessor’s redeemable convertible preferred stock. The contingent redemption upon the occurrence of a deemed liquidation is not within the Predecessor’s control and therefore the Series Preferred is classified outside of permanent equity in mezzanine equity on the Predecessor’s Consolidated Balance Sheet. Liquidation Rights — Dividends — as-if-converted Voting Rights Predecessor Redeemable convertible preferred stock — Series Seed costs of $0.1 million. One of the investors who purchased Series Seed on June 21, 2013, also received a warrant, at no additional cost, to acquire an additional 115,000 shares of Series Seed at $0.01 per share. The cash proceeds received on the initial sale of Series Seed were first allocated to the fair value of the warrant issued and recorded as a warrant liability in the amount of $0.03 million, with the remainder of the cash proceeds, totaling $1.9 million, allocated to the carrying value of Series Seed. The sale of Series Seed on June 21, 2013, triggered the redemption of outstanding convertible notes payable held by early investors in the Predecessor. The outstanding principal and accrued interest on the notes payable totaled $0.3 million, which was converted into 1,437,501 shares of Series Seed, with a value of $0.4 million. The difference of $0.1 million represents a 20% discount on the selling price of Series Seed as required under the provisions of the notes payable. The value of the discount was recognized on the date of conversion. On June 26, 2013, the warrant issued on June 21, 2013 was exercised. At exercise, the Predecessor issued 115,000 shares of Series Seed and recognized the value of Series Seed equal to the cash proceeds from the exercise of $1,150, plus the fair value of the warrant as recognized on issuance of $0.03 million, for a total of $0.03 million. The difference between the carrying value of Series Seed and the liquidation preference of Series Seed, as defined below, is equal to the issuance costs, plus the fair value of the warrant on the date of grant. Such difference is not being accreted as Series Seed is not mandatorily redeemable, and the Predecessor did not believe that a deemed liquidation event was probable of occurring. Predecessor Series Seed contains the following rights: Conversion and Redemption Provisions D-1 D-2. Predecessor Preferred Stock Series Original Issue Date Effective Date of Original Conversion Conversion Seed Series June 21, 2013 June 21, 2013 $ 0.249 $ 0.249 1.0 Seed Series November 20, 2015 November 20, 2015 $ 0.249 $ 0.124 2.0 The Series Seed is not mandatorily redeemable. The Series Seed is contingently redeemable upon the occurrence of a deemed liquidation event and a majority vote of the holders of Series Preferred and Series Seed to redeem all outstanding shares of the Predecessor’s redeemable convertible preferred stock. The contingent redemption upon the occurrence of a deemed liquidation is not within the Predecessor’s control and therefore the Series Seed is classified outside of permanent equity in mezzanine equity on the Predecessor’s Consolidated Balance sheet. Liquidation Rights C-1, D-1 D-2, Dividends and Voting Rights as-if-converted The Company’s and Predecessor’s common stock reserved for future issuance is as follows: Successor Predecessor January 31, January 31, Series Seed redeemable convertible preferred stock — 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 Series C-1 — 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 Series D-1 — 11,756,606 Series D-2 — 1,987,736 Series E redeemable convertible preferred stock — 30,454,874 Common stock warrants 16,213,430 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 Series B redeemable convertible preferred stock warrants — 292,682 Series C-1 — 1,296,700 Series E redeemable convertible preferred stock warrants — 1,825,944 Stock options issued and outstanding 7,869,050 21,715,815 Restricted stock units issued and outstanding 2,802,426 — Sponsor earn-out 1,293,750 — Shares available for future grant under the 2022 plan 15,829,510 — Shares available for future grant under the 2013 plan — 1,193,436 44,008,166 269,664,323

Stock-Based Compensation

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

Income Taxes

Income Taxes	6 Months Ended
	Jan. 31, 2023
Income Tax Disclosure [Line Items]
Income Taxes	15: Income Taxes U.S. and foreign components of the loss before income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, February 1, Year Ended U.S. loss $ (734,326 ) $ (19,370 ) $ (40,031 ) Foreign income (loss) 3,157 (1,924 ) 1,056 Total loss before income taxes $ (731,169 ) $ (21,294 ) $ (38,975 ) The provision for consolidated income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, February 1, Year Ended Current tax expense Federal $ — $ — $ — Foreign 177 106 100 State and local 292 5 — 469 111 100 Deferred tax expense Federal (9,360 ) (2,780 ) (5,387 ) Foreign — — — State and local (2,281 ) (911 ) (299 ) (11,641 ) (3,691 ) (5,686 ) Less: change in valuation allowance 650 3,691 5,050 Net income tax (benefit) expense $ (10,522 ) $ 111 $ (536 ) The reported income tax provision differs from the amount computed by applying the statutory U.S. federal income tax rate to the loss before income taxes due to nondeductible expenses, such as the goodwill impairment, and the impact of state taxes, as well as the change in the valuation allowance. A reconciliation of the statutory US income tax rate to the effective income tax rate for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows: Successor Predecessor August 4, February 1, Year Ended U.S. statutory rate 21.00 % 21.00 % 21.00 % State taxes 0.21 3.35 0.77 Goodwill impairment (20.07 ) — — Transaction costs — (3.23 ) — Fair value adjustments — (2.03 ) — Other permanent differences 0.41 (1.05 ) (6.61 ) Changes in valuation allowance (0.09 ) (17.32 ) (12.96 ) Other (0.02 ) (1.24 ) (0.83 ) Net income tax expense 1.44 % -0.52 % 1.37 % Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for income tax reporting and consolidated financial statement purposes. Deferred income taxes as of January 31, 2023, and 2022 consisted of the following (in thousands): Successor Predecessor January 31, January 31, Deferred tax assets: Net operating losses - federal and state $ 36,057 $ 31,697 Research and development expenditures 4,793 — Deferred revenue 3,019 2,273 Interest expense 2,544 — Accruals 1,240 856 Stock-based compensation 574 66 Other 308 — Lease liability 204 — Depreciation and amortization 112 546 Allowance for doubtful accounts 35 17 Charitable contributions 3 3 Total deferred tax assets before valuation allowance 48,889 35,458 Valuation allowance (5,720 ) (32,063 ) Total deferred tax assets 43,169 3,395 Deferred tax liabilities: Intangible assets (61,109 ) — Contract acquisition costs (3,256 ) (2,854 ) Goodwill (258 ) (541 ) Right-of-use (177 ) — Other (7 ) — Total deferred tax liabilities (64,807 ) (3,395 ) Net deferred tax liability $ (21,638 ) $ — The net deferred tax liability presented on the Successor’s balance sheet at January 31, 2023 includes liabilities for uncertain tax positions of $0.9 million. The Company recognizes the tax benefit of a position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not The change in gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows (in thousands): Successor Predecessor January 31, January 31, Balance at beginning of period $ — $ — Business acquisition 838 — Balance at end of period $ 838 $ — The Company has established a valuation allowance to offset the portion of its deferred tax assets that will reverse subsequent to the reversal of the Company’s deferred tax liabilities, and certain net operating loss (“NOL”) carryforwards that have separate return limitations. The Company increased the valuation allowance in the current year by $0.7 million. The Company will continue to evaluate the realizability of its deferred tax assets. The following table provides a rollforward of the Company’s valuation allowance for its deferred tax assets (in thousands): Successor Predecessor January 31, January 31, Balance at beginning of period $ 5,070 $ 27,013 Increases to allowance 650 5,050 Balance at end of period $ 5,720 $ 32,063 The Company had NOL carryforwards available to offset future federal and state taxable income of approximately $145.6 million and $79.6 million, respectively, as of January 31, 2023. $49.6 million of the federal NOL carryforwards are subject to expiration between tax years 2033 and 2037. $49.5 million of the state NOL carryforwards are subject to expiration in varying amounts beginning tax year 2023. The remaining federal and state NOL carryforwards have no expiration. The NOL carryforwards are subject to an annual limitation under Section 382. The Section 382 limitation will not affect our ability to realize the NOL carryforwards provided we have sufficient taxable income, subject to the annual limitation. The Company’s federal income tax returns for fiscal year 2019 through fiscal year 2022 2018 through fiscal year 2022

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jan. 31, 2023
Related Party Transaction [Line Items]
Related Party Transactions	16: Related Party Transactions Baltimore Headquarters Lease The Company leases office space in Baltimore, Maryland. The lessor is owned and operated by the Company’s chief executive officer. The Company incurred rent expense of $0.2 million during the Successor Period and the Predecessor incurred rent expense of $0.2 million during the Year to Date Predecessor Period. The Company capitalized $0.1 million leasehold improvements during the Successor Period. As of January 31, 2023, the Company had leasehold improvements of $0.1 million, net of accumulated depreciation of $0.1 million. As of January 31, 2022, the Predecessor had leasehold improvements of $0.2 million, net of accumulated depreciation of $0.2 million. As of January 31, 2023, and January 31, 2022, the Company and the Predecessor, respectively, did not have any prepaid rent. The lessor holds a $0.1 million security deposit that is refundable at the end of the lease term. Cyveillance Acquisition Sublease and Transition Support Agreement As part of the consideration for the Cyveillance Acquisition, the Predecessor issued Predecessor Series E redeemable convertible preferred stock to LookingGlass. As a result, LookingGlass is a related party of the Predecessor. Through the conversion of Predecessor stock to Common Stock of the Company as part of the Business Combination, LookingGlass is a related party of the Company. Effective September 30, 2020, as part of the Cyveillance Acquisition, the Predecessor entered into a sublease agreement with LookingGlass for office space in Reston, Virginia. The Predecessor incurred rent expense of $0.2 million and $0.3 million for the Year to Date Successor Period and the year ended January 31, 2022, respectively. The initial term of the sublease ended on July 31, 2022, and the Predecessor elected not to renew. The Predecessor and LookingGlass also entered into a transition support agreement. The Predecessor incurred no expense and $0.2 million of expense for the six months ended July 31, 2022, and the year ended January 31, 2022, respectively. The related party transactions have concluded as of July 31, 2022. PIPE Investors Notes The Predecessor accrued $0.2 million of payment-in-kind

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jan. 31, 2023
Commitments and Contingencies Disclosure [Line Items]
Commitments and Contingencies	17: Commitments and Contingencies Sales and Other Taxes The Company’s cloud solutions and services are subject to sales and other taxes in certain 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 jurisdictions. As of January 31, 2023, the Company recorded an accrual of $1.5 million for IDX sales and use taxes that were not remitted prior to January 31, 2022. Employee Benefit Plan The Predecessor’s 401(k) plan (the “Predecessor’s 401(k) Plan”) was established in 2014 to tax-deferred The Company maintains a separate defined contribution 401(k) plan, whereby legacy IDX employees meeting certain requirements are eligible to participate. For additional information, refer to Note 13 of the IDX financial statements included in this prospectus General Litigation In the ordinary course of business, the Company is involved in various disputes. In the opinion of management, the amount of liability, if any, resulting from the final resolution of these matters will not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. The Company was not involved in any pending litigation as of January 31, 2023. Warranties and Indemnification The Company’s enterprise cloud platform is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its services infringe a third-party’s intellectual property rights. To date, the Company has not incurred any material costs because of such obligations and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Purchase Commitments The Company has a non-cancelable

