ZFOX ZeroFox Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ZeroFox Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 8, 2024

		ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, Maryland 21230

Dear Stockholders:

You are cordially invited to attend a special meeting (the “Special Meeting”) of holders of common stock, par value $0.0001 per share, (“Company common stock”) of ZeroFox Holdings, Inc., a Delaware corporation (“ZeroFox” or “we”). The Special Meeting will be held on [•], 2024 at [•] [a.m./p.m.], Eastern Time (unless the Special Meeting is postponed or adjourned). ZeroFox will hold the Special Meeting virtually via a live interactive webcast at www.virtualshareholdermeeting.com/ZFOX2024SM. You will be able to listen to the Special Meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication, and cost savings for our stockholders. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” will mean virtually present at the Special Meeting.

On February 6, 2024, ZeroFox entered into an Agreement and Plan of Merger (as it may be amended, supplemented, or otherwise modified in accordance with its terms, the “merger agreement”) with ZI Intermediate II, Inc., a Delaware corporation (“Parent”), and HI Optimus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into ZeroFox, with ZeroFox surviving as a wholly-owned subsidiary of Parent (the “merger”). Parent and Merger Sub are each affiliated with Haveli Investments Software Fund I, L.P. (“Haveli Software”) and Haveli Investments Software Fund I Cayman L.P. (“Haveli Cayman” and, together with Haveli Software, the “Haveli Funds”), funds managed by Haveli Investments L.P., a private equity firm focused on the software and technology-enabled services sectors.

If the merger is completed, you will be entitled to receive $1.14 in cash, without interest and less any applicable withholding taxes, for each share of Company common stock that you own at the effective time of the merger, unless you have properly exercised and validly perfected your appraisal rights.

At the Special Meeting, you will be asked to consider and vote on: (1) a proposal to adopt the merger agreement (the “merger agreement proposal”); and (2) a proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or advisable, to permit further solicitation of proxies in the event that there are insufficient votes to adopt the merger agreement at the time of the Special Meeting (the “adjournment proposal”).

The Board of Directors of ZeroFox (the “Board of Directors”), after considering the factors more fully described in the accompanying proxy statement, and acting upon the recommendation of a special committee of the Board of Directors comprised of independent directors, has unanimously: (i) determined that it is in the best interests of ZeroFox and its stockholders, and declared it advisable, to enter into the merger agreement; (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger; and (iii) resolved to recommend that ZeroFox stockholders adopt the merger agreement and approve the merger.

The Board of Directors unanimously recommends that you vote “FOR” the merger agreement proposal and “FOR” the adjournment proposal.

The accompanying proxy statement provides detailed information about the Special Meeting and a summary of the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the merger agreement and the merger. You should carefully read and consider the entire proxy statement and its annexes, including, but not limited to, the merger agreement, as they contain important information about, among other things, the merger and how it affects you.

Whether or not you plan to attend the Special Meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote by virtual ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares of Company common stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of Company common stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions.

Your vote is very important regardless of the number of shares of Company common stock that you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Company common stock entitled to vote at the Special Meeting.

If you have any questions or need assistance voting your shares of Company common stock, please contact our proxy solicitor, Okapi Partners LLC by calling (844) 203-3605 (toll-free) and (212) 297-0720 (for banks, brokers, trustees, and other nominees) or by e-mailing at info@okapipartners.com.

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

The merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2024 and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2024.

		ZeroFox Holdings, Inc. 1834 S. Charles Street Baltimore, Maryland 21230

Notice of Special Meeting

and Proxy Statement

To our Stockholders:

ZeroFox Holdings, Inc., a Delaware corporation (the “Company,” “ZeroFox,” “we” and “our”), will hold a special meeting of stockholders (the “Special Meeting”) on [•], 2024, at [•] [a.m./p.m.], Eastern Time (unless the Special Meeting is adjourned or postponed). To provide the opportunity for participation by a broader group of stockholders and provide a consistent and convenient experience to all stockholders regardless of location, the Special Meeting will be held in a virtual-only meeting format via a live interactive webcast. Stockholders will be able to listen to the Special Meeting live, submit questions through the voting platform, and vote online. Stockholders will not be able to physically attend the Special Meeting. For purposes of attendance at the Special Meeting, all references in this notice and the accompanying proxy statement to “present in person” or “in person” will mean virtually present at the Special Meeting.

At the Special Meeting, holders (“Company stockholders”) of our outstanding shares of common stock, par value $0.0001 per share (“Company common stock”), will be asked to consider and vote upon the following proposals:

Only Company stockholders of record as of the close of business on [•], 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any postponement or adjournment thereof.

The accompanying proxy statement provides detailed information about the Special Meeting and a summary of the merger agreement and the merger. The accompanying proxy statement, including the copy of the merger agreement attached thereto as Annex A , is incorporated by reference into this notice.

The Board of Directors unanimously recommends that you vote “FOR” the merger agreement proposal and “FOR” the adjournment proposal.

Company stockholders who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the “fair value” of their shares of Company common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), if they deliver a written demand for appraisal before the vote is taken on the merger agreement proposal and comply with all the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement under the section entitled “Appraisal Rights.” Section 262 of the DGCL is reproduced in its entirety in Annex E to the accompanying proxy statement. Section 262 of the DGCL may also be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Whether or not you plan to attend the Special Meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares of Company common stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of Company common stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the merger agreement proposal and “FOR” the adjournment proposal.

Baltimore, Maryland

[•], 2024

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting. If you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the merger agreement proposal and “FOR” the adjournment proposal.

If you hold your shares of Company common stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of Company common stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your broker or other agent cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. Without your instructions, your shares of Company common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting. If a quorum is present, that will have the same effect as voting “AGAINST” the merger agreement proposal but will have no effect on the adjournment proposal, other than reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares of Company common stock from which the majority is calculated.

If you are a Company stockholder of record, voting at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares of Company common stock through a bank, broker, or other nominee, you must obtain a “legal proxy” from the bank, broker, or other nominee that holds your shares of Company common stock in order to vote at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot at the Special Meeting, your shares of Company common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a quorum is present, that will have the same effect as a vote “AGAINST” the merger agreement proposal but will have no effect on the adjournment proposal, other than reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares of Company common stock from which the majority is calculated.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the merger agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the merger and how it affects you. If you have any questions concerning the merger agreement, the merger, the Special Meeting, or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares of Company common stock, please contact our proxy solicitor:

OKAPI PARTNERS LLC

1212 Avenue of the Americas, 17^th Floor

New York, New York 10036

(844) 203-3605 (Toll-Free)

(212) 297-0720 (for banks, brokers, trustees, and other nominees)

E-mail: info@okapipartners.com.

TABLE OF CONTENTS

ii

iii

iv

1

2

3

4

5

6

7

8

9

10

11

12

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement, and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the merger agreement, along with all of the documents we refer to or incorporate by reference in this proxy statement, as they contain important information about, among other things, the merger and how it affects you. You may obtain the information incorporated herein by reference without charge by following the instructions under the section of this proxy statement entitled “Where You Can Find More Information.”

You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the merger agreement proposal and the other matters to be voted on at the Special Meeting described below under “What am I being asked to vote on at the Special Meeting?”

Even if you plan to attend the Special Meeting, to ensure that your shares of Company common stock will be represented at the Special Meeting, we encourage you to sign, date, and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

13

If you hold your shares of Company common stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of Company common stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your broker or other agent cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you hold your shares of Company common stock in “street name,” you may not vote your shares of Company common stock in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee.

Each Company public/private warrant that is unexercised and outstanding as of immediately prior to the effective time of the merger will cease to represent the right to purchase shares of Company common stock and instead represent the right, upon exercise, to receive the right to receive the merger consideration in respect of each share of Company common stock for which such Company public/private warrant was

14

exercisable immediately prior to the effective time of the merger. The exercise price for the holder of any such Company public/private warrant that properly exercises such Company public/private warrant within 30 days following the public disclosure of the closing pursuant to a current report on Form 8-K filed with the SEC will be reduced as provided in the warrant agreement governing the Company public/private warrants. Such reduced exercise price will be the amount of $1.14 minus the Black-Scholes value of a Company public/private warrant computed in accordance with the warrant agreement governing the Company public/private warrants.

Each Company Stifel warrant will be cancelled for no consideration as of the effective time of the merger.

Each vested Company Option that is outstanding as of immediately prior to the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be deemed exercised on a cashless basis and exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such vested Company Option, by (y) the total number of shares of Company common stock underlying such vested Company Option.

Each unvested Company Option that is outstanding as of immediately prior to the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such unvested Company Option, by (y) the total number of shares of Company common stock underlying such unvested Company Option. Such resulting amount will vest and become payable at the same time that the unvested Company Option from which such resulting amount was converted would have vested pursuant to its terms, and will otherwise remain subject to substantially the same terms and conditions as were applicable to such Company Option immediately prior to the effective time of the merger.

All options with a per-share exercise price equal to or greater than the per share merger consideration will be cancelled for no consideration as of the effective time of the merger.

Each Company RSU that is outstanding as of immediately prior to the effective time of the merger and that is either held by a non-employee member of the Board or vested in accordance with its terms as of the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the total number of shares of Company common stock underlying the Company RSU, by (y) $1.14.

Each Company RSU that is outstanding as of immediately prior to the effective time of the merger and that is either not held by a non-employee member of the Board or unvested as of the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the total number of shares of Company common stock underlying such Company RSU, by (y) $1.14. Such resulting amount will vest and become payable at the same time that the unvested Company RSU from which such resulting amount was converted would have vested pursuant to its terms, and will otherwise remain subject to substantially the same terms and conditions as were applicable to such award immediately prior to the effective time of the merger.

15

If the merger agreement is terminated, under specified circumstances, ZeroFox will be required to pay Parent a termination fee of $5,261,750 in cash or will be entitled to receive a termination fee of $10,000,000 from Parent as described in the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

Your shares of Company common stock are counted as present at the Special Meeting if you are present and vote in person at the Special Meeting or if you have properly submitted a proxy. Shares of Company common stock of beneficial owners who hold such shares in “street name” through a bank, broker, trust, or other nominee and who fail to give voting instructions to their bank, broker, trust, or other nominee will not be counted towards a quorum. Beneficial owners who virtually attend the Special Meeting will not count towards a quorum unless they instruct their bank, broker, or other nominee how to vote or hold a legal proxy executed by their bank, broker, trust, or other nominee. With respect to a Company stockholder who is present in person or represented by proxy at the Special Meeting and who abstains, such Company stockholder’s abstention will be counted in connection with the determination of whether a quorum is present. We do not expect any “broker non-votes” at the Special Meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present.

16

We currently expect that all directors and executive officers of the Company, including non-director executive officers who are not party to the voting agreements (and who beneficially own [4,928,654] shares of the Company common stock, or approximately [3.8]% of the shares of Company common stock issued and outstanding as of the Record Date), will vote their shares of Company common stock “FOR” each of the proposals to be presented at the Special Meeting. For more information regarding the voting agreements and security ownership of directors and executive officers of the Company, see the sections of this proxy statement entitled “The Voting Agreements” and “Security Ownership of Certain Beneficial Owners and Management.”

17

18

19

If your shares of Company common stock are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares of Company common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker, or other nominee who is considered, with respect to those shares, to be the Company stockholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote your shares of Company common stock by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the Company stockholder of record, you may not vote your shares of Company common stock at the Special Meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Company common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares of Company common stock, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares of Company common stock by proxy prior to the Special Meeting. If you are a record holder or if you obtain a “legal proxy” to vote shares of Company common stock that you beneficially own, you may still vote your shares of Company common stock by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote by virtual ballot, your previous vote by proxy will not be counted.

If your shares of Company common stock are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting form provided by your bank, broker, or other nominee, or, if such a service is provided by your bank, broker, or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker, or other nominee, you should follow the instructions on the voting form provided by your bank, broker, or nominee.

If you hold your shares of Company common stock as a record holder, you may change or revoke your proxy in any one of the following ways:

20

Your latest-dated proxy card, Internet, or telephone vote is the one that is counted.