Net Loss per Share Attributable

Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share	6 Months Ended
	Jan. 31, 2023
Earnings (Loss) per Share [Line Items]
Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share	18: Net Loss per Share Attributable to Common Stockholders The Company follows the two-class non- two-class Under the two-class Diluted net income per share of common stock is computed under the two-class Due to net losses for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, basic and diluted net loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive to the calculation of net loss per share. The following table sets forth computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Successor Predecessor August 3, 2022 February 1, Year Ended Numerator: Net loss $ (720,647 ) $ (21,405 ) $ (38,439 ) Net loss per share attributable to common stockholders $ (720,647 ) $ (21,405 ) $ (38,439 ) Denominator: Weighted-average common stock outstanding 116,862,277 43,041,209 42,073,351 Net loss per share attributable to common stockholders - basic and diluted $ (6.17 ) $ (0.50 ) $ (0.91 ) The following potentially dilutive securities were not included in the calculation of weighted average common shares outstanding, as their effects would have been anti-dilutive for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022. Successor Predecessor August 4, February 1, Year Ended Preferred stock (on an as-converted Series Seed redeemable convertible preferred stock — 18,396,744 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 42,249,398 Series C-1 — 22,790,767 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 27,743,094 Series D-1 — 11,756,606 11,756,606 Series D-2 — 1,987,736 1,987,736 Series E redeemable convertible preferred stock — 30,490,064 29,473,913 Total common stock reserved — 241,238,877 240,184,189 Common stock Restricted common stock — — 158,773 Sponsor earn-out 1,293,750 — — Total common stock 1,293,750 — 158,773 Successor Predecessor August 4, February 1, Year Ended Warrants Common stock warrants 16,220,756 1,924,790 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 249,806 Series B redeemable convertible preferred stock warrants — 292,682 292,682 Series C-1 — 1,247,369 1,296,700 Series E redeemable convertible preferred stock warrants — 2,079,870 1,552,273 Total warrants 16,220,756 5,794,517 5,316,251 Options to purchase common stock Issued and outstanding 7,926,307 22,178,814 20,695,388 Restricted stock units Issued and outstanding 747,405 — —