If your shares of Company common stock are held in the name of a bank, broker, or other nominee, you may change your voting instructions by following the instructions of your bank, broker, or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares of Company common stock represented by your properly signed proxy will be voted: (1) “FOR” the merger agreement proposal and (2) “FOR” the adjournment proposal.

You may receive more than one (1) set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Company common stock in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company common stock. If you are a Company stockholder of record and your shares of Company common stock are registered in more than one (1) name, you will receive more than one (1)  proxy card. Please vote in the manner described under the section of this proxy statement entitled “Questions and Answers—How do I vote?” for each account to ensure that all of your shares of Company common stock are voted.

21

For a more complete description of the U.S. federal income tax consequences of the merger, see the section of this proxy statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

22

For a description of the interests of ZeroFox’s directors and executive officers in the merger, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

23

FORWARD-LOOKING STATEMENTS

This proxy statement, any document to which ZeroFox refers in this proxy statement and information included in oral statements or other written statements made or to be made by ZeroFox or on ZeroFox’s behalf, contain forward-looking statements. Such forward-looking statements include statements relating to ZeroFox’s strategy, goals, future focus areas, and the value of the proposed transaction to Company stockholders. These forward-looking statements are based on ZeroFox management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or similar expressions and the negatives of those terms. ZeroFox has based the forward-looking statements contained in this proxy statement primarily on its current expectations and projections, in light of currently available information, about future events and trends that it believes may affect ZeroFox’s business, financial condition, results of operations and prospects. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements, expressed or implied by the forward-looking statements, including, but not limited to, the following:

If any of these risks or uncertainties materialize, or if any of ZeroFox’s assumptions prove incorrect, ZeroFox’s actual results could differ materially from the results expressed or implied by these forward-looking statements. In addition, other unpredictable or unknown factors not discussed in this document could also have material adverse effects on forward-looking statements. ZeroFox expressly qualifies in their entirety all forward-looking statements attributable to either ZeroFox or any person acting on ZeroFox’s behalf by the cautionary statements contained or referred to in this proxy statement. All information provided in this proxy statement is as of the date of this proxy statement and ZeroFox undertakes no duty to update this information except as required by law.

24

PARTIES INVOLVED IN THE MERGER

ZeroFox Holdings, Inc.

ZeroFox is an enterprise software-as-a-service leader in external cybersecurity. We have redefined security outside the corporate perimeter on the internet, where businesses operate, and threat actors thrive. The ZeroFox platform combines advanced AI analytics, digital risk and privacy protection, full-spectrum threat intelligence, and a robust portfolio of breach, incident and takedown response capabilities to expose and disrupt phishing and fraud campaigns, botnet exposures, credential theft, impersonations, data breaches, and physical threats that target customers’ brands, domains, people, and assets. Customers include some of the largest public sector organizations as well as finance, media, technology and retail companies. Customers use ZeroFox to stay ahead of adversaries and address the entire lifecycle of external cyber risks.

Our principal executive offices are located at 1834 S. Charles Street, Baltimore, Maryland 21230, and our telephone number is (855) 936-9369. The Company common stock is listed on The Nasdaq Global Market under the symbol “ZFOX.” The Company public warrants are listed on The Nasdaq Capital Market under the symbol “ZFOXW.”

ZI Intermediate II, Inc.

Parent was formed on January 26, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity and debt financing in connection with the merger. The principal executive offices of Parent are located at 405 Colorado St., Suite 1600, Austin, Texas 78701, and its telephone number is (512) 809-9092.

HI Optimus Merger Sub, Inc.

Merger Sub is a wholly-owned subsidiary of Parent and was formed on January 26, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger. The principal executive offices of Merger Sub are located at 405 Colorado St., Suite 1600, Austin, Texas 78701, and its telephone number is (512) 809-9092.

Parent and Merger Sub are each affiliated with the Haveli Funds, which are private equity funds managed by Haveli. Haveli is an Austin-based private equity firm that seeks to invest in the highest quality companies in the technology sector through control, minority, or structured equity and debt investments with a focus on software, data, gaming, and adjacent industries. The firm seeks to partner with innovative companies, entrepreneurs, and management teams throughout a company’s life cycle.

In connection with the transactions contemplated by the merger agreement, the Haveli Funds have committed to make equity contributions to Parent at the closing on the terms and subject to the conditions set forth in the Equity Commitment Letter. The amounts committed under the Equity Commitment Letter will be sufficient to fund the aggregate merger consideration and the other payments contemplated by the merger agreement to be paid at the closing. In addition, the Haveli Funds have guaranteed payment of the termination fee payable by Parent and certain costs of enforcement and interest on the termination fee not exceeding $1.5 million and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by ZeroFox, as specified in the Limited Guarantee and the merger agreement. The terms of the financing of the merger and the limited guarantee are further described in detail under the sections of this proxy statement entitled “The Merger—Financing of the Merger” and “The Merger—Limited Guarantee.”

25

THE SPECIAL MEETING

We are furnishing this proxy statement to Company stockholders in connection with the solicitation of proxies by the Board for use at the Special Meeting and at any postponements or adjournments thereof. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares of Company common stock.

Date, Time and Place

The Special Meeting will be held on [•], 2024 at [•] [a.m./p.m.], Eastern Time. You may attend the Special Meeting via a live interactive webcast on the Internet by visiting the virtual meeting website at www.virtualshareholdermeeting.com/ZFOX2024SM. You will be able to listen to the Special Meeting live and vote online. You will need the 16-digit control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares of Company common stock).

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on the following proposals:

Recommendation of the Board

Upon the recommendation of the Special Committee, the Board of Directors has unanimously: (i) determined that it is in the best interests of ZeroFox and its stockholders, and declared it advisable, to enter into the merger agreement; (ii) authorized and approved the execution, delivery, and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger; and (iii) resolved to recommend that Company stockholders adopt the merger agreement and approve the merger.

Please also see the notice regarding ratification under Section  204 of the DGCL in the section of this proxy statement entitled “The Merger—Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law.”

The Board of Directors unanimously recommends that you vote “FOR” the merger agreement proposal; and “FOR” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger.”

Attending the Special Meeting

The Special Meeting will begin on [•], 2024 at [•] [a.m./p.m.], Eastern Time. Online check-in will begin a few minutes prior to the Special Meeting. We encourage you to access the Special Meeting prior to the start time. As the Special Meeting is virtual, there will be no physical meeting location. To attend the Special Meeting, log in at www.virtualshareholdermeeting.com/ZFOX2024SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares of Company common stock). If you encounter technical difficulties accessing the Special Meeting or during the Special Meeting, a support line will be available on the login page of the virtual meeting website.

Once online access to the Special Meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the virtual meeting website in accordance with the rules for the Special Meeting. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the Special Meeting.

26

Record Date; Shares Entitled to Vote

Only the holders of shares of Company common stock of record as of the close of business on [•], 2024, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting and any postponement or adjournment thereof.

Quorum

A quorum is the minimum number of shares of Company common stock required to be present at the Special Meeting for it to be properly held under our bylaws and the DGCL. Pursuant to our bylaws, the holders of a majority of the voting power of shares of Company common stock issued and outstanding and entitled to vote as of the Record Date, present in person or represented by proxy, will constitute a quorum at the Special Meeting.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote at the Special Meeting is required to adopt the merger agreement. As of the Record Date, [•] shares of Company common stock constitute a majority of the outstanding shares of Company common stock. Adoption of the merger agreement by Company stockholders is a condition to the closing.

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of the Company common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present.

If a Company stockholder abstains from voting, that abstention will have the same effect as if a Company stockholder voted “AGAINST” the merger agreement proposal and the adjournment proposal. Each “broker non-vote” will also count as a vote “AGAINST” the merger agreement proposal but will have no effect on the adjournment proposal, other than reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares of Company common stock from which the majority is calculated.

A so-called “broker non-vote” results when banks, brokers, and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares of Company common stock.

ZeroFox does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Company common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of Company common stock will have the same effect as a vote “AGAINST” the merger agreement proposal.

Voting by Company Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned, in the aggregate, [16,525,237] shares of Company common stock, representing approximately [12.8]% of the shares of Company common stock outstanding on the Record Date. For more information regarding the security ownership of directors and executive officers of the Company, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

On February 6, 2024, in connection with the execution of the merger agreement, all our directors (including James C. Foster, who is also our Chief Executive Officer), solely in their capacity as stockholders of the Company, entered into voting agreements. A form of voting agreement is attached to this proxy statement as Annex C. Pursuant to the voting agreements, each covered stockholder agreed, among other things and subject to certain conditions, to vote his or her shares of Company common stock in favor of the adoption of the merger agreement and certain other matters. As of the Record Date, the covered stockholders beneficially owned an aggregate of [11,596,583] shares of Company common stock or approximately [9.3]% of the then-outstanding shares of Company common stock. For more information regarding the voting agreement, see the section of this proxy statement entitled “The Voting Agreements.”

27

We currently expect that all directors and executive officers of the Company, including non-director executive officers who are not party to the voting agreements, will vote their shares of Company common stock “FOR” each of the proposals to be presented at the Special Meeting.

The Company’s current and former directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. For more information, see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger .”

Voting of Proxies

If your shares of Company common stock are registered in your name with our transfer agent, Continental, you may cause your shares of Company common stock to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of Company common stock according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually at the Special Meeting, you will be given a virtual ballot at the Special Meeting. If your shares of Company common stock are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting. If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares of Company common stock represented by properly signed and dated proxies received in time for the Special Meeting will be voted on at the Special Meeting in accordance with the instructions of the Company stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the merger agreement proposal and (2) “FOR” the adjournment proposal.

If your shares of Company common stock are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting form provided by your bank, broker, or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker, or other nominee by following the instructions on the voting form provided by your bank, broker, or other nominee. If you do not return your bank’s, broker’s, or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker, or other nominee, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the merger agreement proposal and will not have any effect on the adjournment proposal, other than reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares of Company common stock from which the majority is calculated.

Revocation of Proxies

You may change or revoke your previously-submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting virtually, at the Special Meeting before the polls close.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

28

Your latest-dated proxy card, Internet, or telephone vote is the one that is counted.

If your shares are held in the name of a bank, broker, or other nominee, you may change your voting instructions by following the instructions of your bank, broker, or other nominee.

Solicitation of Proxies

The expenses of soliciting proxies will be paid by ZeroFox. ZeroFox has retained Okapi to assist in soliciting proxies for a fee of up to $10,000, plus costs and expenses. ZeroFox and its agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers, and other employees, without additional compensation, and employees of Okapi may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. ZeroFox will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares of Company common stock and to request authority for the exercise of proxies. In such cases, ZeroFox, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the Internet, you are responsible for any Internet access charges you may incur.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by Company stockholders of the merger agreement proposal, we anticipate that the merger will be consummated in the first half of 2024.

Appraisal Rights

If the merger is consummated, Company stockholders who continuously hold shares of Company common stock through the effective time of the merger, who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares of Company common stock prior to the taking of the vote on the merger and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares of Company common stock in connection with the merger under Section 262 of the DGCL. This means that Company stockholders who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares of Company common stock appraised by the Delaware Court and receive payment in cash of the “fair value” of their shares of Company common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest to be paid on the amount determined to be “fair value,” if any, (or in certain circumstances described in further detail in the section of this proxy statement entitled “The Merger—Appraisal Rights,” on the difference between the amount determined to be the “fair value” and the amount paid by the surviving corporation in the merger to each Company stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Company stockholders who wish to seek appraisal of their shares of Company common stock are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the “fair value” of their shares of Company common stock as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the merger consideration of $1.14 per share that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares of Company common stock.

29

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to ZeroFox before the vote is taken on the merger agreement proposal; (ii) not submit a proxy or otherwise vote in favor of the merger agreement proposal; (iii) continue to hold your shares of Company common stock of record through the effective time of the merger; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court will dismiss appraisal proceedings in respect of the merger unless certain stock ownership conditions are satisfied by Company stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement entitled “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex E to this proxy statement and incorporated herein by reference. If you hold your shares of Company common stock through a bank, brokerage firm, or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Adjournments or Postponements

Although it is not currently expected, the Special Meeting may be postponed or adjourned, subject to the terms of the merger agreement, if necessary or advisable, including for the purpose of soliciting a sufficient number of proxies in favor of the merger agreement proposal for such proposal to receive the Company stockholder approval. In the event that a sufficient number of shares of Company common stock is present or represented, in person or by proxy, and voted in favor of the merger agreement proposal at the Special Meeting such that the Company stockholder approval is obtained, the Company does not anticipate that it will adjourn or postpone the Special Meeting.

In accordance with our bylaws, our Board may postpone or reschedule any previously scheduled Special Meeting at any time, before or after the notice for such meeting has been sent to the stockholders. If a quorum is not present in person or represented by proxy at the Special Meeting, the chairperson of the Special Meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the Special Meeting, without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the Special Meeting. At any subsequent reconvening of the Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Special Meeting. Any adjournment or postponement of the Special Meeting will allow Company stockholders who have already sent in their proxies to revoke them at any time before their use at the Special Meeting that was postponed or postponed.

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for notices or proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single notice or proxy statement and annual report addressed to those stockholders. This process is commonly referred to as “householding.” This process benefits both stockholders and ZeroFox because it can significantly reduce our printing and mailing costs and eliminates unnecessary mailings delivered to your home. It also helps the environment by conserving natural resources.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of the proxy materials, please notify your bank, broker, or other nominee and contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. The same phone number and addresses may be used to request delivery of a single copy of our proxy materials if you are receiving multiple copies.

In addition, we will promptly deliver, upon written or oral request, a separate copy of the proxy materials to a Company stockholder at a shared address to which a single copy of the documents was delivered. If you wish to receive a separate copy of the proxy materials please contact our Corporate Secretary at the Company’s address, ZeroFox Holdings, Inc., 1834 S. Charles Street, Baltimore, Maryland 21230 or via telephone at (855) 936-9369.

30

Other Matters

Pursuant to our amended and restated bylaws, any business transacted at any special meeting of stockholders is limited to the matters stated in the notice of the meeting, as properly brought before the meeting by or at the direction of our Board, Chairperson, Chief Executive Officer, or President. Therefore, there will be no other matters to be voted on at the Special Meeting.

Questions and Additional Information

If you have any questions concerning the merger, the Special Meeting, or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Company common stock, please contact our proxy solicitor:

OKAPI PARTNERS LLC

1212 Avenue of the Americas, 17^th Floor

New York, New York 10036

(844) 203-3605 (Toll-Free)

(212) 297-0720 (for banks, brokers, trustees and other nominees)

E-mail: info@okapipartners.com

31

PROPOSAL 1: MERGER AGREEMENT PROPOSAL

We are asking you to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

Vote Required and Board of Directors Recommendation

The adoption of the merger agreement requires the affirmative vote of the holders of the majority of the outstanding shares of Company common stock entitled to vote on the matter. If you (i) abstain from voting, (ii) fail to cast your vote, in person or by proxy, or (iii) fail to give voting instructions to your brokerage firm, bank, trust, or other nominee, it will have the same effect as a vote “AGAINST” the merger agreement proposal.

The Board unanimously recommends a vote “FOR” the merger agreement proposal.

32

PROPOSAL 2: ADJOURNMENT PROPOSAL

We are asking you to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or advisable, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the merger agreement proposal. If Company stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from Company stockholders that have previously returned properly executed proxies voting against the merger agreement proposal. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against the merger agreement proposal such that the merger agreement proposal would be defeated, we could adjourn the Special Meeting without a vote on the merger agreement proposal and seek to convince the holders of those shares of Company common stock to change their votes to votes in favor of the merger agreement proposal. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present at the Special Meeting or otherwise at the discretion of the chairman of the Special Meeting without a vote of the Company stockholders.

Vote Required and Board of Directors Recommendation

The approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the matter, provided a quorum is present. Accordingly, assuming a quorum is present (i) a failure to vote in person or by proxy at the Special Meeting will have no effect on the outcome of the adjournment proposal, other than reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares of Company common stock from which the majority is calculated, (ii) broker “non-votes” (if any) will have no effect on the outcome of the adjournment proposal, other than reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares of Company common stock from which the majority is calculated, and (iii) abstentions will be counted as votes “AGAINST” the adjournment proposal.

The Board unanimously recommends that you vote “FOR” the adjournment proposal.

33

THE MERGER

Overview

The Company is seeking the adoption by Company stockholders of the merger agreement. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. Upon the recommendation of the Special Committee, the Board has unanimously (i) determined that it is in the best interests of ZeroFox and its stockholders, and declared it advisable, to enter into the merger agreement; (ii) authorized and approved the execution, delivery, and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger; and (iii) resolved to recommend that Company stockholders adopt the merger agreement and approve the merger.

Background of the Merger

On August 3, 2022, the Company consummated the business combination as contemplated by the Business Combination Agreement, dated as of December 17, 2021, with L&F Acquisition Corp., a special purpose acquisition company (“L&F”), and ID Experts Holdings, Inc. (the “De-SPAC Merger”) and the Company common stock began trading on The Nasdaq Global Market.

Following the De-SPAC Merger, as part of the Board’s ongoing oversight of the Company’s business, the Board and the Company’s management regularly reviewed and evaluated the Company’s business and long-term strategy, competitive position, historical performance, future prospects and other opportunities to increase stockholder value. As part of these reviews, the Board and Company management considered, from time to time, potential financial and strategic alternatives to maximize stockholder value, along with the potential benefits and risks of such alternatives. In particular, the Board and management considered the Company’s options to address the August 2025 maturity date of the Notes given market conditions for convertible debt and other financing options and the continued downward pressure in the trading price of the Company common stock since the De-SPAC Merger.

On August 30, 2023, at the Board’s regularly-scheduled in person quarterly meeting, the Board directed the Company’s management to contact prospective investment banks with the goal of engaging a financial advisor to assist the Board in reviewing the Company’s potential strategic alternatives to maximize stockholder value.

During the month of September 2023, the Company’s management interviewed and considered seven investment banks as potential financial advisors to the Company.

On September 8, 2023, James C. Foster, the Company’s Chief Executive Officer, met with a representative of a financial sponsor (referred to herein as “Financial Sponsor F”) to discuss a potential strategic investment in the Company.

On September 20, 2023, Mr. Foster met with representatives of a financial sponsor (referred to herein as “Financial Sponsor G”) to discuss potential strategic opportunities with the Company.

On October 2, 2023, the Board held a meeting by videoconference with members of the Company’s management, and representatives of Piper Sandler, a financial advisor under consideration by the Board, and Venable LLP (“Venable”), the Company’s outside legal counsel, in attendance. At the meeting, representatives of Piper Sandler provided an overview of potential financial and strategic alternatives available to the Company, as well as Piper Sandler’s capabilities in assisting the Company in evaluating such alternatives. Representatives of Piper Sandler also presented to the Board on (i) market and industry dynamics, generally, and with respect to access to debt or equity capital, (ii) the Company’s business, (iii) M&A activity in the software and technology industries, (iv) Piper Sandler’s preliminary analysis of potential strategic acquirors and financial sponsors who could be contacted in connection with various strategic alternatives available to the Company and (v) a preliminary valuation analysis of the Company. Following Piper Sandler’s presentation, representatives of Venable reviewed with the Board its fiduciary duties under Delaware law, including in the context of considering financial and strategic alternatives, and discussed certain practical considerations for the Board in overseeing a strategic alternatives review process.

34

At the October 2, 2023 meeting, the Board discussed the formal engagement of Piper Sandler as the Company’s financial advisor in connection with the Board’s review of strategic alternatives, noting Piper Sandler’s extensive knowledge of the industry in which the Company operates, knowledge of the Company’s services business, and experience advising cybersecurity companies in connection with various potential financial and strategic transactions. On the basis of these considerations, at the October 2, 2023 meeting, the Board authorized the Company to engage Piper Sandler, which engagement was memorialized in a signed engagement letter later that day. The Board instructed the Company’s management and Piper Sandler to initiate the strategic alternatives review process (the “process”). At the meeting, the Board also discussed potentially establishing a special committee of the Board in connection with the Board’s consideration of pursuing a potential transaction, (i) in light of the administrative expediency of having a smaller group of directors assist with the process and (ii) to address any potential conflicts of interest or potential appearances of conflicts of interest that could arise among Company management or members of the Board, on the one hand, and potential counterparties, on the other hand, in any transaction that could develop as a result of the process.

On October 5, 2023, members of the Company’s management met with three executives from a portfolio company of Financial Sponsor G to discuss and evaluate a potential transaction, which meeting stemmed from the meeting between Financial Sponsor G and Mr. Foster in late September 2023.

On October 6, 2023, the Board adopted resolutions forming the Special Committee, consisting of three independent directors, to, among other things, evaluate and review potential strategic alternatives to maximize value for the Company’s stockholders and to make a recommendation to the Board regarding any approval thereof. The Special Committee was also delegated the power to recommend to the Board that pursuing a strategic transaction was not advisable. The Board appointed Mr. Headley, Mr. Hooper and Ms. Shea to the Special Committee. The Board reserved the right to revisit the composition of the Special Committee in the event that any of the members of the Special Committee were, in the future, deemed to be no longer independent or disinterested with respect to a prospective counterparty or potential transaction.

On October 10, 2023, the Special Committee held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler in attendance to discuss the Notes and the debt markets generally. For a number of reasons, including continued downward pressure in the trading price of the Company common stock following the De-SPAC Merger, then-prevailing interest rates, other terms in the convertible debt market and the Company’s debt-to-equity ratio, the Special Committee and the Company’s management recognized that a re-negotiation or refinancing of the Notes was unlikely to be an attractive option at that time.

On October 10, 2023 and October 11, 2023, at the direction of the Board, members of the Company’s management met in person with representatives of Piper Sandler to begin to prepare a formal management presentation for potential bidders and a financial model for the Company, including financial projections for fiscal years 2024 through 2026.

35

On October 11, 2023, Thomas P. FitzGerald, the Company’s General Counsel, distributed a memorandum to members of the Board describing the procedures to be followed in connection with the process. This memorandum described, among other things, the role of the Special Committee, cooperation by management, and the importance of avoiding any conflicts of interest and maintaining confidentiality. On October 12, 2023, Mr. FitzGerald distributed to, and discussed this same memorandum with, executive officers of the Company.

On October 11, 2023, one member of the Special Committee, members of the Company’s management, representatives of Piper Sandler and representatives of ICR, the Company’s outside investor relations firm, met by videoconference to discuss public relations and strategy for maximizing stockholder value in connection with the process.

On October 13, 2023, the Special Committee held a meeting by videoconference with members of management and representatives of Piper Sandler and Venable in attendance. At the meeting, representatives of Piper Sandler provided an overview of its recommended process for consideration of strategic alternatives, including an initial list of potentially interested transaction parties and a proposed timeline of the process. Timothy S. Bender, the Company’s Chief Financial Officer, presented a draft financial model to the Special Committee, which had been distributed to the Special Committee in advance of the meeting. Following this discussion, the Special Committee asked questions and provided feedback on the financial model. The Special Committee then directed management to share a revised draft of the model with the full Board after updating the model to reflect the Special Committee’s feedback. A representative of Venable reviewed the delegation of authority granted by the Board to the Special Committee, including the power to hire its own advisors, and the importance of being mindful of issues that could give rise to a conflict of interest in connection with any transaction. The Special Committee determined that there was no need for it to engage its own advisors because the potential transactions under consideration did not raise a conflict of interest. The Special Committee directed Piper Sandler to begin its outreach to strategic and financial parties included in the initial list of potential parties who might be interested in a strategic transaction with the Company consistent with the timeline discussed at the meeting.