Subsequent Events

Subsequent Events	6 Months Ended
	Jan. 31, 2023
Subsequent Event [Line Items]
Subsequent Events	19: Subsequent Events On January 26, 2023, the Company entered into an agreement to lease 15,023 square feet of a building to be used for general office space in Portland, Oregon. As of the date the consolidated financial statements were available to be issued, in accordance with the lease agreement the Company has not made any rental payments, taken possession of the premise, or been given the right to control the premise. The lease agreement provides that the Company will pay approximately $1.7 million in total base rate during the three-year term of the lease, in addition to payments for operating expenses.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jan. 31, 2023
Accounting Policies [Line Items]
Basis of Presentation	Basis of Presentation As result of the Business Combination, the Company evaluated if L&F, ZeroFox, or IDX is the predecessor for accounting purposes. The Company considered the application of Rule 405 of Regulation C, the interpretative guidance of the staff of the United States Securities and Exchange Commission (SEC), including factors for the Registrant to consider in determining the predecessor, and analyzed the following: (1) the order in which the entities were acquired, (2) the size of the entities, (3) the fair value of the entities, (4) the historical and ongoing management structure, and (5) how management discusses the Company’s business in our Form 10-Q 10-K The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) as set forth by the Financial Accounting Standards Board (FASB). References to US GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codifications (ASC).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” (EGC) as defined in the Jumpstart Our Business Startups Act, (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities within these consolidated financial statements. Significant estimates and judgments include but are not limited to: (1) revenue recognition, (2) capitalization of internally developed software costs, (3) fair value of stock-based compensation, (4) valuation of assets acquired and liabilities assumed in business combinations, (5) useful lives of contract acquisition costs and intangible assets, (6) evaluation of goodwill and long lived assets for impairment, (7) valuation of warrants and the Sponsor Earnout Shares (see Note 12), and (8) valuation allowances associated with deferred tax assets. The Company bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from results of prior periods.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of business checking accounts and money
Restricted Cash	Restricted Cash Cash that is unavailable for general operating purposes is classified as restricted cash and
Accounts Receivable	Accounts Receivable Accounts receivable represent net realizable amounts due from customers for subscription to the Company’s cloud-based software platform and for professional services provided by the Company. Such amounts are recorded net of allowances for bad debts. The Company’s estimates of allowances for bad debts are based on contractual terms and historical collection experience. As of January 31, 2023 and 2022, the Company’s accounts receivable consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accounts receivable, billed $ 22,296 $ 17,084 Accounts receivable, unbilled 7,458 30 Less: Allowance for doubtful accounts (145 ) (68 ) Accounts receivable, net $ 29,609 $ 17,046 The allowance for doubtful accounts reflects the Company’s estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Activity in the allowance for doubtful accounts for the Successor Period and the Predecessor year ended January 31, 2022, was as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 133 $ 51 Charged to cost and expenses 32 40 Write-offs and recoveries (20 ) (23 ) Balance at end of period $ 145 $ 68
Deferred Contract Acquisition Costs	Deferred Contract Acquisition Costs Contract acquisition costs are primarily related to sales A summary of deferred contract acquisition costs activity for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, is as follows (in thousands): Successor Deferred contract acquisition costs - August 4, 2022 $ 12,091 Capitalization of contract acquisition costs 4,915 Amortization of deferred contract acquisition costs (3,799 ) Deferred contract acquisition costs - January 31, 2023 $ 13,207 Deferred contract acquisition costs, current $ 5,456 Deferred contract acquisition costs, net of current portion 7,751 Deferred contract acquisition costs - January 31, 2023 $ 13,207 Predecessor Deferred contract acquisition costs - January 31, 2021 $ 10,137 Capitalization of contract acquisition costs 7,327 Amortization of deferred contract acquisition costs (5,809 ) Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs, current $ 4,174 Deferred contract acquisition costs, net of current portion 7,481 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Capitalization of contract acquisition costs 3,574 Amortization of deferred contract acquisition costs (3,458 ) Deferred contract acquisition costs - August 3, 2022 $ 11,771
Revenue Recognition	Revenue Recognition The Company derives its revenue from providing its customers with subscription access to the Company’s External Cybersecurity Platform (subscription revenue) and services (services revenue). In accordance with ASC 606, Revenue from Contracts with Customers a) Identify Contracts with Customers. b) Identify the Performance Obligations in the Contract. c) Determine the Transaction Price. d) A llocate the Transaction Price to Performance Obligations in the Contract. e) Recognize Revenue When or As Performance Obligations are Satisfied. Subscription Revenue The Company generates subscription revenue from its External Cybersecurity Platform. Subscription revenue from the External Cybersecurity Platform includes the sale of subscriptions to access the platform and related support and intelligence services. Subscription revenue is driven by the number of assets protected and the desired level of service. These arrangements do not provide the customer with the right to take possession of the Company’s software operating on its cloud platform at any time. These arrangements represent a combined, stand-ready performance obligation to provide access to the software together with related support and intelligence services. Customers are granted continuous access to the External Cybersecurity Platform over the contractual period. Revenue is recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. The Company’s subscription contracts generally have terms of one 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 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 Government Contracts The Company evaluates arrangements with governmental entities containing fiscal funding or termination for convenience provisions, when such provisions are required by law, to determine the probability of possible cancellation. The Company considers multiple factors, including the history with the customer in similar transactions and budgeting and approval processes undertaken by the governmental entity. If the Company determines upon execution of these arrangements that the likelihood of cancellation is remote, it then recognizes revenue for such arrangements once all relevant criteria have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity for such arrangements. Timing of Revenue Recognition The table below provides revenue earned by timing of revenue for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Recognition Timing August 4, 2022 to February 1, 2022 to Year Ended Over time $ 79,025 $ 27,946 $ 45,117 Point in time 9,361 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433
Cost of Revenue	Cost of Revenue Cost of revenue consists primarily of wages and benefits for software operations, service delivery, and customer support personnel. Cost of revenue also includes all direct costs of maintenance and hosting, as well as the amortization of costs capitalized for the development of the Company’s enterprise cloud platform and acquired technology, and allocated overhead, primarily shared IT expenses.
Research and Development	Research and Development Research and development costs are expensed in the period incurred and
General and Administrative	General and Administrative General and administrative costs are expensed in the period incurred and consist primarily of salaries and other related costs, including stock-based compensation, for personnel in the Company’s executive and finance functions. General and administrative costs also include professional fees for legal, accounting, auditing, tax and consulting services; travel expenses; and facility-related expenses, which include costs for rent and maintenance of facilities and other operating costs.
Sales and Marketing	Sales and Marketing Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to advertising, product management, promotional materials, public relations, amortization of acquired customer relationships, other sales and marketing programs, and allocated overhead, primarily shared IT expenses.
Advertising	Advertising Advertising costs, which are expensed and included in sales and marketing expense in the period incurred were $0.4 million, $0.5 million, and $0.5 million during the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively.
Income Taxes	Income Taxes In accordance with ASC 740, Income Taxes, ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken, or expected to be taken, in a tax return, as well as guidance on derecognition, classification, interest, penalties, and consolidated financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company remains subject to examination by U.S. federal and various state tax authorities for the fiscal years 2019 through 2022. Under ASC 740, the Company determined that its income tax positions did meet the more-likely-than-not
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with , Compensation Stock Compensation No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting consequences, classification of Prior to the Company’s stock being publicly traded, the Company was required to estimate the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s Convertible Redeemable Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares.
Leases	Leases The Company adopted ASC Topic 842, Leases ” The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. For contracts with lease and non-lease non-lease right-of-use ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within our operating leases is generally not determinable and we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. The Company determines our incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of the lease. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of our leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain we will exercise that option. An option to terminate is considered in the determination of the lease term unless it is reasonably certain we will not exercise the option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.
Business Combinations	Business Combinations The Company accounted for the Business Combination using the acquisition method pursuant to ASC 805, Business Combinations considered the primary beneficiary of ZeroFox, Inc. as its ownership provides power to direct the activities that most significantly impact ZeroFox, Inc.’s performance and the Company has the obligation to absorb the losses and/or receive the benefits of ZeroFox, Inc., which potentially could be significant. Accordingly, the Company is both the legal and accounting acquirer of ZeroFox, Inc. The Company identified itself as both the legal and accounting acquirer of IDX. As the Company is identified as the accounting acquirer for both ZeroFox, Inc. and IDX, both mergers are considered “forward mergers”. Under the “forward merger” approach of the acquisition method of accounting, the Company allocated the consideration transferred to effect the mergers to the assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The Company recognized the excess of consideration transferred over the fair values of assets acquired and liabilities assumed as goodwill. The Company expensed all transaction related costs of the Business Combination. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of comprehensive loss. See Note 5 for additional information regarding business combination.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The valuation of intangible assets and goodwill involves the use of the Company’s estimates and assumptions and can have a significant impact on future operating results. The Company initially records its intangible assets at fair value. Intangible assets with finite lives are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually. Goodwill is evaluated for impairment beginning on November 1 of each year or when an assessment of qualitative factors indicates an impairment may have occurred. The quantitative assessment includes an analysis that compares the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The Company uses a combination of methods to estimate the fair value of its reporting unit including the discounted cash flow, guideline public company, and merger and acquisitions methods. These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies and merger transactions in the Company’s industry. Use of these factors requires the Company to make certain assumptions and estimates regarding industry economic factors and future profitability of its business. Additionally, the Company considers income tax effects from any tax-deductible 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 The Company considered qualitative factors that would indicate if the fair value of the Company’s single reporting unit had declined below its carrying value, including the decline in the price of the Company’s Common Stock, market conditions, and macroeconomic factors. Based on this qualitative analysis, the Company concluded that an interim test of goodwill impairment was required. The Company performed an interim quantitative assessment of the fair value of the Company’s single reporting unit and determined its fair value to be $675.0 million as of October 31, 2022. As the carrying value of the reporting unit was $1,373.7 million prior to the recognition of the impairment charge, which was above the estimated fair value of the reporting unit, the Company recorded a goodwill impairment charge $698.7 million during the Successor Period.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, including intangible assets with finite lives, are
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 Derivatives and Hedging 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 non-cash
Sponsor Earnout Shares	Sponsor Earnout Shares The Company analyzed the terms of the Sponsor Earnout Shares (see Note 12) and determined they are within the scope of ASC 815. The Company determined that the Sponsor Earnout Shares do not meet the requirements to be recognized as an equity instrument as the Company could not conclude the Sponsor Earnout Shares are indexed to the Company’s own equity. Therefore, the Company recognizes the Sponsor Earnout Shares as a liability recorded at fair value. The Sponsor Earnout Shares are not considered outstanding for accounting purposes since they are considered contingently issuable and are therefore, excluded from the calculation of basic earnings per share. The Company analyzed the terms of the Sponsor Earnout Shares to determine if they meet the definition of “participating securities”, which would require the two-class
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 820-10, Fair Value Measurements and Disclosures: Overall Level 1 Level 2 Level 3 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 As of January 31, 2023, and August 3, 2022, the Company had outstanding Public Warrants and Private Warrants. The Company measured its Public Warrants based on a Level 1 input, the public price for the Company’s warrants traded on NASDAQ (ticker ZFOXW). The Company measured its Private Warrants based on a Level 2 input, the same price for the Company’s Public Warrants traded on NASDAQ. The Company analyzed the terms and features of the Private Warrants and determined that they were economically similar to the Public Warrants. As of August 3, 2022, the Company had warrants outstanding that it had assumed from ZeroFox, Inc. as part of the Business Combination and converted into warrants to purchase Company Common Stock. The Company measured these assumed and converted warrants using a Level 2 input, the public price for the Company’s Common Stock traded on NASDAQ (ticker ZFOX), adjusted for the strike price of each assumed and converted warrant. As of January 31, 2022, the Predecessor measured its outstanding warrants based on Level 3 inputs. The assumptions used to value all warrants are described in Note 11. The Company measured the liability for Sponsor Earnout Shares using Level 3 inputs. The methodology and assumptions used to measure the Sponsor Earnout Shares are described in Note 12. A summary of the changes in the fair value of warrants for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Public Private Warrant liability - August 3, 2022 $ 4,226 $ 11,351 Exercise of warrants — (7,632 ) Gain due to change in fair value of warrants (2,853 ) (2,511 ) Warrant liability - January 31, 2023 $ 1,373 $ 1,208 Predecessor Warrant liability - January 31, 2021 $ 2,806 Issuance of warrants 528 Loss due to change in fair value of warrants 7,375 Warrant liability - January 31, 2022 $ 10,709 Warrant liability - January 31, 2022 $ 10,709 Issuance of warrants 519 Exercise of warrants (5,900 ) Loss due to change in fair value of warrants 2,059 Warrant liability - August 3, 2022 $ 7,387 The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments. The carrying amount of the Convertible Notes (see Note 10) approximates fair value due to the short duration of time that has elapsed since the Convertible Notes have been issued.
Concentration of Credit Risk	Concentration of Credit Risk The Company maintains cash balances in bank deposit accounts, which, at times, may exceed federally insured limits. Deposits held in interest-bearing checking accounts are insured up to $250,000. Deposits held in insured cash sweep accounts are insured up to $150 million. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk from cash. The Company does not perform ongoing credit evaluations; generally does not require collateral; and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, and other information.
Concentration of Revenue and Accounts Receivable	Concentration of Revenue and Accounts Receivable For the period August 4, 2022, to January 31, 2023, one individual customer accounted for 47% of total consolidated revenue. For the period February 1, 2022 to August 3, 2022 and the year ended January 31, 2022, there was no individual customer that accounted for 10% or more of total consolidated revenue, respectively. As of January 31, 2023, one customer represented 23% of total accounts receivable. As of January 31, 2022, one customer represented 24% of total accounts receivable.
Capitalized Software Costs	Capitalized Software Costs The Company capitalizes internally developed software costs incurred in 350-40, Intangibles Goodwill and Other: Internal-Use preliminary project activities and post-implementation activities are Internal-use The Company’s capitalized software development costs were $0.3 million, $0.5 million, and $0.7 million for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively. Amortization expense, which is included in cost of revenue, was $0.02 million, $0.3 million, and $0.6 million, for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively. Future amortization expense for software development costs capitalized as of January 31, 2023, is as follows (in thousands): 2024 $ 93 2025 93 2026 67 Total $ 253
Transaction Fees	Transaction Fees All transaction fees and expenses associated with the Business Combination were expensed as incurred. Accordingly, the Company recorded approximately $1.2 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Consolidated Statement of Comprehensive Loss for the Successor Period. The Predecessor recorded approximately $3.2 million and $6.3 million of professional and other transaction fees related to the Business Combination in general and administrative expenses in the Consolidated Statement of Comprehensive Loss for the Year to Date Predecessor Period and the year ended January 31, 2022, respectively. The Company paid a total of $8.5 million of banking and advisory fees on behalf of the Predecessor at the closing of the Business Combination. The expense related to these banking and advisor fees was not recognized in the Predecessor’s financial results as the payment of the banking and advisory fees was contingent on the successful closing of the Business Combination. The Company included the banking and advisory fees as part of the consideration transferred to acquire the Predecessor (see Note 5).
Deferred Revenue	Deferred Revenue Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding period is recorded as current deferred revenue, and the remaining portion is recorded as deferred revenue, net of current portion.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs consist of fees paid in cash to lenders and service providers in For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, deferred debt issuance costs consisted of the following (in thousands): Successor Deferred debt issuance costs - August 4, 2022 $ 120 Direct costs paid 31 Amortization of debt issuance costs (24 ) Deferred debt issuance costs - January 31, 2023 $ 127 Predecessor Deferred debt issuance costs - January 31, 2021 $ 1,425 Direct costs paid 35 Grant-date fair value of warrants issued 528 Amortization of debt issuance costs (361 ) Deferred debt issuance costs - January 31, 2022 $ 1,627 Deferred debt issuance costs - January 31, 2022 $ 1,627 Direct costs paid 118 Grant-date fair value of warrants issued 518 Amortization of debt issuance costs (378 ) Deferred debt issuance costs - August 3, 2022 $ 1,885
Net Loss Per Share Attributable to Common Stockholders	Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For the purposes of this calculation, outstanding stock options, unvested restricted stock, stock warrants, Sponsor Earnout Shares, and redeemable convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive. The Predecessor’s redeemable convertible preferred stock and restricted common stock contractually entitled the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Predecessor. Accordingly, in periods in which the Predecessor reported a net loss, such losses were not allocated to such participating securities. In periods in which the Predecessor reported a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders was the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, there was a difference between net loss and comprehensive loss in the accompanying Consolidated Financial Statements pertaining to foreign currency translation adjustments.
Predecessor Redeemable Convertible Preferred Stock	Predecessor Redeemable Convertible Preferred Stock The Series Preferred of the Predecessor was not mandatorily redeemable. The Series Preferred was contingently redeemable upon the occurrence of a deemed liquidation event and a majority vote of the holders of Series Preferred and Series Seed to redeem all outstanding shares of the Company’s redeemable convertible preferred stock. The contingent redemption upon the occurrence of a deemed liquidation was not within the Predecessor’s control and therefore the Series Preferred was classified outside of permanent equity in mezzanine equity on the Predecessor’s Condensed Consolidated Balance Sheets. Liquidation Rights
Foreign Currency Translation	Foreign Currency Translation The functional currency of the Company’s subsidiaries is the local
Standards Issued and Adopted	Standards Issued and Adopted In October 2021, the FASB issued ASU No. 2021-08, 2021-08—Business Accounting for Contract Assets and Contract Liabilities from Contracts with Customers No. 2021-08 No. 2021-08 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes No. 2019-12 In August 2020, the FASB issued ASU No. 2020-06, 2020-06 —Debt—Debt with Conversion and Other Options 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40) —Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06 as a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. Additionally, ASU 2020-06 if-converted 2020-06 2020-06 In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use The Company elected the package of practical expedients permitted under the transition guidance, which, among other things, allows the Company to carry forward the historical lease classification. In addition, the Company made accounting policy elections to combine the lease and non-lease In accounting for the adoption of the new standard, the Company recorded operating lease ROU assets and lease liabilities of $1.2 million and $1.3 million, respectively, with the difference due to prepaid and deferred rents that were reclassified to the ROU asset value. No cumulative-effect adjustment to opening retained earnings was required for the adoption of the standard. The standard did not materially affect the Company’s Consolidated Statement of Comprehensive Loss or Consolidated Statement of Cash Flows for the fiscal year ended January 31, 2023. See Note 8 for further details.
Standards Issued, but Not Yet Effective	Standards Issued, but Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer hardware and purchase software 2 - 3 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of lease term or useful life