On October 16, 2023, the Board held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler and Venable in attendance. At the meeting, representatives of Piper Sandler provided an overview of potential strategic alternatives available to the Company, including, among others, (i) a strategic transaction that could result in a change of control of the Company and (ii) amending and extending the maturity date of the Notes or otherwise refinancing the Notes with new financing sources. Representatives of Piper Sandler noted that the strategic transaction marketing process would likely have a longer timeline than exploring refinancing opportunities for the Notes and that a re-negotiation or refinancing of the Notes was unlikely to be an attractive option. Accordingly, the Special Committee determined to focus on the strategic transaction process in the first instance. Representatives of Piper Sandler then reviewed a preliminary list of potential parties to be included in the strategic transaction outreach and a preliminary timeline for the process. Representatives of Piper Sandler noted that, at the direction of the Special Committee, it had

36

begun the process of contacting parties who might be interested in a strategic transaction with the Company and that the negotiation and execution of confidentiality agreements with such parties were in process. Mr. Bender presented management’s financial model, which incorporated the comments received from the Special Committee at its October 13, 2023 meeting, to the Board. The Board reviewed and discussed the financial model and provided feedback to Company management. Representatives of Venable also again reviewed with the Board its fiduciary duties under Delaware law. The Board also met in executive session with representatives of Venable and without the presence of Company management or representatives of Piper Sandler to discuss the financial model and the process.

Following the October 16, 2023 Board meeting, Piper Sandler continued to contact financial sponsors and potential strategic acquirors, indicating that the Company was prepared to enter into a confidentiality agreement with each such party to enable the party to receive access to due diligence materials and potentially submit a proposal for a potential transaction with the Company. Representatives of Piper Sandler and the Company continued the process of negotiating and executing confidentiality agreements with these potential counterparties over the course of the next several weeks. A total of 29 parties executed confidentiality agreements with the Company, including, among others, Financial Sponsor A, Financial Sponsor B, Financial Sponsor C, Financial Sponsor D, Financial Sponsor E, Financial Sponsor F, Financial Sponsor G and Financial Sponsor H. Each confidentiality agreement contained customary nondisclosure, nonuse and non-solicit provisions and a customary standstill provision that prohibited the counterparty from, among other things, offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies, in each case without the prior consent of the Company. The standstill provisions of each confidentiality agreement also included a “don’t ask, don’t waive” provision prohibiting the counterparty from requesting that the Company release the counterparty from its “standstill” restrictions, which standstill provisions terminated upon the Company’s entry into the merger agreement with Haveli.

On October 18, 2023, the Board adopted resolutions by unanimous consent approving the revised financial model (the “October 2023 Projections”) prepared by Company management with assistance from Piper Sandler, which was to be shared with potential counterparties as part of the process.

Beginning on October 20, 2023, the Company made available due diligence materials, including a management presentation and financial data of the Company, through a virtual data room to parties who had entered into a confidentiality agreement with the Company.

On October 24-25, 2023, members of the Company’s management held management presentations by videoconference with representatives of (i) a financial sponsor (referred to herein as “Financial Sponsor D”), (ii) Financial Sponsor G, along with representatives of Financial Sponsor G’s portfolio company in the software security and services business, (iii) Financial Sponsor F and (iv) a financial sponsor (referred to herein as “Financial Sponsor H”).

Also on October 25, 2023, the Special Committee held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler in attendance. At the meeting, representatives of Piper Sandler provided an update regarding the process, including the potential transaction parties contacted and those that had executed confidentiality

37

agreements with the Company to date, the expected timeline for management presentations to be made to such parties, preliminary feedback about the Company provided to Piper Sandler by certain parties and the current economic environment and market for strategic transactions. Company management also summarized management presentations made prior to the October 25, 2023 Special Committee meeting to two prospective transaction parties that had entered into confidentiality agreements with the Company.

On October 30 and 31, 2023, at the Special Committee’s direction, members of the Company’s management held management presentations by videoconference with (i) representatives of a financial sponsor (referred to herein as “Financial Sponsor B”), along with representatives of Financial Sponsor B’s portfolio company in the data analytics and software business, and (ii) a financial sponsor (referred to herein as “Financial Sponsor E”).

On November 1, 2023, the Special Committee held a meeting by videoconference with members of the Company’s management in attendance. The Company’s management provided an update regarding the process and the management presentations conducted to date.

Between November 1, 2023 and November 9, 2023, also at the Special Committee’s direction, members of the Company’s management held management presentations by videoconference with representatives of eleven other financial sponsors and potential strategic acquirors, including Financial Sponsor B and another financial sponsor (referred to herein as “Financial Sponsor A”).

On November 6, 2023, the Company announced via a Current Report on Form 8-K filed with the SEC that it had received a letter, dated November 1, 2023, from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, for the 30 consecutive business days prior to the date of such letter, the closing bid price for the Company common stock was below the $1.00 per share requirement for continued listing on The Nasdaq Global Market, and that the Company would have 180 calendar days, or until April 29, 2024, to regain compliance with the bid price requirement or be subject to possible delisting.

On November 8, 2023, the Special Committee held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler and Venable in attendance. At the meeting, representatives of Piper Sandler presented an update on the process, noting in particular that (i) Piper Sandler had contacted 43 financial sponsors and potential strategic acquirors to date, (ii) 16 management presentations had been held to date and (iii) feedback regarding the Company was being solicited from potential bidders. Representatives of Piper Sandler provided an update on a proposed timeline for requesting initial indications of interest from potential bidders. The Special Committee and representatives of Piper Sandler also discussed the due diligence on the Company provided to and conducted by financial sponsors and potential strategic acquirors, including financial diligence, separability of the software platform and breach response services businesses, M&A strategy, growth opportunities, go-to-market strategy and sustainability of the Company’s cash flows. The Special Committee also met in executive session without the Company’s management or representatives of Piper Sandler and Venable to discuss the process.

38

Also on November 9, 2023, representatives of Piper Sandler updated members of the Company’s management and the Special Committee on its outreach to financial sponsors and strategic acquirors, including that, as of such date, a total of 44 parties had been contacted, 20 parties had signed a confidentiality agreement and had been provided access to the virtual data room and that 17 management presentations had been held. Representatives of Piper Sandler also summarized the activity in the virtual data room and noted that a product demonstration by management was scheduled with Financial Sponsor H for the following week.

At the Special Committee’s direction and based on Piper Sandler’s recommendation, on November 10, 2023, Piper Sandler sent bid letters to certain financial sponsors and strategic acquirors, including, among others, Financial Sponsor A, Financial Sponsor B, a financial sponsor (referred to herein as “Financial Sponsor C”), Financial Sponsor D, Financial Sponsor E, Financial Sponsor F and Financial Sponsor H, requesting that these parties provide a preliminary indication of interest in acquiring the Company by November 22, 2023. In order for the Special Committee to evaluate the proposals on a comparable basis, parties were requested to submit bids to acquire the entire Company, rather than a portion of the Company’s businesses.

On November 15, 2023, members of the Company’s management held a management presentation by videoconference with representatives of a financial sponsor that had received a bid letter. Also, on November 15, 2023, bid letters were sent to Financial Sponsor G and a strategic acquiror, requesting that these parties provide a preliminary indication of interest in acquiring the Company by November 22, 2023. Neither Financial Sponsor G nor this strategic acquiror submitted an indication of interest to acquire the Company.

On November 17, 2023, members of the Company’s management hosted a product demonstration with Financial Sponsor H and separately held a management presentation by videoconference with representatives of a different financial sponsor that had a portfolio company in the cybersecurity software business. This different financial sponsor received a bid letter, but did not submit an indication of interest to acquire the Company.

Also on November 17, 2023, the Special Committee held a meeting by videoconference with all other members of the Board, members of the Company’s management and representatives of Piper Sandler and Venable in attendance. At the meeting, representatives of Piper Sandler provided an update on the process, noting that it sent out 23 bid letters to financial sponsors and potential strategic acquirors, requesting initial indications of interest in acquiring the Company by November 22, 2023, and that roughly half of those parties who received bid letters were engaged in ongoing diligence efforts. Members of the Board and representatives of Piper Sandler discussed the status of the process and feedback from various parties in the process, including that several parties had indicated a desire to separate the Company’s software platform and breach response services businesses. Representatives of Piper Sandler also noted that although the Company was generating strong interest from software investors, interest from potential strategic acquirors was limited due, in part, to the added complexity and risk associated with the breach response services business. Company management and members of the Special Committee discussed the benefits and risks of announcing via a press release that the Company was conducting a review of strategic alternatives. After such discussion, the Special Committee determined that such a press release at the time was not in the best interests of the Company or its stockholders due to, among other things, the breadth of the strategic alternatives outreach and

39

the fact that the risks to the Company’s business outweighed the potential benefits. Management also noted that it expected the Company’s contract with the U.S. Office of Personnel Management (the “OPM contract”) to be extended for an additional six months through June 30, 2024 and that the OPM contract rebid process was underway. The Special Committee also met in executive session without the presence of representatives of Piper Sandler to discuss the process.

Between November 24, 2023 and November 28, 2023, Piper Sandler received written indications of interest to acquire the Company from each of Financial Sponsor A, Financial Sponsor B, Financial Sponsor C and Financial Sponsor D and two verbal indications of interest from Financial Sponsor E and Financial Sponsor F, each of which indications of interest were reviewed with the Board at its November 28, 2023 meeting. One of the parties who submitted a written indication of interest, Financial Sponsor B, was a private investment firm with a portfolio company in the data analytics and software business. Each of the other parties that submitted a written or verbal indications of interest was a private equity or other type of investment firm. Piper Sandler was also in contact with other parties in the process to whom a bid letter had been sent that indicated they were still considering the submission of an indication of interest to acquire the entire Company at that time. Financial Sponsor H never submitted an indication of interest to acquire the Company.

On November 27, 2023, members of the Company’s management held a management presentation by videoconference with representatives of another financial sponsor that had received a bid letter. This financial sponsor also did not submit an indication of interest to acquire the Company.

On November 28, 2023, the Board met in person for its regularly-scheduled quarterly meeting at the Company’s headquarters in Baltimore, Maryland with two directors participating remotely by videoconference. Members of the Company’s management attended the meeting in person, along with representatives of Venable who attended portions of the meeting in person. Representatives of Piper Sandler also attended portions of the meeting remotely by videoconference. At the meeting, representatives of Piper Sandler provided an update on the status of the process, including the indications of interest received, and Piper Sandler informed the Board that it had reached out to 46 total financial sponsors and potential strategic acquirors, 23 of which had been sent a bid letter requesting that such party submit a non-binding indication of interest to acquire the Company. Four parties had submitted written non-binding indications of interest to acquire the Company: (i) Financial Sponsor A submitted a non-binding proposal to acquire the Company at an enterprise valuation of $425-$450 million, (ii) Financial Sponsor B submitted a non-binding proposal to acquire the Company at an enterprise valuation of $350-400 million, (iii) Financial Sponsor C submitted a non-binding proposal to acquire the Company at an enterprise valuation of $320 million and (iv) Financial Sponsor D submitted a non-binding proposal to acquire the Company at an enterprise valuation of $250-275 million. Piper Sandler also received verbal, non-binding proposals for an acquisition of the Company from (i) Financial Sponsor E, which had submitted a non-binding proposal to acquire the Company at an enterprise valuation of $300-320 million and (ii) Financial Sponsor F, which had submitted a non-binding proposal to acquire the Company at a valuation in line with the then-current trading price of the Company common stock. Although Financial Sponsor F did not specify an enterprise valuation with its verbal proposal, its proposal implied an enterprise valuation of approximately $260 million. Representatives of Piper Sandler and the Board further discussed each of the six

40

indications of interest in comparison to select precedent technology transactions, feedback from the bidders on the Company’s business and a timeline for the process going forward. Representatives of Piper Sandler also noted that several other parties indicated that they may submit bids later that week, however, other than Haveli, no other party submitted an indication of interest following the November 28, 2023 Board meeting. The Company’s management also discussed the pending OPM contract rebid, which the Company expected would be decided by the U.S. Office of Personnel Management during the week of December 17, 2023. At the meeting, the Board instructed management and the representatives of Piper Sandler to encourage each of the three highest bidders, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C, to continue their diligence efforts with the goal of obtaining improved proposals at higher valuations from each such bidder. The Board also instructed Piper Sandler to inform the other bidders that they would need to improve their bids in order to remain competitive in the process.