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jan. 31, 2023
Accounting Policies [Line Items]
Revenue Earned by Timing of Revenue	The table below provides revenue earned by timing of revenue for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Recognition Timing August 4, 2022 to February 1, 2022 to Year Ended Over time $ 79,025 $ 27,946 $ 45,117 Point in time 9,361 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433
Changes in Fair Value of Warrants	A summary of the changes in the fair value of warrants for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, respectively, is as follows (in thousands): Successor Public Private Warrant liability - August 3, 2022 $ 4,226 $ 11,351 Exercise of warrants — (7,632 ) Gain due to change in fair value of warrants (2,853 ) (2,511 ) Warrant liability - January 31, 2023 $ 1,373 $ 1,208 Predecessor Warrant liability - January 31, 2021 $ 2,806 Issuance of warrants 528 Loss due to change in fair value of warrants 7,375 Warrant liability - January 31, 2022 $ 10,709 Warrant liability - January 31, 2022 $ 10,709 Issuance of warrants 519 Exercise of warrants (5,900 ) Loss due to change in fair value of warrants 2,059 Warrant liability - August 3, 2022 $ 7,387
Schedule of Deferred Debt Issuance Costs	For the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, deferred debt issuance costs consisted of the following (in thousands): Successor Deferred debt issuance costs - August 4, 2022 $ 120 Direct costs paid 31 Amortization of debt issuance costs (24 ) Deferred debt issuance costs - January 31, 2023 $ 127 Predecessor Deferred debt issuance costs - January 31, 2021 $ 1,425 Direct costs paid 35 Grant-date fair value of warrants issued 528 Amortization of debt issuance costs (361 ) Deferred debt issuance costs - January 31, 2022 $ 1,627 Deferred debt issuance costs - January 31, 2022 $ 1,627 Direct costs paid 118 Grant-date fair value of warrants issued 518 Amortization of debt issuance costs (378 ) Deferred debt issuance costs - August 3, 2022 $ 1,885
Summary of Receivables, Net of Allowance for Doubtful Accounts	As of January 31, 2023 and 2022, the Company’s accounts receivable consisted of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Accounts receivable, billed $ 22,296 $ 17,084 Accounts receivable, unbilled 7,458 30 Less: Allowance for doubtful accounts (145 ) (68 ) Accounts receivable, net $ 29,609 $ 17,046
Summarizes Activity for Allowance for Doubtful Accounts	Activity in the allowance for doubtful accounts for the Successor Period and the Predecessor year ended January 31, 2022, was as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Balance at beginning of period $ 133 $ 51 Charged to cost and expenses 32 40 Write-offs and recoveries (20 ) (23 ) Balance at end of period $ 145 $ 68
Summary of Deferred Contract Acquisition Costs Activity	A summary of deferred contract acquisition costs activity for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, is as follows (in thousands): Successor Deferred contract acquisition costs - August 4, 2022 $ 12,091 Capitalization of contract acquisition costs 4,915 Amortization of deferred contract acquisition costs (3,799 ) Deferred contract acquisition costs - January 31, 2023 $ 13,207 Deferred contract acquisition costs, current $ 5,456 Deferred contract acquisition costs, net of current portion 7,751 Deferred contract acquisition costs - January 31, 2023 $ 13,207 Predecessor Deferred contract acquisition costs - January 31, 2021 $ 10,137 Capitalization of contract acquisition costs 7,327 Amortization of deferred contract acquisition costs (5,809 ) Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs, current $ 4,174 Deferred contract acquisition costs, net of current portion 7,481 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Deferred contract acquisition costs - January 31, 2022 $ 11,655 Capitalization of contract acquisition costs 3,574 Amortization of deferred contract acquisition costs (3,458 ) Deferred contract acquisition costs - August 3, 2022 $ 11,771
Summary of Estimated Useful Lives for Property and Equipment	The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer hardware and purchase software 2 - 3 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of lease term or useful life
Schedule of Future Amortization Expense for Software Development Costs Capitalized	Future amortization expense for software development costs capitalized as of January 31, 2023, is as follows (in thousands): 2024 $ 93 2025 93 2026 67 Total $ 253

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jan. 31, 2023
Disaggregation of Revenue [Line Items]
Disaggregation of Revenue	The table below provides revenue earned by line of service for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Revenue Line August 4, 2022 to February 1, 2022 to Year Ended Subscription revenue $ 31,679 $ 27,946 $ 45,117 Services revenue Breach 54,791 — — Other services 1,916 1,291 2,316 Total services revenue 56,707 1,291 2,316 Total $ 88,386 $ 29,237 $ 47,433 The table below provides revenue earned based on geographic locations of our customers for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022 (in thousands). Successor Predecessor Country August 4, 2022 to February 1, 2022 to Year Ended United States $ 80,674 $ 21,916 $ 35,859 Other 7,712 7,321 11,574 Total $ 88,386 $ 29,237 $ 47,433
Summary of Components of Contract Assets and Liabilities and Significant Components of Changes in Contract Liabilities	The components of contract assets and liabilities consist of the following (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Assets: Accounts receivable, net $ 29,609 $ 17,046 Deferred contract acquisition costs, current and non-current $ 13,207 $ 11,655 Liabilities: Deferred revenue, current and non-current $ 53,958 $ 38,831 The significant components of the changes in the contract liabilities balances are as follows (in thousands): Successor Predecessor January 31, 2023 January 31, 2022 Revenue recognized that was included in the opening deferred revenue balance $ 31,406 $ 27,733 Remaining deferred revenue acquired in business acquisition $ 21,337 $ 256

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Summary of Property and Equipment	Property and equipment as of January 31, 2023 and 2022 consisted of the following (in thousands): Successor Predecessor January 31, January 31, Computer hardware and purchased software $ 907 $ 2,136 Furniture and fixtures 20 337 Leasehold improvements 114 243 Total property and equipment 1,041 2,716 Less: accumulated depreciation (370 ) (2,022 ) Property and equipment, net $ 671 $ 694 The table below provides the net values of property and equipment by geographic location as of January 31, 2023 and 2022 (in thousands): Successor Predecessor January 31, January 31, United States $ 473 $ 476 India 121 119 Chile 77 99 Property and equipment, net $ 671 $ 694

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jan. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Summary of the fair value hierarchy the liabilities	The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands): Fair value measurements at January 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Predecessor Warrants $ — $ — $ (10,709 ) $ (10,709 ) Total financial liabilities $ — $ — $ (10,709 ) $ (10,709 )

Acquisitions (Tables)

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

Goodwill and Intangible Assets

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

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jan. 31, 2023
Lessee, Lease, Description [Line Items]
Summary of Supplemental Balance Sheet Information Related to Lease Liabilities	Supplemental balance sheet information related to lease liabilities was as follows: (in thousands, except lease term and discount rate) January 31, Operating leases Operating ROU assets $ 720 Operating lease liabilities, current $ 406 Operating lease liabilities, net of current portion 427 Total operating lease liabilities $ 833 Weighted average remaining lease term 1.7 years Weighted average discount rate 4.8 %
Schedule of Maturities of Operating Lease Liabilities	Maturities of operating lease liabilities at January 31, 2023 were as follows: (in thousands) Year ending January 31, 2024 $ 754 2025 538 2026 64 Total lease payments 1,356 Less: imputed interest (523 ) Total lease payments $ 833

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jan. 31, 2023
Debt Instrument [Line Items]
Summary of Debt	The tables below summarize key terms of the Company’s debt that was outstanding as of January 31, 2023 and the Predecessor’s debt as of January 31, 2022 (amounts in thousands, except for interest rates). Successor As of January 31, 2023 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 8.50% 8.50 % $ 15,000 $ — $ — $ — $ 15,000 InfoArmor 5.50% 5.50 % 2,344 — — — 2,344 Convertible notes 7.00% Cash / 8.75% PIK 8.53 % 156,564 — (127 ) — 156,437 $ 173,908 $ — $ (127 ) $ — $ 173,781 Current portion of long-term debt $ 15,938 Long-term debt 157,843 $ 173,781 Predecessor As of January 31, 2022 Lender Stated Effective Gross Unamortized Unamortized Discount on Net Stifel Bank 4.50 % 6.50 % $ 15,000 $ (96 ) $ (574 ) $ — $ 14,330 Orix Growth Capital, LLC 10.00 % 12.13 % 30,000 (349 ) (608 ) — 29,043 InfoArmor 5.50 % 5.50 % 3,281 — — (213 ) 3,068 PIPE Investors 5.00 % 5.00 % 5,032 — — — 5,032 $ 53,313 $ (445 ) $ (1,182 ) $ (213 ) $ 51,473 Current portion of long-term debt $ 5,970 Long-term debt 45,503 $ 51,473

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jan. 31, 2023
Class of Warrant or Right [Line Items]
Details of Predecessor Warrants	Details of the Predecessor Warrants are as follows: Underlying Predecessor Security Predecessor Converted to As Shares of Series A 124,903 71,514 $ 2.24 66,068 Series B 146,341 83,788 $ 2.87 75,585 Common 1,924,790 551,022 $ 0.70 524,236 Series E 268,521 153,741 $ 6.50 119,018 860,065 784,907 Underlying Predecessor Security As Converted to Estimated Aggregate Series A $ 2.24 71,514 $ 8.71 $ 623 Series B $ 2.87 83,788 $ 8.08 677 Common $ 0.70 551,022 $ 10.25 5,648 Series E $ 6.50 153,741 $ 4.45 684 860,065 $ 7,632
Summary of Assumptions Used in Estimating Fair Values of Warrants	The table below documents the Monte Carlo assumptions, inputs, and the fair value results at each balance sheet date: January 31, August 3, Per Share Price of Company Common Stock $ 3.62 $ 10.95 Annual Equity Volatility 65.00 % 50.00 % Risk-Free Rate of Return 3.70 % 2.86 % Fair Value per Share Tranche I $ 2.12 $ 10.06 Fair Value per Share Tranche II $ 1.88 $ 9.32 Fair Value per Share Tranche III $ 1.67 $ 8.63 Aggregate Fair Value (in thousands) $ 2,445 $ 12,079
Summary of Assumptions Used in Estimating Fair Values of Warrants	The assumptions used in estimating the fair values of the Predecessor’s warrants at issuance are as follows: At Issuance Assumptions Series E Warrants Series C-1 Common Series B Warrants Series A Initial Valuation Date: February 10, 2022, June 26, 2019 June 1, 2017 September 1, 2016 May 22, 2015 Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Expected term of the warrant (in years) 10.0 10.0 10.0 10.0 10.0 Price of the underlying share - stay private $ 2.20 - $3.79 $ 1.25 $ 0.20 $ 0.82 $ 0.74 Volatility 36.38% - 40.64% 51.90 % 60.00 % 60.41 % 66.74 % Risk-free rate 0.87% - 2.03% 2.05 % 2.21 % 1.57 % 2.21 %
PWERM Method [Member]
Class of Warrant or Right [Line Items]
Summary of Assumptions Used in Estimating Fair Values of Warrants	The assumptions used in estimating the fair values of the Predecessor Warrants as of January 31, 2022, the final balance sheet presented that utilized the Predecessor’s PWERM method, are as follows: January 31, 2022 Assumptions Series E Series C-1 Common Series B Series A Exercise price of the warrant $ 1.86205 $ 1.23390 $ 0.20000 $ 0.82200 $ 0.64050 Price of the underlying share - stay private $ 2.94 $ 2.76 $ 1.85 $ 3.70 $ 3.70 Volatility 36.71 % 36.95 % 38.11 % 39.30 % 44.69 % Risk-free rate 1.78 % 1.77 % 1.64 % 1.57 % 1.42 % Price of the underlying share after conversion $ 5.64 $ 5.64 $ 2.82 $ 5.64 $ 5.64 Expected term of the warrant (in years) 0.4 - 9.9 0.4 - 8.2 0.4 - 5.3 0.4 - 4.6 0.4 - 3.3 Fair value $ 3.20 $ 3.71 $ 2.21 $ 4.05 $ 4.21 Number of warrants 912,972 648,350 1,924,790 146,341 124,903 Liability (in thousands) $ 2,922 $ 2,408 $ 4,260 $ 593 $ 526

Sponsor Earnout Shares (Tables)

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

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jan. 31, 2023
Income Tax Disclosure [Line Items]
Summary of Components of Loss Before Income Taxes	U.S. and foreign components of the loss before income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, February 1, Year Ended U.S. loss $ (734,326 ) $ (19,370 ) $ (40,031 ) Foreign income (loss) 3,157 (1,924 ) 1,056 Total loss before income taxes $ (731,169 ) $ (21,294 ) $ (38,975 )
Summary of Provision for Income Taxes	The provision for consolidated income taxes for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, were as follows (in thousands): Successor Predecessor August 4, February 1, Year Ended Current tax expense Federal $ — $ — $ — Foreign 177 106 100 State and local 292 5 — 469 111 100 Deferred tax expense Federal (9,360 ) (2,780 ) (5,387 ) Foreign — — — State and local (2,281 ) (911 ) (299 ) (11,641 ) (3,691 ) (5,686 ) Less: change in valuation allowance 650 3,691 5,050 Net income tax (benefit) expense $ (10,522 ) $ 111 $ (536 )
Summary of Differences as Result of which Income Tax Provision Differs from Amount Computed by Applying Statutory Federal Income Tax Rate to Income (Loss) Before Income Tax	A reconciliation of the statutory US income tax rate to the effective income tax rate for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022, as follows: Successor Predecessor August 4, February 1, Year Ended U.S. statutory rate 21.00 % 21.00 % 21.00 % State taxes 0.21 3.35 0.77 Goodwill impairment (20.07 ) — — Transaction costs — (3.23 ) — Fair value adjustments — (2.03 ) — Other permanent differences 0.41 (1.05 ) (6.61 ) Changes in valuation allowance (0.09 ) (17.32 ) (12.96 ) Other (0.02 ) (1.24 ) (0.83 ) Net income tax expense 1.44 % -0.52 % 1.37 %
Summary of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities	Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for income tax reporting and consolidated financial statement purposes. Deferred income taxes as of January 31, 2023, and 2022 consisted of the following (in thousands): Successor Predecessor January 31, January 31, Deferred tax assets: Net operating losses - federal and state $ 36,057 $ 31,697 Research and development expenditures 4,793 — Deferred revenue 3,019 2,273 Interest expense 2,544 — Accruals 1,240 856 Stock-based compensation 574 66 Other 308 — Lease liability 204 — Depreciation and amortization 112 546 Allowance for doubtful accounts 35 17 Charitable contributions 3 3 Total deferred tax assets before valuation allowance 48,889 35,458 Valuation allowance (5,720 ) (32,063 ) Total deferred tax assets 43,169 3,395 Deferred tax liabilities: Intangible assets (61,109 ) — Contract acquisition costs (3,256 ) (2,854 ) Goodwill (258 ) (541 ) Right-of-use (177 ) — Other (7 ) — Total deferred tax liabilities (64,807 ) (3,395 ) Net deferred tax liability $ (21,638 ) $ —
Summary of Unrecognized Tax Benefits Excluding Accrued Interest and Penalties	The change in gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows (in thousands): Successor Predecessor January 31, January 31, Balance at beginning of period $ — $ — Business acquisition 838 — Balance at end of period $ 838 $ —
Summary of Valuation Allowance of Deferred Tax Assets	The following table provides a rollforward of the Company’s valuation allowance for its deferred tax assets (in thousands): Successor Predecessor January 31, January 31, Balance at beginning of period $ 5,070 $ 27,013 Increases to allowance 650 5,050 Balance at end of period $ 5,720 $ 32,063

Accrued Compensation, Accrued_2

Accrued Compensation, Accrued Expenses, and Other Current Liabilities (Tables)	6 Months Ended
	Jan. 31, 2023
Accrued Expense Details [Line Items]
Summary of Accrued Expenses	Accrued compensation, accrued expenses, and other current liabilities as of January 31, 2023 and 2022 consisted of the following (in thousands): Successor Predecessor January 31, January 31, Accrued employee compensation $ 1,098 $ 500 Accrued commissions 1,408 2,010 Accrued bonuses 3,893 1,366 Accrued payroll-related expenses 242 630 Other current liabilities 12,110 2,514 Total accrued compensation, accrued expenses, and other current liabilities $ 18,751 $ 7,020

Common Stock, Redeemable Conv_2

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) (Tables)	6 Months Ended
	Jan. 31, 2023
Temporary Equity [Abstract]
Schedule of Redeemable Convertible Preferred Stock	The Company’s redeemable convertible preferred stock consists of (in thousands, except share data): Predecessor February 1, 2022 to Year Ended Shares Issued and Amount Shares Issued and Amount Convertible preferred stock—Series E, $0.00001 par value—authorized 19,033,653 shares; (liquidation preference $28,354,249) 15,767,013 $ 36,291 15,227,437 $ 33,248 Convertible preferred stock—Series D, $0.00001 par value—authorized 14,833,942 shares; (liquidation preference $21,222,496) 13,871,547 21,067 13,871,547 21,067 Convertible preferred stock—Series D-2, 993,868 1,451 993,868 1,451 Convertible preferred stock—Series D-1, 5,878,303 8,171 5,878,303 8,171 Convertible preferred stock—Series C-1, 11,882,605 16,836 11,376,115 13,979 Convertible preferred stock—Series C, $0.00001 par value—authorized 21,124,700 shares (liquidation preference $19,999,999) 21,124,699 19,899 21,124,699 19,899 Convertible preferred stock—Series B, $0.00001 par value—authorized 26,914,949 shares (liquidation preference $22,124,088) 26,914,949 22,047 26,914,949 22,047 Convertible preferred stock—Series A, $0.00001 par value—authorized 16,122,188 shares (liquidation preference $10,246,261) 15,997,285 10,159 15,997,285 10,159 Convertible preferred stock—Series seed, $0.00001 par value—authorized 9,198,372 shares (liquidation preference $2,285,795) 9,198,372 2,208 9,198,372 2,208 121,628,641 $ 138,129 120,582,575 $ 132,229 Predecessor Preferred Stock Series Original Issue Date Effective Date of Original Conversion Conversion Series A April 14, 2014 November 20, 2015 $ 0.640 $ 0.320 2.0 Series B November 20, 2015 November 20, 2015 $ 0.822 $ 0.411 2.0 Series C April 26, 2017 April 26, 2017 $ 0.947 $ 0.473 2.0 Series C-1 May 31, 2018 May 31, 2018 $ 1.234 $ 0.617 2.0 Series D December 20, 2019 December 20, 2019 $ 1.530 $ 0.765 2.0 Series D-1 December 20, 2019 December 20, 2019 $ 1.224 $ 0.612 2.0 Series D-2 December 20, 2019 December 20, 2019 $ 1.377 $ 0.688 2.0 Series E September 30, 2020 September 30, 2020 $ 1.862 $ 0.931 2.0 Predecessor Preferred Stock Series Original Issue Date Effective Date of Original Conversion Conversion Seed Series June 21, 2013 June 21, 2013 $ 0.249 $ 0.249 1.0 Seed Series November 20, 2015 November 20, 2015 $ 0.249 $ 0.124 2.0
Schedule of Common Stock Reserved for Future Issuance	The Company’s and Predecessor’s common stock reserved for future issuance is as follows: Successor Predecessor January 31, January 31, Series Seed redeemable convertible preferred stock — 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 Series C-1 — 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 Series D-1 — 11,756,606 Series D-2 — 1,987,736 Series E redeemable convertible preferred stock — 30,454,874 Common stock warrants 16,213,430 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 Series B redeemable convertible preferred stock warrants — 292,682 Series C-1 — 1,296,700 Series E redeemable convertible preferred stock warrants — 1,825,944 Stock options issued and outstanding 7,869,050 21,715,815 Restricted stock units issued and outstanding 2,802,426 — Sponsor earn-out 1,293,750 — Shares available for future grant under the 2022 plan 15,829,510 — Shares available for future grant under the 2013 plan — 1,193,436 44,008,166 269,664,323

Stock-Based Compensation (Table

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

Net Loss per Share Attributab_2

Net Loss per Share Attributable to Common Stockholders/Earnings (Loss) per Share (Tables)	6 Months Ended
	Jan. 31, 2023
Earnings (Loss) per Share [Line Items]
Summary of Basic and Diluted Calculations	The following table sets forth computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Successor Predecessor August 3, 2022 February 1, Year Ended Numerator: Net loss $ (720,647 ) $ (21,405 ) $ (38,439 ) Net loss per share attributable to common stockholders $ (720,647 ) $ (21,405 ) $ (38,439 ) Denominator: Weighted-average common stock outstanding 116,862,277 43,041,209 42,073,351 Net loss per share attributable to common stockholders - basic and diluted $ (6.17 ) $ (0.50 ) $ (0.91 )
Summary of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Common Share	The following potentially dilutive securities were not included in the calculation of weighted average common shares outstanding, as their effects would have been anti-dilutive for the Successor Period, the Year to Date Predecessor Period, and the year ended January 31, 2022. Successor Predecessor August 4, February 1, Year Ended Preferred stock (on an as-converted Series Seed redeemable convertible preferred stock — 18,396,744 18,396,744 Series A redeemable convertible preferred stock — 31,994,570 31,994,570 Series B redeemable convertible preferred stock — 53,829,898 53,829,898 Series C redeemable convertible preferred stock — 42,249,398 42,249,398 Series C-1 — 22,790,767 22,752,230 Series D redeemable convertible preferred stock — 27,743,094 27,743,094 Series D-1 — 11,756,606 11,756,606 Series D-2 — 1,987,736 1,987,736 Series E redeemable convertible preferred stock — 30,490,064 29,473,913 Total common stock reserved — 241,238,877 240,184,189 Common stock Restricted common stock — — 158,773 Sponsor earn-out 1,293,750 — — Total common stock 1,293,750 — 158,773 Successor Predecessor August 4, February 1, Year Ended Warrants Common stock warrants 16,220,756 1,924,790 1,924,790 Series A redeemable convertible preferred stock warrants — 249,806 249,806 Series B redeemable convertible preferred stock warrants — 292,682 292,682 Series C-1 — 1,247,369 1,296,700 Series E redeemable convertible preferred stock warrants — 2,079,870 1,552,273 Total warrants 16,220,756 5,794,517 5,316,251 Options to purchase common stock Issued and outstanding 7,926,307 22,178,814 20,695,388 Restricted stock units Issued and outstanding 747,405 — —

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Summarizes Activity for Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Accounting Policies [Line Items]
Beginning balance	$ 133	$ 51
Charged to cost and expenses	32	40
Write-offs and recoveries	(20)	(23)
Ending balance	$ 145	$ 68

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Revenue Recognition (Details)	6 Months Ended
	Jan. 31, 2023
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

Summary of Significant Accoun_6

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

Summary of Significant Accoun_7

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

Summary of Significant Accoun_8

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

Summary of Significant Accoun_9

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

Summary of Significant Accou_10

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

Summary of Significant Accou_11

Summary of Significant Accounting Policies, Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Jan. 31, 2021
Accounting Policies [Line Items]
Accounts receivable, billed	$ 22,296		$ 17,084
Accounts receivable, unbilled	7,458		30
Less: Allowance for doubtful accounts	(145)	$ (133)	(68)	$ (51)
Accounts receivable, net	$ 29,609		$ 17,046

Summary of Significant Accou_12

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

Summary of Significant Accou_13

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

Summary of Significant Accou_14

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

Summary of Significant Accou_15

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

Summary of Significant Accou_16

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

Summary of Significant Accou_17

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

Summary of Significant Accou_18

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

Summary of Significant Accou_19

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

Summary of Significant Accou_20

Summary of Significant Accounting Policies, Advertising (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Accounting Policies [Line Items]
Advertising costs	$ 0.4	$ 0.5	$ 0.5