At the November 28, 2023 Board meeting, following the departure of the representatives of Piper Sandler from the meeting, representatives of Venable reviewed with the Board and those representatives of the Company’s management in attendance the importance of identifying and disclosing any actual or potential conflicts of interest between members of the Board and any proposed transaction and potential acquirors of the Company. Each of the members of the Board confirmed they had no known potential conflicts of interest or potential appearances of a conflict of interest with respect to any of the entities that had submitted non-binding indications of interest, but requested that the Company’s management send a list of the principals of each of the aforementioned entities for further review by the directors. Following the meeting, the Company’s management distributed a list of such principals, as requested by the Board, and each of the members of the Board and the Company’s management subsequently confirmed that no such conflict of interest existed. Following departure of the representatives of Venable from the meeting, the Board further discussed the indications of interest received on behalf of the Company and conducted the Board’s regular quarterly meeting agenda items.

After the Board meeting on November 28, 2023, at the direction of the Special Committee, representatives of Piper Sandler informed representatives of Financial Sponsor D and Financial Sponsor F that they would need to meaningfully increase their price in order for the Board to further engage with such parties with respect to a potential transaction. Similarly, Piper Sandler requested that Financial Sponsor E memorialize in writing its verbal indication of interest, and noted that Financial Sponsor E would similarly need to increase its price in order for the Board to engage further with Financial Sponsor E with respect to a potential transaction. During these calls, Financial Sponsor D and Financial Sponsor E indicated that they were unlikely to increase their price and would no longer actively pursue an acquisition of the Company. Representatives of Piper Sandler continued to engage with Financial Sponsor A, Financial Sponsor B and Financial Sponsor C on their diligence efforts with the goal of obtaining improved proposals at higher valuations from each bidder.

On December 1, 2023, at the direction of the Special Committee, members of the Company’s management and representatives of Piper Sandler and Venable discussed key terms of the draft merger agreement that was being prepared by Venable in advance of submitting the draft to potential bidders. Pursuant to that discussion, the Company’s management, Piper Sandler and Venable determined that the initial draft merger agreement should include, among other

41

terms, (i) a proposed transaction structure using a reverse subsidiary merger in which the Company would survive the merger as the surviving corporation and a wholly-owned subsidiary of the acquiror, (ii) all cash merger consideration, (iii) customary representations and warranties for a public company transaction, (iv) a remedy of specific performance in favor of both parties in the event of a breach by the other party, (v) customary interim operating covenants, (vi) a fiduciary out, but no go-shop provision due to the broad nature of the pre-signing market check performed by the Company with Piper Sandler’s assistance, (vii) a termination fee payable by the Company, with the percentage to be proposed by the bidder(s) during negotiations, in the event that the merger agreement was terminated under certain circumstances, including in connection with a termination of the merger agreement by the Company in order to accept a superior proposal received prior to adoption of the merger agreement by the Company’s stockholders, (viii) a reverse termination fee payable by the acquiror, with the percentage to be proposed by the bidder(s) during negotiations, in the event that the merger agreement was terminated under certain circumstances and (ix) minimal closing conditions. The Company’s management instructed Venable to update the draft merger agreement based on the discussions at the meeting. The draft merger agreement was also shared with the Special Committee.

On December 5, 2023, the Company filed a Current Report on Form 8-K with the SEC and issued a press release announcing its financial results for the third quarter ending October 31, 2023. Also, on December 5, 2023, members of the Company’s management met in person with a representative of Monarch Alternative Capital LP (“Monarch”) at Monarch’s offices in New York City to discuss the Company’s business and capital markets generally.

On December 6, 2023, the Special Committee held a meeting by videoconference with members of the Company’s management in attendance. Mr. Foster provided a summary of the recent management presentations held with interested parties. Mr. Foster also noted that Financial Sponsor A, Financial Sponsor B and Financial Sponsor C had demonstrated the most interest in a transaction with the Company based on the respective level of engagement with the Company and diligence efforts by such parties to date. Management also provided an update on the debt markets and recent debt refinancing transactions observed in the market, as well as the Company’s rebid of the OPM contract.

Later on December 6, 2023, members of the Company’s management met by videoconference with representatives of Financial Sponsor C in two separate sessions to discuss and evaluate its indication of interest in the Company.

On December 7, 2023, members of Company management met in person with representatives of Financial Sponsor B at Venable’s offices in Baltimore, Maryland to discuss and evaluate its indication of interest in the Company. Representatives of Piper Sandler were also in attendance.

After having learned that the Company was considering a potential strategic transaction from an advisor of Haveli, Haveli contacted representatives of Piper Sandler on December 8, 2023 to discuss its potential interest in a potential acquisition of the Company. Neither the Company nor Piper Sandler had reached out to Haveli prior to that date, because they were unfamiliar with Haveli, as a new financial sponsor, and were therefore unaware that Haveli might have interest in pursuing an acquisition of the Company and participating in the process.

42

On December 11, 2023, the Company made a draft of the merger agreement available in the virtual data room for review by all potential bidders who had entered into a confidentiality agreement with the Company.

On December 12, 2023, Haveli entered into a confidentiality agreement with the Company in substantially the same form as those entered into by other potential bidders.

On December 13, 2023, members of the Company’s management met by videoconference with representatives from Piper Sandler to discuss the process. Also on December 13, 2023, members of the Company’s management held a management presentation with representatives of Haveli.

Later on December 13, 2023, at the suggestion of a banker not involved in the process, Mr. Foster contacted the Chief Executive Officer of a private cyber technology company to discuss the possibility of a strategic transaction between the parties. No proposal was made with respect to any acquisition or other transaction between the party and the Company during the conversation, and Mr. Foster directed the party to contact Piper Sandler for further discussion.

On December 14, 2023, the Special Committee held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler and Venable in attendance. Representatives of Piper Sandler updated the Special Committee with respect to the process. In particular, representatives of Piper Sandler noted that each of Haveli, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C were actively continuing their due diligence review of the Company. Each of these parties had indicated that they desired visibility on the OPM contract renewal in advance of submitting any definitive proposal to acquire the Company. The Special Committee discussed tentative timing of mid-January for requesting formal bids given that the renewal of the OPM contract was expected, but not certain, to be determined the week of December 17, 2023. The Special Committee also met in executive session without members of the Company’s management or representatives of Piper Sandler and Venable to further discuss the process and the related matters discussed earlier at the meeting.

Also on December 14, 2023, members of the Company’s management held a management presentation by videoconference with representatives of Financial Sponsor A and answered supplemental diligence questions.

On December 14, 2023, Financial Sponsor A informed representatives of Piper Sandler that it was no longer interested in pursuing an acquisition of the Company. As reasons for its decision, Financial Sponsor A cited concerns about the services business, OPM concentration, the cost take-out necessary to reach profitability and the likelihood of accelerating revenue growth.

On December 19, 2023, at the request of Haveli, members of the Company’s management gave two additional presentations to representatives of Haveli related to the Company’s finances and its software platform and breach response services businesses.

On December 20, 2023, members of the Special Committee met by videoconference with members of the Company’s management to discuss the process. Mr. Foster noted that Haveli,

43

Financial Sponsor B and Financial Sponsor C had demonstrated the most interest in a transaction with the Company, but that that diligence efforts by these parties had slowed down while they awaited visibility on the OPM contract renewal. Later on December 20, 2023, members of the Company’s management met by videoconference with representatives of Piper Sandler to discuss the status of the parties who remained engaged in the process.

On December 21, 2023, Financial Sponsor C informed representatives of Piper Sandler that it was no longer interested in pursuing an acquisition of the Company. As reasons for its decision, Financial Sponsor C cited concerns with the services business, OPM concentration, and the cost take-out necessary to reach profitability. However, Financial Sponsor C also communicated to Piper Sandler that, if its prior indication of interest became competitive in the process, it would consider reentering the process at that valuation level.

On December 21, 2023, Financial Sponsor F informed representatives of Piper Sandler that it was unable to meet the valuation range of the remaining parties in the process and would, thus, stand down from further participation in the process.

On December 21, 2023, a representative from Haveli spoke with a representative of Piper Sandler and made a verbal, non-binding indication of interest to acquire the Company at an enterprise valuation of between $400-$450 million.

On December 22, 2023, a representative of Haveli contacted a representative of L&F to express Haveli’s interest in the potential acquisition of the Company and the representative of L&F directed the representative of Haveli to reach out to Adam R. Gerchen, an independent director of the Company. On December 26, 2023, the representative of Haveli had a phone call with Mr. Gerchen and reiterated Haveli’s interest in the potential acquisition of the Company.

On January 2, 2024, the Board held a meeting by videoconference with the Company’s management and a representative from Venable in attendance. The Company’s management informed the Board that the Company had been awarded the new OPM contract with a total contract value of approximately $248 million through September 30, 2028, assuming all option periods are exercised. In addition, the current OPM contract had been extended through June 30, 2024, which six-month extension had a contract value of approximately $41 million. The Board also discussed the status of the process and proposed timing for requesting formal bid proposals. Following the announcement of the OPM contract renewal, Mr. Bender updated the October 2023 Projections to reflect the Company’s actual financial results for the third quarter ended October 31, 2023 (which were previously provided to the Board and approved by the Audit Committee of the Board) and interim monthly results through November 2023, and the impact of those actual results on future periods and to reflect the renewal of the OPM contract which is effective beginning on July 1, 2024 (the “January 2024 Projections”). The January 2024 Projections were shared with Piper Sandler. The January 2024 Projections were also summarized and shared with the Board in presentations made by Piper Sandler to the Board.

On January 3, 2024, members of the Company’s management met by videoconference with representatives of Piper Sandler to discuss the process.

44

On January 3, 2024, the confidentiality agreement, dated as of December 12, 2023, between the Company and Haveli was amended to clarify that certain additional representatives and advisors of Haveli would be covered by the confidentiality agreement.

On January 4, 2024, the Company filed a Current Report on Form 8-K with the SEC and issued a press release announcing that it had been awarded the new OPM contract and that the existing OPM contract had been extended for a six-month period.

On January 5, 2024, at the request of Haveli, members of the Company’s management gave an additional presentation to representatives of Haveli to answer supplemental due diligence questions regarding the Company’s technology and product. Also on January 5, 2024, at the request of Haveli, members of the Company’s management met with representatives of Haveli to answer supplemental tax due diligence questions regarding the Company.

On January 8, 2024, at the direction of the Special Committee, members of the Company’s management met with representatives of Haveli and Piper Sandler in person at Venable’s office in Baltimore, Maryland. Certain representatives of Haveli and the Company’s management participated by telephone. At the meeting, the parties discussed general business diligence.

On January 9, 2024, members of the Company’s management held a telephone call with Financial Sponsor B and representatives of Piper Sandler to discuss potential ways to reduce Company costs, both as a private company and as a combined company with Financial Sponsor B’s portfolio company.

Later on January 9, 2024, Piper Sandler sent letters to representatives of each of Haveli and Financial Sponsor B, requesting each party to submit a definitive offer to acquire the Company by January 26, 2024, and to provide to Venable by January 25, 2024 any proposed revisions to the draft of the merger agreement provided in the virtual data room.

On January 10, 2024, the Special Committee held a meeting by videoconference with representatives from Piper Sandler in attendance. Representatives of Piper Sandler updated the Special Committee with respect to due diligence workstreams and the status of the process, noting that following announcement of the OPM contract renewal, Haveli and Financial Sponsor B had resumed their diligence efforts. Additionally, representatives of Piper Sandler reported that it had also contacted Financial Sponsor A and Financial Sponsor C to provide an update on the OPM contract renewal, but that neither party had chosen to re-engage in the process at that time.

On January 11, 2024, Piper Sandler submitted to the Board a written disclosure statement, confirming that it had no prior or current engagements or relationships between itself and Haveli or Financial Sponsor B since January 2021. The disclosure statement provided by Piper Sandler was also reviewed by the Company’s management and by Venable and it was determined that the disclosure statement did not present any material conflicts that would impair the ability of Piper Sandler to continue to serve as the Company’s financial advisor.

On January 11-12, 2024, members of the Company’s management and representatives of Venable and Haveli’s legal counsel, Ropes & Gray LLP (“Ropes & Gray”), and other advisors to Haveli, participated in legal due diligence telephone calls, covering a variety of corporate, employee benefits, government contracts, compliance, real estate, privacy, product security and intellectual property matters.

45

Between January 12, 2024 and January 22, 2024, the Company’s management and representatives of Venable, Haveli and various third-party representatives and advisors of Haveli, including Haveli’s outside strategy consulting firm and tax and accounting advisors, met by videoconference on several occasions to discuss additional due diligence questions, including with respect to finance, sales, tax, accounting, government contracts, strategy and product matters.

On January 17, 2024, members of the Company’s management met by videoconference with representatives of Piper Sandler to discuss the status of due diligence matters.

On January 22, 2024, the Special Committee held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler in attendance. Representatives of Piper Sandler provided an update on the process and diligence efforts by Haveli and Financial Sponsor B. The Special Committee also met in executive session without members of the Company’s management or representatives of Piper Sandler and discussed the process.

On January 23, 2024, Mr. Foster had a conference call with representatives of Piper Sandler and representatives of Haveli. During the call, representatives of Haveli reviewed its third-party advisor’s findings on the Company and the Company’s market, including customer interviews. Mr. Foster also reviewed potential future M&A opportunities.

On January 24, 2024, Mr. Bender met by videoconference with representatives from Deloitte, in their capacity as outside tax and accounting advisors to Haveli, to discuss the Company’s financial statements.

On January 25, 2024, representatives of Ropes & Gray sent initial comments to the draft merger agreement to Venable, which, among other proposed changes, (i) required that all insiders, directors and officers of the Company execute voting agreements concurrently with the merger agreement, pursuant to which each would commit to vote in favor of adoption of the merger agreement and approval of the proposed merger and against any alternative transaction proposal, (ii) required the Company to provide payoff letters for all existing indebtedness of the Company as a condition to closing the merger, (iii) proposed a Company termination fee equal to 4% of the Company’s equity value and a Parent reverse termination fee equal to 5% of the Company’s equity value, (iv) included a cap on expenses for either party in seeking to enforce the payment of the Company termination fee or Parent reverse termination fee, as applicable, (v) expanded certain representations and warranties of the Company, (vi) expanded certain restrictions on the Company’s interim operating covenants and (vii) made other changes to the draft merger agreement that were generally favorable to Haveli.

On January 26, 2024, the Board held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler and Venable in attendance. The

46

primary focus of the meeting was to review and evaluate the strategic alternatives available to the Company, including (i) maintaining the Company’s status quo with combined software and services businesses, (ii) seeking to amend and extend or otherwise refinance the Notes, (iii) selling the breach response services business and using the proceeds to pay down, in part, the Notes and (iv) seeking a sale of the entire Company through the process. The Board, Piper Sandler and the Company’s management discussed various opportunities and risks of each alternative. In particular, the Company’s debt levels from the outstanding Notes relative to its current equity capitalization were viewed by the Board members, management and Piper Sandler as a significant challenge to the Company’s ability to (i) continue to successfully operate and grow the Company’s business, (ii) negotiate an amendment to the terms of, or otherwise refinance, the Notes or (iii) attract new capital, in each case, without exposing stockholders to increased risks. In addition, the Board discussed the challenges of remaining as a public company following a sale of the breach response services business given that the proceeds of such a divestiture would most likely be insufficient to pay off a majority of the Notes and would introduce additional risks by leaving a smaller company with only the platform business that was anticipated to be unprofitable in the near term. The Board, representatives of Piper Sandler and members of the Company’s management also discussed the feasibility and risks to stockholders of refinancing the Notes or seeking to amend the terms thereof in exchange for extending the maturity date thereof. The Board determined that refinancing the Notes was generally unattractive due to the relatively high interest rate environment, the Company’s debt-to-equity ratio and the limited time until the Notes would become a current liability for the Company. Representatives of Piper Sandler also summarized for the Board the indications of interest that had been received from each of Haveli, Financial Sponsor A, Financial Sponsor B, Financial Sponsor C, Financial Sponsor D, Financial Sponsor E and Financial Sponsor F regarding a potential acquisition of the Company. Representatives of Piper Sandler also summarized the feedback received from the parties who had submitted indications of interest. For instance, Piper Sandler reported that Financial Sponsor A viewed separating the software platform and breach response services businesses into two independent companies as a challenge and noted that profitability was a concern. In addition, Piper Sandler noted that the participants in the process had cited, among other things, (i) the challenges related to the Company’s size as larger financial sponsors were seeking to invest in larger platform investments, (ii) challenges regarding customer retention in the software business, (iii) lack of short-term profitability and (iv) perceived limited synergies between the Company’s software platform and breach response services businesses. Feedback from financial sponsors related to attractive features of the Company’s business were also discussed, including the successful integration of four acquisitions by the Company, its experienced management team, the organic growth of the platform business and potential market opportunities. Representatives of Piper Sandler noted that, based on the feedback in the process, it expected that each of the parties who had submitted an indication of interest would likely submit a bid at a lower valuation than submitted in its earlier indications of interest, if they were to submit updated bids at all. Representatives of Piper Sandler noted that Haveli had conducted the most detailed due diligence on the Company and had utilized various third party consultants, subject matter experts and other advisors throughout the process. Piper Sandler’s presentation also included a review of select Wall Street research analyst perspectives on the Company, including price targets for the Company ranging from $0.85 to $3.00 per share of Company common stock as of January 2024. Discussion continued on the Company’s strategic alternatives in light of the foregoing considerations identified by

47

Piper Sandler. The non-employee members of the Board also met separately in executive session with representatives of Venable, during which each of the directors engaged in a further discussion on the opportunities and risks of the strategic alternatives available to the Company. Venable also addressed certain questions posed by the directors. No formal decision on strategic alternatives was made by the Board at this meeting.

Following the January 26, 2024 meeting, representatives of Piper Sandler contacted representatives of Financial Sponsor B to discuss whether Financial Sponsor B would be submitting a proposal to acquire the Company. Representatives of Financial Sponsor B stated that it was focused on other matters and would be unable to meet the requested timeline.

Also on January 26, 2024, representatives of Haveli delivered to Piper Sandler a non-binding letter of intent to acquire 100% of the equity interests of the Company for an all-cash purchase price based on a total enterprise value of $318 million, representing a price of $0.90 per share of Company common stock, assuming a fully-diluted share count of 143.4 million shares of Company common stock. The letter of intent also stated that Haveli was willing to provide a full-equity backstop for the transaction. The letter of intent also requested an exclusivity period until 9:29 a.m., Eastern Time, on January 29, 2024. Haveli’s letter of intent also stated that the non-binding proposal would terminate at 11:59 p.m., Eastern Time, on January 26, 2024, unless accepted in writing by the Company at or prior to such time. Representatives of Haveli also sent an initial draft of its form of equity commitment letter and limited guarantee to representatives of Piper Sandler.

No other letters of intent or definitive proposals to acquire the Company were received from any other parties in the process.

On January 26 and 27, 2024, members of the Company’s management and representatives of Piper Sandler met with representatives of Haveli by videoconference to discuss Haveli’s proposal. During these discussions, members of Company’s management and representatives of Piper Sandler requested that Haveli increase its proposed purchase price for the Company to $364 million on a total enterprise value. In response, Haveli agreed to increase its offer from $318 million to $340 million on a total enterprise value. Then, pursuant to further negotiations, members of Company’s management and representatives of Piper Sandler requested that Haveli increase its proposed purchase price for the Company to $350 million on a total enterprise value, to which Haveli agreed.

On January 27, 2024, Haveli delivered a revised non-binding letter of intent to acquire the Company for a total enterprise value of $350 million, assuming a fully-diluted share count of 144.5 million shares of Company common stock. The letter of intent also requested an exclusivity period until 11:59 p.m., Eastern Time, on February 1, 2024, with an automatic extension to 11:59 p.m., Eastern Time, on February 4, 2024, if definitive transaction documents had not been executed prior to such earlier date and the parties continue to work in good faith toward definitive transaction documentation. Haveli’s revised letter of intent also stated that its offer would terminate upon the earlier of the termination of the exclusivity period, the execution of definitive transaction documents or the mutual agreement of the parties.

48

On January 28, 2024, the Board held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler and Venable in attendance. The Board discussed Haveli’s revised non-binding letter of intent to acquire the Company. After discussion, the Board approved Haveli’s revised non-binding letter of intent with the $350 million total enterprise valuation. Later that same day, Mr. Foster countersigned the revised letter of intent and delivered the same to Haveli.

Later on January 28, 2024, representatives of Venable sent a revised draft of the merger agreement to representatives of Ropes & Gray. This draft of the merger agreement (i) requested Haveli to confirm the list of parties being requested to sign a voting agreement, (ii) clarified the treatment of Company warrants, (iii) revised the financing provisions to conform to a full-equity backstop transaction and eliminated references to Haveli needing debt financing to close the merger, (iv) modified certain procedural requirements contained in the fiduciary out provisions in favor of the Company and its stockholders, (v) proposed a Company termination fee equal to 2.75% of the Company’s equity value and a Parent reverse termination fee equal to 7% of the Company’s equity value, (vi) reserved for further discussion on the treatment of the Notes and (vii) made other changes to the contract that were generally favorable to the Company and its stockholders.

During the week of January 28, 2024, at the request of Haveli, members of the Company’s management and representatives of Venable negotiated a note repurchase agreement with Monarch and its counsel, pursuant to which funds advised by Monarch, as holders of the Notes, would agree to sell and the Company would agree to repurchase, substantially concurrent with the closing of the proposed merger, all of the outstanding Notes held by such holders. A note repurchase agreement was entered into, effective as of February 6, 2024, by funds advised by Monarch and the Company.

Between January 29, 2024 and February 5, 2024, members of the Company’s management and representatives of Piper Sandler negotiated business terms and discussed the Company’s business with representatives of Haveli and representatives of Venable and Ropes & Gray, on behalf of the Company and Haveli, respectively, exchanged drafts of the merger agreement, equity commitment letter, limited guarantee, form of voting agreement and ancillary transaction documentation and conducted various conference calls regarding the same. Among other items in the draft merger agreement and other transaction documents, the parties negotiated (i) an increase in the per share merger consideration from $1.12 to $1.14 based on updated fully diluted share calculations, (ii) a $10 million Parent reverse termination fee (equal to approximately 6.18% of the Company’s equity value) in lieu of a cap on monetary damages, which had been proposed by Haveli and rejected by the Company, (iii) a Company termination fee equal to $5,261,750 (equal to 3.25% of the Company’s equity value), (iv) voting agreements to be signed by each of the members of the Board, resulting in the holders of approximately 9.1% of the outstanding shares of Company common stock agreeing to vote in favor of adoption of the merger agreement, which voting agreements would terminate upon the earlier of the effective time of the merger, a termination of the merger agreement by the Company to enter into a superior proposal in accordance with the merger agreement, upon mutual agreement of Parent and the stockholder party thereto, and certain other events, (v) the Company’s agreement to use its reasonable best efforts to solicit the repurchase of the Notes, if requested by Haveli, and (vi) the other terms and conditions set forth in the merger agreement and the other transaction documents, as more fully described in the section of this proxy statement entitled “The Merger Agreement.”

49

On February 4, 2024, representatives of Haveli sent an amendment to the January 26, 2024 letter of intent to Mr. Foster solely to extend the exclusivity period from February 4, 2024 until 11:59 p.m., Eastern Time, on February 11, 2024. Later that day, Mr. Foster executed the revised letter of intent, but extended exclusivity only through February 7, 2024, which change Haveli accepted.