Summary of Significant Accou_21

Summary of Significant Accounting Policies, Concentrations of Credit Risk (Details)	Jan. 31, 2023 USD ($)
Deposits In Interest Bearing Accounts [Member]
Accounting Policies [Line Items]
Cash, FDIC Insured Amount	$ 250,000
Deposits In Cash Sweep Accounts [Member]
Accounting Policies [Line Items]
Cash, FDIC Insured Amount	$ 150,000,000

Revenue, Revenues Earned by Lin

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

Revenue, Revenues Earned Based

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

Revenue (Details)

Revenue (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 111.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	13.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	92.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 5.1
Non-US | Revenue [Member] | Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of revenue	10%	10%	10%

Revenue (Details1)

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

Revenue, Summary of Components

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

Revenue, Summary of Significant

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

Property and Equipment, Summary

Property and Equipment, Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,041	$ 2,716
Less: accumulated depreciation	(370)	(2,022)
Property and equipment, net	671	694
Computer Hardware and Purchase Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	907	2,136
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	20	337
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 114	$ 243

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 366	$ 322	$ 546

Property and Equipment, Summa_2

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

Fair Value Measurements, Summar

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

Acquisitions (Details)

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

Acquisitions, Summary of Estima

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

Acquisitions, Summary of Prelim

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

Acquisitions, Summary of Intang

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

Schedule of Unaudited Proforma

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

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Summary of Changes in Fair Value of Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Goodwill [Line Items]
Goodwill, beginning balance	$ 1,105,258
Impairment	(698,650)
Goodwill, ending balance	406,608	$ 35,002
Zero Fox Predecessor [Member]
Goodwill [Line Items]
Goodwill, beginning balance	$ 35,002	28,614
Adjustment related to business acquisitions		675
Business acquisition		5,713
Goodwill, ending balance		$ 35,002

Goodwill and Intangible Asset_2

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

Goodwill and Intangible Asset_3

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

Goodwill and Intangible Asset_4

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

Goodwill and Intangible Asset_5

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

Leases (Details)

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

Leases, Summary of Supplemental

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

Leases, Summary of Maturities o

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

Debt, Summary of Debt Outstandi

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

Debt (Details)

Debt (Details) - USD ($)

1 Months Ended

6 Months Ended

12 Months Ended

Aug. 03, 2022

Jun. 07, 2021

Jan. 07, 2021

Feb. 28, 2022

Jan. 31, 2023

Aug. 03, 2022

Jan. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

Jan. 31, 2022

Aug. 04, 2022

Dec. 31, 2021

Dec. 08, 2021

Jan. 31, 2021

Debt Instrument [Line Items]

Net cash proceeds

$ 7,412,000

$ 19,965,000

Debt issuance cost

$ 1,885,000

$ 127,000

$ 1,885,000

$ 127,000

$ 1,627,000

$ 120,000

$ 1,425,000

Warrants issued

860,065

860,065

Ordinary shares, shares issued (in shares)

118,190,135

118,190,135

42,892,897

Current portion of long-term debt

$ 15,938,000

$ 15,938,000

$ 5,970,000

Current Portion of Long-term Debt [Member]

Debt Instrument [Line Items]

Current portion of long-term debt

$ 156,400,000

$ 156,400,000

Convertible Senior Cash [Member]

Debt Instrument [Line Items]

Investors agreed purchase value in aggregate principal amount

$ 150,000,000

$ 150,000,000

Debt instrument, percentage

7%

7%

Convertible Notes Maturity Date

Aug. 03, 2025

Ordinary shares, shares issued (in shares)

86.9565

86.9565

Outstanding principal and accrued interest

$ 1,000

Accrued and unpaid interest percentage

100%

Convertible notes financing

$ 150,000,000

$ 150,000,000

Debt Instrument, Convertible, Conversion Price

$ 11.5

$ 11.5

Increase in default rate of interest

2%

Payment in Kind (PIK) Note [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

8.75%

8.75%

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

Debt Instrument [Line Items]

Percentage of stock price trigger

150%

Number of threshold trading days

20 days

Number of consecutive threshold consecutive trading days

30 days

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

Debt Instrument [Line Items]

Percentage of stock price trigger

130%

Number of threshold trading days

20 days

Number of consecutive threshold consecutive trading days

30 days

Orix Growth Capital, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

10%

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

Debt Instrument [Line Items]

Borrowing amount

$ 7,500,000

Net cash proceeds

7,400,000

Debt issuance cost

100,000

Cumulative outstanding principal of loan

37,500,000

Repayment of debt

38,700,000

Prepayement penalty

$ 1,200,000

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

Debt Instrument [Line Items]

Borrowing amount

$ 30,000,000

Loan maturity date

Jan. 07, 2026

Repayment of debt

20,000,000

$ 2.5

Repayment of debt remaining amount

$ 10,000,000

Loan and security agreement percentage

1%

Debt instrument, percentage

10%

10%

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

Debt Instrument [Line Items]

Early debt redemption discount percentage

3%

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

Debt Instrument [Line Items]

Early debt redemption discount percentage

2%

PIPE Investors [Member]

Debt Instrument [Line Items]

Debt instrument, percentage

5%

PIPE Investors [Member] | Bridge Notes [Member]

Debt Instrument [Line Items]

Repayment of debt

$ 200,000

Principle value of related notes

$ 5,000,000

Bridge notes issued

$ 5,000,000

Bridge Loan Issued to Related Parties

$ 4,800,000

Debt instrument, percentage

5%

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

Debt Instrument [Line Items]

Borrowing amount

$ 10,000,000

$ 5,000,000

$ 5,000,000

Loan maturity date

Jan. 07, 2024

Cumulative outstanding principal of loan

$ 15,000,000

$ 15,000,000

Repayment of debt

$ 10,000,000

Loan and security agreement percentage

1%

Percentage of Late Fee Changed on Unpaid Amount

5%

Debt instrument, percentage

4.50%

Increase in default rate of interest

4%

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

Debt Instrument [Line Items]

Debt instrument, percentage

1%

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

Debt Instrument [Line Items]

Loan maturity date

Jun. 07, 2025

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

Debt Instrument [Line Items]

Repayment of debt

$ 200,000

Debt instrument, percentage

5.50%

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

Debt Instrument [Line Items]

Repayment of debt

$ 900,000

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

Debt Instrument [Line Items]

Borrowing amount

$ 3,800,000

Series E Redeemable Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Exercise price of the warrant

$ 1.86205

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

Debt Instrument [Line Items]

Warrants issued

161,112

Exercise price of the warrant

$ 1.86205

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

Debt Instrument [Line Items]

Warrants issued

161,113

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

Debt Instrument [Line Items]

Exercise price of the warrant

$ 1.86205

Accrued Compensation, Accrued_3

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

Warrants (Details)

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

1 Months Ended

6 Months Ended

Aug. 03, 2022

Jan. 31, 2022

Dec. 08, 2021

May 07, 2021

Jan. 31, 2021

Jan. 07, 2021

Jun. 26, 2019

Jun. 01, 2017

Feb. 28, 2022

Jan. 31, 2023

Jul. 29, 2022

Jul. 28, 2022

Warrants [Abstract]

Period warrants to become exercisable after completion of business combination

30 days

Warrants issued to purchase preferred stock

161,112

Fair value of warrants

$ 7,632

Exercise of warrants (in shares)

784,907

784,907

SLWF II Loan [Member]

Warrants [Abstract]

Warrants exercise price (in dollars per share)

$ 0.2

Hercules Loan [Member]

Warrants [Abstract]

Line of credit

$ 5,000

Warrants issued to purchase preferred stock

4

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

Warrants [Abstract]

Fair value of warrants

$ 900

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

Warrants [Abstract]

Fair value of warrants

$ 2,000

Series C-1 Redeemable Convertible Preferred Stock [Member]

Warrants [Abstract]

Convertible preferred shares issued

11,882,605

11,376,115

506,490

Series E Redeemable Convertible Preferred Stock [Member]

Warrants [Abstract]

Warrants exercise price (in dollars per share)

$ 1.86205

Convertible preferred shares issued

15,767,013

15,227,437

539,576

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

Warrants [Abstract]

Shares issued (in shares)

1,924,790

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

Warrants [Abstract]

Warrants exercise price (in dollars per share)

$ 1.86

$ 1.86

Shares issued (in shares)

161,113

107,408

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

Warrants [Abstract]

Warrants exercise price (in dollars per share)

$ 1.86

Shares issued (in shares)

644,451

Series A Preferred Stock [Member]

Warrants [Abstract]

Shares issued (in shares)

124,903

Series B Preferred Stock [Member]

Warrants [Abstract]

Shares issued (in shares)

146,341

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

Warrants [Abstract]

Share price

$ 1.23

Shares issued (in shares)

160,546

487,805

Redemption of Warrants When Price Exceeds $18.00 [Member]

Warrants [Abstract]

Warrant redemption price (in dollars per share)

$ 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

Redemption of Warrants When Price Exceeds $10.00 [Member]

Warrants [Abstract]

Warrant redemption price (in dollars per share)

$ 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

Public Warrants [Member]

Warrants [Abstract]

Number of warrants outstanding (in shares)

8,625,000

Warrants expiration period

5 years

Warrants exercise price (in dollars per share)

$ 0.49

$ 0.16

Fair value of warrants

$ 4,200

$ 1,400

Private Warrants [Member]

Warrants [Abstract]

Number of warrants outstanding (in shares)

7,588,430

Fair value of warrants

$ 3,700

$ 1,200

Public and Private Warrants Member

Warrants [Abstract]

Warrants exercise price (in dollars per share)

$ 11.5

Warrants, Details of Predecesso

Warrants, Details of Predecessor Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Aug. 03, 2022	Jan. 31, 2023
Class of Warrant or Right [Line Items]
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	860,065
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	784,907	784,907
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 124,903
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	71,514
Exercise price of the warrant	$ 2.24	$ 0.6405
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	66,068
Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 146,341
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	83,788
Exercise price of the warrant	$ 2.87	0.822
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	75,585
Common Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 1,924,790
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	551,022
Exercise price of the warrant	$ 0.7	0.2
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	524,236
Series E Warrants [Member]
Class of Warrant or Right [Line Items]
Predecessor Warrants Outstanding on August 3, 2022	$ 268,521
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock	153,741
Exercise price of the warrant	$ 6.5	$ 1.86205
Shares of ZeroFox Holdings, Inc. Common Stock following Net Exercise	119,018

Warrants, Summary of Assumption

Warrants, Summary of Assumptions Used in Estimating Fair Values of Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Aug. 03, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			860,065
Series E Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 1.86205		$ 6.5
Expected term of the warrant (in years)	10 years
Initial Valuation Date	February 10, 2022, December 8, 2021 & January 27, 2021
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			153,741
Liability			$ 268,521
Series E Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 1.86205
Price of the underlying share - stay private		$ 2.94
Volatility		36.71%
Risk-free rate		1.78%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 3.2
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		912,972
Liability		$ 2,922
Series E Warrants [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Price of the underlying share - stay private	$ 2.2
Volatility	36.38%
Risk-free rate	0.87%
Series E Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series E Warrants [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Price of the underlying share - stay private	$ 3.79
Volatility	40.64%
Risk-free rate	2.03%
Series E Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		9 years 10 months 24 days
Series C 1 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 1.2339
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 1.25
Volatility	51.90%
Risk-free rate	2.05%
Initial Valuation Date	June 26, 2019
Series C 1 Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 1.2339
Price of the underlying share - stay private		$ 2.76
Volatility		36.95%
Risk-free rate		1.77%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 3.71
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		648,350
Liability		$ 2,408
Series C 1 Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series C 1 Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		8 years 2 months 12 days
Common Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 0.2		$ 0.7
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 0.2
Volatility	60%
Risk-free rate	2.21%
Initial Valuation Date	June 1, 2017
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			551,022
Liability			$ 1,924,790
Common Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 0.2
Price of the underlying share - stay private		$ 1.85
Volatility		38.11%
Risk-free rate		1.64%
Price of the underlying share after conversion		$ 2.82
Fair value		$ 2.21
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1,924,790
Liability		$ 4,260
Common Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Common Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		5 years 3 months 18 days
Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 0.822		$ 2.87
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 0.82
Volatility	60.41%
Risk-free rate	1.57%
Initial Valuation Date	September 1, 2016
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			83,788
Liability			$ 146,341
Series B Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 0.822
Price of the underlying share - stay private		$ 3.7
Volatility		39.30%
Risk-free rate		1.57%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 4.05
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		146,341
Liability		$ 593
Series B Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series B Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 years 7 months 6 days
Series A Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant	$ 0.6405		$ 2.24
Expected term of the warrant (in years)	10 years
Price of the underlying share - stay private	$ 0.74
Volatility	66.74%
Risk-free rate	2.21%
Initial Valuation Date	May 22, 2015
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			71,514
Liability			$ 124,903
Series A Warrants [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price of the warrant		$ 0.6405
Price of the underlying share - stay private		$ 3.7
Volatility		44.69%
Risk-free rate		1.42%
Price of the underlying share after conversion		$ 5.64
Fair value		$ 4.21
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		124,903
Liability		$ 526
Series A Warrants [Member] | Minimum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		4 months 24 days
Series A Warrants [Member] | Maximum [Member] | PWERM Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term of the warrant (in years)		3 years 3 months 18 days

Warrants, Fair Value Estimate o

Warrants, Fair Value Estimate of Each Set of Predecessor Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 31, 2023	Aug. 03, 2022
Class of Warrant or Right [Line Items]
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock		860,065
Aggregate Estimated Fair Value		$ 7,632
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
As Converted Exercise Price per Warrant	$ 0.6405	$ 2.24
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock		71,514
Estimated Fair Value Per Warrant		$ 8.71
Aggregate Estimated Fair Value		$ 623
Series B Warrants [Member]
Class of Warrant or Right [Line Items]
As Converted Exercise Price per Warrant	0.822	$ 2.87
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock		83,788
Estimated Fair Value Per Warrant		$ 8.08
Aggregate Estimated Fair Value		$ 677
Common Warrants [Member]
Class of Warrant or Right [Line Items]
As Converted Exercise Price per Warrant	0.2	$ 0.7
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock		551,022
Estimated Fair Value Per Warrant		$ 10.25
Aggregate Estimated Fair Value		$ 5,648
Series E Warrants [Member]
Class of Warrant or Right [Line Items]
As Converted Exercise Price per Warrant	$ 1.86205	$ 6.5
Converted to Warrants to Purchase ZeroFox Holdings, Inc. Common Stock		153,741
Estimated Fair Value Per Warrant		$ 4.45
Aggregate Estimated Fair Value		$ 684

Sponsor Earnout Shares (Details

Sponsor Earnout Shares (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Aug. 03, 2022	Jan. 31, 2023
Sponsor Earnout Shares [Line Items]
Common stock shares subject to potential forfeiture		1,293,750
Earnout period		Aug. 03, 2022
Sponsor Earnout Shares [Member]
Sponsor Earnout Shares [Line Items]
Business combination, initial liability	$ 12.1
Stock Equal to Greater Than $12.50 [Member]
Sponsor Earnout Shares [Line Items]
Share price	$ 12.5
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]	Jan. 31, 2023 USD ($) $ / shares	Aug. 03, 2022 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI | $	$ 2,445	$ 12,079
Tranche I [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	$ 2.12	$ 10.06
Tranche II [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	1.88	9.32
Tranche III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share Price	$ 1.67	$ 8.63
Per Share Price of Company Common Stock [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input | $	3.62	10.95
Annual Equity Volitility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input	65	50
Risk-Free Rate of Return [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity Securities, FV-NI, Measurement Input	3.7	2.86

Common Stock, Redeemable Conv_3

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) (Details) - USD ($)						1 Months Ended						6 Months Ended		12 Months Ended
	Oct. 01, 2021	Dec. 20, 2019	Nov. 20, 2015	Jun. 26, 2013	Jun. 21, 2013	Sep. 30, 2020	Dec. 31, 2019	May 31, 2018	Apr. 30, 2017	Nov. 30, 2015	Apr. 30, 2014	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Dec. 31, 2018
Stockholders' Deficit [Abstract]
Authorized capital stock												1,100,000,000
Common stock, shares issued (in shares)												118,190,135		42,892,897
Common stock, shares authorized (in shares)												1,000,000,000		319,462,878
Common Stock, Par or Stated Value Per Share												$ 0.0001		$ 0.00001
Common stock, shares outstanding (in shares)												118,190,135		42,892,897
Temporary equity, issuance costs							$ 200,000
Change in fair value of warrants												$ (5,364,000)	$ 2,059,000	$ 7,375,000
Redeemable convertible preferred stock												$ 0		132,229,000
Loss on debt extinguishment		$ (1,100,000)
Discount on selling price			6.20%
Notes Payable, Other Payables [Member]
Stockholders' Deficit [Abstract]
Outstanding principal and accrued interest		$ 8,600,000
Common Stock [Member]
Stockholders' Deficit [Abstract]
Common stock, shares authorized (in shares)												1,000,000,000
Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)												100,000,000
Series E Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												$ 0.00001
Temporary equity additional stock issued during period shares new issues	7,117,379
Preferred stock issued	$ 16,400,000
Redeemable convertible preferred stock													36,291,000	33,248,000
Series E Redeemable Convertible Preferred Stock [Member] | Cyveillance Acquisition [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)						8,110,058
Convertible preferred shares, par value						$ 2.09
Temporary equity, issuance costs						$ 100,000
Series D Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)							13,871,547
Convertible preferred shares, par value							$ 1.52993					0.00001
Gross proceeds from conversion							$ 21,200,000
Redeemable convertible preferred stock													21,067,000	21,067,000
Series D-1 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												0.00001
Temporary equity, number of shares redeemed		5,878,303
Fair value per share		$ 1.39
Redeemable convertible preferred stock		$ 8,200,000											8,171,000	8,171,000
Series D-2 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												0.00001
Temporary equity, number of shares redeemed		993,868
Fair value per share		$ 1.46
Redeemable convertible preferred stock		$ 1,500,000											1,451	1,451,000
Series D-1 and Series D-2 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Redeemable convertible preferred stock		$ 9,600,000
Series C-1 Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)								11,376,115
Convertible preferred shares, par value												0.00001			$ 1.233901
Temporary equity, issuance costs															$ 100,000
Gross proceeds from conversion								$ 14,000,000
Redeemable convertible preferred stock													16,836,000	13,979,000
Series C Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)									21,124,699
Convertible preferred shares, par value									$ 0.946759			0.00001
Temporary equity, issuance costs									$ 100,000
Gross proceeds from conversion									$ 20,000,000
Redeemable convertible preferred stock													19,899,000	19,899,000
Series B Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)										25,176,396
Convertible preferred shares, par value										$ 0.822		0.00001
Temporary equity, issuance costs										$ 100,000
Gross proceeds from conversion										20,700,000
Outstanding principal and accrued interest										$ 1,300,000
Redeemable convertible preferred stock													22,047,000	22,047,000
Issuance of redeemable convertible preferred shares			1,738,553
Issuance of redeemable convertible preferred amount			$ 1,400,000
Net convertible preferred stock redeemable amount.			$ 100,000
Series A Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)											15,997,285
Convertible preferred shares, par value											$ 0.6405	0.00001
Temporary equity, issuance costs											$ 100,000
Gross proceeds from conversion											$ 10,200,000
Redeemable convertible preferred stock													10,159,000	$ 10,159,000
Series Preferred [Member]
Stockholders' Deficit [Abstract]
Convertible preferred shares, par value												1.52993
Series Seed Redeemable Convertible Preferred Stock [Member]
Stockholders' Deficit [Abstract]
Preferred stock issued (in shares)				115,000	7,645,871
Convertible preferred shares, par value					$ 0.2485							$ 0.00001		$ 1.52993
Additional convertible preferred shares, par value					$ 0.01
Warrant liabilities					$ 30,000
Total warrant liability					1,900,000
Temporary equity, issuance costs					$ 100,000
Temporary equity additional stock issued during period shares new issues					115,000
Change in fair value of warrants				$ 30,000
Total of change in fair value of warrants				30,000
Gross proceeds from conversion				$ 1,150	$ 1,900,000							$ 30,000,000
Outstanding principal and accrued interest					$ 300,000
Redeemable convertible preferred stock													$ 2,208,000	$ 2,208,000
Issuance of redeemable convertible preferred shares					1,437,501
Issuance of redeemable convertible preferred amount					$ 400,000
Net convertible preferred stock redeemable amount.					$ 100,000
Discount on selling price					20%
Preferred stock, dividend rate												8%
Minimum [Member] | Series Preferred [Member]
Stockholders' Deficit [Abstract]
Gross proceeds from conversion												$ 30,000,000

Common Stock, Redeemable Conv_4

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

Common Stock, Redeemable Conv_5

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit), Schedule of Redeemable Convertible Preferred Stock (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2019	Dec. 31, 2018	Apr. 30, 2017	Nov. 30, 2015	Apr. 30, 2014	Jun. 21, 2013
Series E Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001
Temporary Equity, Shares Authorized	19,033,653
Temporary Equity, Liquidation Preference	$ 28,354,249
Series D Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001		$ 1.52993
Temporary Equity, Shares Authorized	14,833,942
Temporary Equity, Liquidation Preference	$ 21,222,496
Series D-2 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001
Temporary Equity, Shares Authorized	993,868
Temporary Equity, Liquidation Preference	$ 1,216,439
Series D-1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001
Temporary Equity, Shares Authorized	5,878,303
Temporary Equity, Liquidation Preference	$ 8,094,053
Series C-1 Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001			$ 1.233901
Temporary Equity, Shares Authorized	16,208,756
Temporary Equity, Liquidation Preference	$ 14,037,000
Series C Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001				$ 0.946759
Temporary Equity, Shares Authorized	21,124,700
Temporary Equity, Liquidation Preference	$ 19,999,999
Series B Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001					$ 0.822
Temporary Equity, Shares Authorized	26,914,949
Temporary Equity, Liquidation Preference	$ 22,124,088
Series A Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001						$ 0.6405
Temporary Equity, Shares Authorized	16,122,188
Temporary Equity, Liquidation Preference	$ 10,246,261
Series Seed Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.00001	$ 1.52993						$ 0.2485
Temporary Equity, Shares Authorized	9,198,372
Temporary Equity, Liquidation Preference	$ 2,285,795