On February 5, 2024, the Board held a meeting by videoconference with members of the Company’s management and representatives of Piper Sandler and Venable in attendance. Representatives of Piper Sandler reviewed with the Board a summary of the process, including that Piper Sandler had reached out to a total of 47 financial sponsors and potential strategic acquirors (including 38 financial sponsors and nine strategic or sponsor-backed strategic acquirors), 21 management presentations had been conducted, seven parties had submitted written or verbal non-binding indications of interest, four parties (Haveli, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C) had continued to conduct diligence on the Company following the November 22, 2023 deadline to submit indications of interest and one party (Haveli) had submitted a definitive written proposal to acquire the Company. Piper Sandler also reviewed selected terms of the proposed merger and its financial analyses of the merger consideration proposed by Haveli. Following discussion among the Board, members of the Company’s management and representatives of Piper Sandler, and, at the request of the Board, Piper Sandler rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated February 5, 2024, which is attached to this proxy statement as Annex B, to the effect that, as of such date, and based upon and subject to the various assumptions and limitations set forth in its written opinion and other factors Piper Sandler considered relevant, the merger consideration to be paid to holders of Company common stock (other than holders of Excluded Shares) was fair, from a financial point of view, as set forth in such opinion as more fully described in the section of this proxy statement entitled “The Merger—Opinion of Piper Sandler.” Following the presentation from Piper Sandler, representatives of Venable reviewed with the Board its fiduciary duties under Delaware law and then presented the terms of the final draft of the merger agreement and the final drafts of the other proposed transaction documents, including the equity commitment letter, limited guarantee and form of voting agreement. The Board also discussed the positive and negative factors considered by the members of the Board in deciding whether to support the proposed merger, which factors are more fully described in the section of this proxy statement entitled “The Merger—Reasons for the Merger.” The Board then recessed its portion of the meeting, and the Special Committee conducted a separate meeting with representatives of Venable in attendance. The Special Committee discussed the proposed transaction and unanimously adopted resolutions, which (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and its stockholders; and (ii) recommended that the Board authorize and approve the Company’s execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the proposed merger. Following the meeting of the Special Committee, the Board reconvened its meeting and the Special Committee presented its recommendation to the Board to approve the proposed merger with Haveli. After discussion and consideration of a variety of factors, including those discussed under “The Merger—Reasons for the Merger,” the Board resolved to proceed with the proposal from Haveli and unanimously

50

(i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the merger agreement; (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger; and (iii) resolved to recommend that the Company’s stockholders adopt the merger agreement and approve the proposed merger.

Following the meeting of the Board, effective as of February 6, 2024, the parties executed the merger agreement and the other transaction documents, including the voting agreements, the equity commitment letter and the limited guarantee.

On the morning of February 6, 2024, the Company filed a Current Report on Form 8-K with the SEC and issued a press release announcing the execution of the merger agreement and the terms of the proposed merger.

On March 7, 2024, the Board held a regularly-scheduled meeting by videoconference with members of the Company’s management in attendance, along with a representative of Venable who attended a portion of the meeting. At the meeting, a representative of Venable presented to the Board an analysis of the potential ramifications of, and uncertainties related to the Board’s approval and the Company’s execution of the merger agreement created by the Activision decision of the Delaware Court on February 29, 2024. The representative of Venable also referred to additional materials provided to the Board in advance of the meeting (including, among other things, the certificate of incorporation of Merger Sub, the Company Disclosure Schedule and the Parent Disclosure Schedule (each such term as defined in the merger agreement)). The Board also conducted its regular quarterly meeting agenda items.

On March 8, 2024, in light of the Activision decision, the Board, by unanimous consent, ratified the adoption of the merger agreement, and the Company’s execution thereof, pursuant to Section 204 of the DGCL as described in the section of this proxy statement entitled “The Merger—Notice Regarding Ratification Under Section  204 of the Delaware General Corporation Law.”

51

Recommendation of the Special Committee and the Board

At a special meeting of the Board on February 5, 2024, after consideration, including the material factors described in the section of this proxy statement entitled “The Merger—Reasons for the Merger,” and detailed discussions with the Company’s management and its legal and financial advisors at such meeting and prior meetings of the Board, the Board unanimously:

Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law

On February 29, 2024, the Delaware Court of Chancery issued an opinion, Sjunde AP-Fonden v. Activision Blizzard, Inc., et al., C.A. No. 2022-1001-KSJM (Del. Ch. Feb. 29, 2024) (“Activision”), pursuant to which the Delaware Court held that, in approving a merger transaction in accordance with Section 251 of the DGCL, the relevant agreement and plan of merger must be, at minimum, “essentially complete” at the time such agreement is adopted by the board of directors of a Delaware corporation. The Board believes that its prior approval of the merger agreement and the Company’s execution thereof complied with the requirements of Section 251 of the DGCL, and that, to the extent it did not, the Board adopted a unanimous written consent (i) confirming its approval of the merger agreement, and (ii) in accordance with Section 204 of the DGCL and in light of the Activision decision, ratifying and reaffirming the prior approval and execution of the merger agreement to eliminate the risk that, or any uncertainty as to whether the prior approval or execution did not comply with Section 251 of the DGCL or was otherwise a “defective corporate act” (as defined in Section 204(h)(1) of the DGCL). A copy of such unanimous written consent is attached as Annex F.

This notice constitutes the notice required to be given to our stockholders in accordance with Section 204 of the DGCL. Any claim that any potentially defective corporate act identified and ratified under Section 204 of the DGCL pursuant to the unanimous written consent attached as Annex F is void or voidable due to the failure of authorization, or that the Delaware Court should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the date this notice is given.

Reasons for the Merger

The Board and the Special Committee carefully reviewed and considered the proposed merger in consultation with the Company’s management and legal and financial advisors and, upon the unanimous recommendation of the Special Committee, the Board has unanimously (i) determined that it is in the best interests of ZeroFox and its stockholders, and declared it advisable, to enter into the merger agreement; (ii) authorized and approved the execution, delivery, and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger; and (iii) resolved to recommend that Company stockholders adopt the merger agreement and approve the merger.

In reaching these decisions, the Board and the Special Committee considered the following reasons to support the merger agreement and the transactions contemplated thereby, including the merger:

52

53

54

In the course of its deliberations, the Board and the Special Committee also considered, among other things, the following negative factors:

55

The foregoing discussion of reasons for the recommendation to adopt the merger agreement is not meant to be exhaustive but addresses the material information and factors considered by the Board and the Special Committee in consideration of their respective recommendations. In view of the wide variety of factors considered by the Board and the Special Committee in connection with their evaluation of the merger and the complexity of these matters, the Board and the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their respective determinations and recommendations. Rather, in considering the information and factors described above, individual members of the Board or the Special Committee each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board and the Special Committee based their respective unanimous recommendations on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Certain Financial Projections

Other than in connection with the Company’s regular earnings press releases and related investor materials, following the Company’s business combination on August 3, 2022, the Company has not, as a matter of course, publicly disclosed forecasts or projections as to future performance, earnings, or other results due to the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the evaluation of the potential strategic alternatives, the Company’s senior management in October 2023 prepared certain unaudited, preliminary financial projections for the Company for fiscal years 2024 through 2026; these projections are defined elsewhere in this proxy statement as the “October 2023 Projections.” In January 2024, the Company’s senior management updated the October 2023 Projections to reflect the Company’s actual financial results for the third quarter ended October 31, 2023 and interim monthly results through November 2023, and the impact of those actual results on future periods and to reflect the renewal of the OPM contract which is effective beginning on July 1, 2024; these projections are defined elsewhere in this proxy statement as the “January 2024 Projections.” The January 2024 Projections also extended the period covered by the projections to include 2027 and included unlevered free cash flow projections for the Company’s Platform and Response businesses (through 2029 for the Response business). The October 2023 Projections and the January 2024 Projections are referred to in this section together as the “Projections.”

The tables below present summaries of the October 2023 Projections and January 2024 Projections, as provided to the Board and the Special Committee. The January 2024 Projections were also provided to Piper Sandler for use and reliance by Piper Sandler in connection with its financial analyses and in connection with its opinion to the Board as described in the section of this proxy statement entitled “The Merger—Opinion of Piper Sandler.” In addition, the October 2023 Projections were provided to the participants in the strategic process, including Haveli, for purposes of their due diligence review of the Company.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. The Projections included in this proxy statement have been prepared by, and are the responsibility of, the Company’s management. Neither Deloitte & Touche LLP, the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

56

The Deloitte & Touche LLP report incorporated by reference into this proxy statement relates to the Company’s previously issued audited financial statements. It does not extend to the Projections and should not be read to do so.

The Projections were developed by the Company’s senior management on a standalone basis without giving effect to the merger or any changes to the Company’s operations or strategy that may be implemented after the consummation of the merger. The Projections also do not consider the effect of any failure of the merger to be completed and should not be viewed as accurate or continuing in that context.

No assurances can be made regarding future events and the estimates and assumptions underlying the Projections involve judgments with respect to, among other things, future economic, competitive, regulatory, and financial market conditions and future business decisions that may not be realized and that are inherently subject to uncertainty, including business and economic conditions affecting the industry in which the Company operates, and the risks and uncertainties described in the section of this proxy statement entitled “Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of the Company. The Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections. The Projections may not be realized and actual results may be significantly higher or lower than the Projections. The Projections cover several years, and such information by its nature becomes less reliable with each successive year. The inclusion in this proxy statement of the Projections should not be regarded as an indication that the Company, Piper Sandler, their respective officers, directors, affiliates, advisors, or other representatives, or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Projections in this proxy statement should not be regarded as an indication that the Projections will be necessarily predictive of actual future events. No representation is made by the Company or any other person regarding the Projections or the Company’s ultimate performance compared to such information. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about the Company contained in the Company’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Projections, Company stockholders are cautioned not to place undue, if any, reliance on the Projections.

Certain of the financial measures included in the Projections are “non-GAAP financial measures,” including Adjusted EBITDA, free cash flow, and unlevered free cash flow. These are financial performance measures that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). Investors should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Haveli or any of its affiliates.

The non-GAAP financial measures included in the Projections were approved by the Board for use by Piper Sandler and were relied on by Piper Sandler for its financial analysis in connection with the preparation of its opinion and by the Board and the Special Committee in connection with their evaluation of the merger. The SEC rules regarding disclosures of non-GAAP financial measures that would otherwise require a reconciliation of a non-GAAP financial measure to the most directly compatible GAAP measure do not apply to financial measures included in projections provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Projections. As a result, the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. In addition, reconciliations of non-GAAP financial measures were not relied upon by Piper Sandler for purposes of its opinion or by the Board or the Special Committee in connection with their evaluation of the merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures.

57

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

By including in this proxy statement summaries of the Projections below, neither the Company nor Haveli nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Projections. Accordingly, the Projections should not be construed as financial guidance, nor relied on as such. The inclusion of the Projections in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Projections reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any subsequent changes. NONE OF THE COMPANY, PARENT, MERGER SUB OR HAVELI OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

The Projections were relied on by the Board in reaching its determination on February 5, 2024 to authorize and approve the execution, delivery, and performance of the merger agreement, to declare the merger agreement advisable and to resolve to recommend that the Company stockholders adopt the merger agreement and approve the merger, and were the only projections prepared by management that were approved by the Company for use by Piper Sandler in connection with rendering its oral opinion delivered to the Board, which was subsequently confirmed by delivery of a written opinion dated as of February 5, 2024, and performing its financial analysis in connection therewith, as summarized in the section of this proxy statement entitled “The Merger—Opinion of Piper Sandler.”

The following tables set forth summaries of the Projections. The summaries are included solely to give Company stockholders access to information that was made available to the Board, the Special Committee, Piper Sandler, and, in the case of the October 2023 Projections only, Haveli, in connection with the merger, and are not included to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the Special Meeting or to influence any Company stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares of Company common stock.

The following table presents a summary of the October 2023 Projections:

The following table presents a summary of the January 2024 Projections:

58

Opinion of Piper Sandler

The Company retained Piper Sandler to act as its financial advisor in connection with a potential transaction such as the merger. At a meeting of the Board on February 5, 2024, Piper Sandler rendered its oral opinion to the Board, which was subsequently confirmed in writing by delivery of Piper Sandler’s written opinion, dated the same date, to the effect that, as of such date, and based upon and subject to the various assumptions and limitations set forth in its written opinion and other factors Piper Sandler considered relevant, the merger consideration to be paid to the holders of Company common stock (other than the holders of Excluded Shares) was fair, from a financial point of view.