Common Stock, Redeemable Conv_6

Common Stock, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit), Schedule of Changes to Conversion Prices and Ratios (Details)	Sep. 30, 2020 $ / shares	Dec. 20, 2019 $ / shares	May 31, 2018 $ / shares	Apr. 26, 2017 $ / shares	Nov. 20, 2015 $ / shares	Apr. 14, 2014 $ / shares	Jun. 21, 2013 $ / shares
Series A [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price						Nov. 20, 2015
Original Issue Price						$ 0.64
Conversion price						$ 0.32
Conversion Ratio						2
Series B [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price					Nov. 20, 2015
Original Issue Price					$ 0.822
Conversion price					$ 0.411
Conversion Ratio					2
Series C [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price				Apr. 26, 2017
Original Issue Price				$ 0.947
Conversion price				$ 0.473
Conversion Ratio				2
Series C-1 [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price			May 31, 2018
Original Issue Price			$ 1.234
Conversion price			$ 0.617
Conversion Ratio			2
Series D [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price		Dec. 20, 2019
Original Issue Price		$ 1.53
Conversion price		$ 0.765
Conversion Ratio		2
Series D-1 [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price		Dec. 20, 2019
Original Issue Price		$ 1.224
Conversion price		$ 0.612
Conversion Ratio		2
Series D-2 [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price		Dec. 20, 2019
Original Issue Price		$ 1.377
Conversion price		$ 0.688
Conversion Ratio		2
Series E [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price	Sep. 30, 2020
Original Issue Price	$ 1.862
Conversion price	$ 0.931
Conversion Ratio	2
Series Seed Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Effective Date of Conversion Price					Nov. 20, 2015		Jun. 21, 2013
Original Issue Price					$ 0.249		$ 0.249
Conversion price					$ 0.124		$ 0.249
Conversion Ratio					2		1

Common Stock, Redeemable Conv_7

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

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended		9 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2023	Aug. 03, 2022	Oct. 31, 2021	Jan. 31, 2022	Aug. 04, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted		0
Incremental compensation cost		$ 0
Stock options issued		0
Number of shares authorized	0	0
Shares awards available for outstanding under plan	7,869,050	7,869,050	8,159,377			8,159,377
RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
RSUs granted		2,827,426
2022 Incentive Equity Plan [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Percentage of increase to number of shares available for issuance	5
Increase to number of shares available for issuance	5,909,396
Shares available for issuance under plan	15,829,510	15,829,510
2022 Incentive Equity Plan [Member] | Maximum [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized			11,750,135
Term of stock-based award			10 years
2022 Incentive Equity Plan [Member] | Minimum [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based awards granted at exercise price percentage			100%
Zero Fox [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted		6,380,458
Weighted average fair value of options granted			$ 1	$ 0.6709
Share-based compensation arrangement by share-based payment award, total intrinsic value of options exercised		$ 600	$ 1,000		$ 1,700
Stock-based compensation unrecognized compensation cost		$ 4,200
Weighted average remaining period of unrecognized compensation cost to be recognized		2 years 4 months 24 days
Zero Fox [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation unrecognized compensation cost		$ 11,200
Weighted average remaining period of unrecognized compensation cost to be recognized		3 years 3 months 18 days
RSUs granted			0
Zero Fox [Member] | Maximum [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement by share-based payment award, vesting period		4 years
Zero Fox [Member] | Minimum [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement by share-based payment award, vesting period		1 year
IDX [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Options granted		1,778,919

Stock-Based Compensation, Summa

Stock-Based Compensation, Summary of Weighted-average Assumptions (Details)	6 Months Ended	12 Months Ended
	Aug. 03, 2022	Jan. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average risk-free rate	1.48%	1.42%
Weighted-average expected term of the option (in years)	6 years 25 days	6 years 21 days
Weighted-average expected volatility	38.92%	38.09%
Weighted-average dividend yield	0%	0%

Stock-Based Compensation, Sum_2

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

Stock-Based Compensation, Sum_3

Stock-Based Compensation, Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended		12 Months Ended
	Aug. 03, 2022	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022	Aug. 04, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of Shares Option Outstanding, Beginning Balance		8,159,377
Number of Shares, Granted		0
Number of Shares, Exercised		(206,476)
Number of Shares, Cancelled		(83,851)
Number of Shares Option Outstanding, Ending Balance	8,159,377	7,869,050	8,159,377
Number of Shares Option, Vested		5,772,232
Number of Shares Option, Vested and expected to vest		7,135,156
Weighted-Average Exercise Price
Weighted- Average Exercise Price, Outstanding, Beginning Balance		$ 1.536
Weighted- Average Exercise Price, Exercised		0.5952
Weighted- Average Exercise Price, Cancelled		2.9681
Weighted- Average Exercise Price, Outstanding, Ending Balance	$ 1.536	1.5454	$ 1.536
Weighted- Average Exercise Price, Vested		0.9591
Weighted- Average Exercise Price, Vested and expected to vest		$ 1.3793
Weighted-Average Remaining Contractual Term (in years)
Weighted- Average Remaining Contractual Term (Years), Outstanding	6 years 3 days	6 years 25 days
Weighted- Average Remaining Contractual Term (Years), Vested		5 years 4 months 20 days
Weighted- Average Remaining Contractual Term (Years), Vested and expected to vest		5 years 10 months 17 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding		$ 16,325			$ 17,004
Aggregate Intrinsic Value, Vested		15,359
Aggregate Intrinsic Value, Vested and expected to vest		$ 15,987
Zero Fox Predecessor [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of Shares Option Outstanding, Beginning Balance		22,285,706	21,715,815
Number of Shares, Granted			1,214,500
Number of Shares, Exercised			(392,450)
Number of Shares, Cancelled			(252,159)
Number of Shares Option Outstanding, Ending Balance	22,285,706		22,285,706	21,715,815
Number of Shares Option, Vested	14,783,495		14,783,495
Number of Shares Option, Vested and expected to vest	19,659,894		19,659,894
Weighted-Average Exercise Price
Weighted- Average Exercise Price, Outstanding, Beginning Balance		$ 0.5377	$ 0.4398
Weighted- Average Exercise Price, Granted			2.392
Weighted- Average Exercise Price, Exercised			0.2659
Weighted- Average Exercise Price, Cancelled			1.4633
Weighted- Average Exercise Price, Outstanding, Ending Balance	$ 0.5377		0.5377	$ 0.4398
Weighted- Average Exercise Price, Vested	0.266		0.266
Weighted- Average Exercise Price, Vested and expected to vest	$ 0.4662		$ 0.4662
Weighted-Average Remaining Contractual Term (in years)
Weighted- Average Remaining Contractual Term (Years), Outstanding			6 years 5 months 12 days	6 years 3 months 10 days
Weighted- Average Remaining Contractual Term (Years), Vested			5 years 4 months 28 days
Weighted- Average Remaining Contractual Term (Years), Vested and expected to vest			6 years 2 months 1 day
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding	$ 50,864		$ 50,864	$ 51,688
Aggregate Intrinsic Value, Vested	37,757		37,757
Aggregate Intrinsic Value, Vested and expected to vest	$ 46,276		$ 46,276

Stock-Based Compensation, Sum_4

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

Income Taxes - Summary of Compo

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

Income Taxes, Summary of Provis

Income Taxes, Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Current tax provision:
Foreign	$ 177	$ 106	$ 100
State and local	292	5
Total current tax expense	469	111	100
Deferred tax (benefit) expense:
Federal	(9,360)	(2,780)	(5,387)
State and local	(2,281)	(911)	(299)
Total deferred tax (benefit) expense	(11,641)	(3,691)	(5,686)
Less: change in valuation allowance	650	3,691	5,050
Net income tax (benefit) expense	$ (10,522)	$ 111	$ (536)

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Income Tax Disclosure [Line Items]
Valuation allowances	$ 700	$ 700
Liabilities for uncertain tax positions	900	900
Unrecognized tax benefits	838	838	$ 0	$ 0
Unrecognized tax benefits would impact effective tax rate	700	700
Decrease in unrecognized tax benefits		200
Accrued penalties and interest	$ 100	100
Minimum [Member]
Income Tax Disclosure [Line Items]
Tax Year Expiration Year	2033
Maximum [Member]
Income Tax Disclosure [Line Items]
Tax Year Expiration Year	2037
Federal [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	$ 145,600	145,600
Open Tax Year	2019 2020 2021 2022
NOL carryforwards subject to expiration	$ 49,600	49,600
State [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	$ 79,600	79,600
Open Tax Year	2018 2019 2020 2021 2022
NOL carryforwards subject to expiration	$ 49,500	$ 49,500

Income Taxes - Summary of Diffe

Income Taxes - Summary of Differences as Result of which Income Tax Provision Differs from Amount Computed by Applying Statutory Federal Income Tax Rate to Income (Loss) Before Income Tax (Details)	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Jan. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. statutory rate	21%	21%	21%
State taxes	0.21%	3.35%	0.77%
Goodwill impairment	(20.07%)
Transaction costs		(3.23%)
Fair value adjustments		(2.03%)
Other permanent differences	0.41%	(1.05%)	(6.61%)
Changes in valuation allowance	(0.09%)	(17.32%)	(12.96%)
Other	(0.02%)	(1.24%)	(0.83%)
Net income tax expense	1.44%	0.52%	1.37%

Income Taxes - Summary of Tempo

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

Income Taxes - Summary of Chang

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

Income Taxes - Summary of Valua

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

Related Party Transactions, Bal

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

Related Party Transactions, Cyv

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

Related Party Transactions, PIP

Related Party Transactions, PIPE Investors Notes (Details) - PIPE Investors [Member] - USD ($) $ in Millions	7 Months Ended
	Aug. 03, 2022	Jan. 31, 2023
Related Party Transaction [Line Items]
Payment-in-kind interest	$ 0.2
Principal value of related notes owed		$ 4.8

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	6 Months Ended
	Jan. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Line Items]
Contributed to plan	$ 0.1
Purchase commitment	27
ID Experts Holdings, Inc. and Subsidiary [Member]
Commitments and Contingencies Disclosure [Line Items]
Accrual of sales and use taxes	$ 1.5

Net Loss per Share Attributab_3

Net Loss per Share Attributable to Common Stockholders - Computation of Basic Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jan. 31, 2023	Aug. 03, 2022	Dec. 31, 2022	Jan. 31, 2022
Numerator [Abstract]
Net loss	$ (720,647)	$ (21,405)		$ (38,439)
Net loss per share attributable to common stockholders	$ (720,647)	$ (21,405)		$ (38,439)
Denominator [Abstract]
Weighted-average common stock outstanding (in shares)	116,862,277	43,041,209		42,073,351
Net (loss) income per share attributable to common stockholders, basic	$ (6.17)	$ (0.5)	$ (0.91)	$ (0.91)
Net (loss) income per share attributable to common stockholders, diluted	$ (6.17)	$ (0.5)	$ (0.91)	$ (0.91)

Net Loss per Share Attributab_4

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

Subsequent Events (Details)

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