The full text of Piper Sandler’s written opinion dated February 5, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Sandler in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated by reference herein. Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to the holders of Company common stock, of the merger consideration and does not address any other terms or agreements relating to the merger or any other terms of the merger agreement. Piper Sandler’s opinion was provided to the Board in connection with its consideration of the merger and was not intended to be, and does not constitute, a recommendation to any Company stockholder as to how such Company stockholder should act or vote with respect to the merger or any other matter. Company stockholders are urged to read the opinion in its entirety. Piper Sandler’s opinion was approved for issuance by the Piper Sandler opinion committee.

In connection with rendering the opinion described above and performing its related financial analyses, Piper Sandler, among other things:

59

In addition, Piper Sandler conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Sandler deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion and reviewed with the Board at a meeting thereof held on February 5, 2024.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses conducted by Piper Sandler. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to any of these analyses by Piper Sandler or the Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 2, 2024 and is not necessarily indicative of current market conditions.

Unless the context indicates otherwise and except as set forth below, for purposes of the financial analyses described below, Piper Sandler calculated enterprise value, or EV, based on the relevant company’s (i) fully diluted market capitalization per the treasury stock method using closing stock prices on February 2, 2024 and outstanding dilutive securities as of such company’s most recently reported quarter end, and (ii) net debt and minority interest (as applicable) as of such company’s most recently reported quarter end.

Piper Sandler calculated EV for ZeroFox based on the Company’s fully diluted market capitalization as of February 2, 2024, which (x) included shares of Company common stock issuable pursuant to (i) the remaining 5,558,552 earnout shares of Company common stock owed in connection with the Company’s acquisition of Lookingglass Cyber Solutions, Inc. (“Lookingglass”), (ii) all outstanding Company RSUs, (iii) all outstanding in-the-money Company Options (vested and unvested), and (iv) all outstanding in-the-money Company public/private warrants (for all scenarios, including shares of Company common stock issuable upon the exercise of Company public/private warrants based on the adjustment to the exercise price pursuant to Section 4.4 of the warrant agreement governing the Company public/private warrants and assumed Black-Scholes prices of $0.12 and $0.16 for the Company public warrants and the Company private warrants, respectively, per Section 4.4 provision of the warrant agreement) at the share price in reference and (y) did not include shares of Company common stock issuable pursuant to the Stifel Warrants (because such warrants were out of the money); and net debt (including certain tax liabilities but excluding operating leases of $3.9 million).

For each target company included in the analysis described below under the heading “—Valuation Methodologies—Platform Business—Selected M&A Transactions Analysis,” Piper Sandler calculated EV based on (i) the implied value of the relevant target company’s common equity (based on the company’s fully diluted market capitalization and consistent with the methodology used for determining ZeroFox’s EV) using the implied purchase price paid for such target company’s common equity in the selected M&A transaction and the relevant target company’s net debt as of such target company’s most recently reported quarter end immediately prior to announcement of the relevant M&A transaction (in the case of M&A transactions involving the acquisition of public companies) or (ii) the publicly announced EV for the target company at the time of announcement of the relevant M&A transaction.

60

References to LTM historical financial information are references to (i) for each publicly traded company included in the selected public companies analysis described below under the headings “—Valuation Methodologies—Platform Business—Selected Public Companies Analysis” and “—Valuation Methodologies—Whole Company—Selected Public Companies Analysis,” the last 12-month period for which financial information was publicly available as of February 2, 2024, based on such publicly available information, and (ii)  for each target company included in the selected M&A transactions described below under the heading “—Valuation Methodologies—Platform Business—Selected M&A Transactions Analysis,” the last 12-month period for which financial information was publicly available, or otherwise available to Piper Sandler, as of immediately prior to the announcement of the relevant M&A transaction, based on such information.

References to projected financial information (i) for each company included in the analyses described below under the headings “—Valuation Methodologies—Platform Business—Selected Public Companies Analysis” and “—Valuation Methodologies—Whole Company—Selected Public Companies Analysis,” are references to Wall Street consensus equity research estimates (“Consensus Estimates”) or disclosure of such projections by the company, and (ii) for ZeroFox, the January 2024 Projections.

Valuation Methodologies

As part of its analysis, Piper Sandler considered ZeroFox as two independent businesses: Platform (subscription software and software-based services), and Response (primarily non-recurring services and one significant agreement with the U.S. Office of Personnel Management, or OPM). After analyzing ZeroFox’s two businesses, Piper Sandler combined the high and low valuations of each business as implied by their respective valuation methodologies as summarized below to arrive at valuation ranges of ZeroFox on a sum-of-the-parts basis. Additionally, Piper Sandler compared ZeroFox to select cybersecurity peer companies on a whole company basis.

Platform Business

Selected Public Companies Analysis. Piper Sandler reviewed, among other things, historical financial information for ZeroFox for fiscal year 2024 (which fiscal year ends January 31, 2024), as well as projected financial data prepared by ZeroFox management for fiscal year 2025 as included in the January 2024 Projections and compared such data to corresponding historical financial information for calendar year 2023 and Consensus Estimates for calendar year 2024 for comparable public companies in the software industry with (i) less than 0% calendar year 2023 EBITDA margin, (ii) 60-80% calendar year 2023 gross margin, (iii) 10-40% revenue growth, and (iv) less than $300 million in annual revenue. No company used in the selected public companies analysis is identical to ZeroFox and, as a result, the summary below and underlying financial analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which ZeroFox was compared.

Based on these criteria, Piper Sandler selected the following public companies:

61

For this selected public companies analysis, Piper Sandler calculated EV and the implied revenue multiples for each selected public company. The analysis indicated the following EV/revenue multiples for the selected public companies, and for ZeroFox based on the February 2, 2024 closing price and the merger consideration:

This analysis resulted in implied high and low EVs of approximately (i) $282 million and $224 million, respectively, for calendar year 2023, and (ii) $339 million and $260 million, respectively, for calendar year 2024, without ascribing any value to the Response business.

Selected M&A Transactions Analysis. Piper Sandler reviewed selected M&A transactions announced since January 1, 2020 involving those businesses with less than $1.0 billion in total EV for which total EV and LTM revenue were disclosed and that Piper Sandler considered to be in the cybersecurity industry.

Based on these criteria, Piper Sandler selected the following six transactions:

For this selected M&A transactions analysis, Piper Sandler compared the total EV to LTM revenue for each selected M&A transaction, to the corresponding multiple for ZeroFox based on the February 2, 2024 closing price per share of Company common stock and the merger consideration. This analysis indicated the following implied multiples:

This analysis resulted in implied high and low EVs of approximately $358 million and $292 million, respectively, without ascribing any value to the Response business.

62

Discounted Cash Flow Analysis. Using a discounted cash flow analysis, Piper Sandler calculated an estimated range of theoretical EVs for the standalone Platform business based on the present value of (i) forecasted unlevered free cash flows for fiscal year 2025 through fiscal year 2027 in the January 2024 Projections and (ii) a projected terminal value at January 31, 2027 based upon perpetual growth rates between 3.75% and 4.25% per the Projections, and in each case, discounted back to February 2, 2024. The free cash flows for each fiscal year and terminal year value were calculated from the Projections. Piper Sandler calculated the range of present values for free cash flows for such periods based on its estimation of ZeroFox’s weighted average cost of capital of 14.2% to 15.2%.

This analysis resulted in implied high and low EVs of approximately $265 million and $222 million, respectively, without ascribing any value to the Response business.

Response Business

Discounted Cash Flow Analysis. Using a discounted cash flow analysis, Piper Sandler calculated an estimated range of net present values of cash flows for the standalone Response business based on the present value of (i) forecasted unlevered free cash flows for fiscal year 2025 through fiscal year 2029 (the end of the current OPM contract term assuming all extensions are exercised) in the January 2024 Projections and (ii) a projected terminal value of zero at fiscal year 2029 (assuming no cash flows after the end of the current OPM contract term), and in each case, discounted back to February 2, 2024. The free cash flows for each fiscal year were calculated from the January 2024 Projections and based on Piper Sandler’s estimation of ZeroFox’s weighted average cost of capital of 20.1%.

This analysis indicated high and low net present values of cash flows for the Response business (used as estimates for the EV of the Response business) of approximately $74 million and $34 million, respectively, where the low reflects cash flows through FY2027 (the first option period of the current OPM contract begins 2QFY2026) and the high reflects cash flows through FY2029 (end of the current OPM contract term assuming all extensions are exercised).

Whole Company

Sum-of-the-Parts. After analyzing ZeroFox’s Platform and Response business, Piper Sandler then combined the high and low valuations of each business as implied by their respective valuation methodologies described above to arrive at per share valuation ranges of ZeroFox on a whole company basis. For Platform valuations based on Select Public Companies and Select M&A Transactions analyses, Piper Sandler utilized the minimum multiple for the low-end of each range and the 25^th percentile multiple for the high-end of each range due to ZeroFox’s significant debt burden relative to its market capitalization as well as the unprofitability of the Platform business. Piper Sandler observed that the merger consideration was within each of the ranges derived from the analyses.

63

Selected Public Companies Analysis. Piper Sandler reviewed publicly available information for selected cybersecurity peer companies with less than (i) 70% CY2023 gross margin, and (ii) $500 million in annual revenue for each of CY2023 and CY2024, and compared the results to ZeroFox on a whole company basis. No company used in the selected public companies analysis is identical to ZeroFox and, as a result, the summary below and underlying financial analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which ZeroFox was compared.

Based on these criteria, Piper Sandler selected the following public companies:

For this selected public companies analysis, Piper Sandler calculated EV and the implied revenue multiples for each selected public company. Piper Sandler utilized the minimum multiple for the low-end of the implied per share range and the 25^th percentile multiple for the high-end of the implied per share range due to ZeroFox’s significant debt burden relative to its market capitalization.

The analysis indicated the following EV/revenue multiples for the selected public companies, and for ZeroFox based on the February 2, 2024 closing price and the merger consideration:

This analysis resulted in implied high and low per share equity values of approximately (i) $1.19 and $1.09, respectively, for calendar year 2023, and (ii) $1.24 and $1.16, respectively, for calendar year 2024.

64

Other Information

Piper Sandler also noted for the Board the following additional information that was not relied upon in rendering its opinion, but was provided for reference only.

The analysis indicated the following premiums:

65

Miscellaneous

The summary set forth above does not contain a complete description of the analyses performed by Piper Sandler and reviewed with the Board. The preparation of a fairness opinion is not necessarily susceptible to partial analysis or summary description. Piper Sandler believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in Piper Sandler’s opinion. In arriving at its opinion, Piper Sandler considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Sandler made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Sandler’s view of the actual value of ZeroFox.

None of the selected companies or transactions used in the analyses above is directly comparable to ZeroFox or the merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target businesses in the selected transactions and other factors that could affect the public trading values of such companies or transaction values of such businesses.

Piper Sandler performed its analyses for purposes of providing its opinion to the Board. In performing its analyses, Piper Sandler made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Sandler were based upon the Projections furnished to Piper Sandler by ZeroFox management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. The Projections are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Sandler does not assume responsibility if future results are materially different from projected financial results.

Piper Sandler’s opinion was one of many factors taken into consideration by the Board in making the determination to approve the merger agreement. While Piper Sandler provided advice to the Board during ZeroFox’s negotiations with Haveli, Piper Sandler did not recommend any specific amount or type of consideration.

Piper Sandler relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Sandler or discussed with or reviewed by Piper Sandler. Piper Sandler further relied upon the assurances of ZeroFox management that the financial information provided was prepared on a reasonable basis in accordance with industry practice, and that ZeroFox management was not aware of any information or facts that would make any information provided to Piper Sandler incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its opinion, Piper Sandler assumed that with respect to the Projections, estimates and other forward-looking information reviewed by Piper Sandler, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of ZeroFox management as to the expected future results of operations and financial condition of ZeroFox. Piper Sandler expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Sandler relied, with consent of the Board, on advice of the outside counsel and the independent accountants to ZeroFox, and on the assumptions of ZeroFox management, as to all accounting, legal, tax and financial reporting matters with respect to ZeroFox and the merger agreement.

In arriving at its opinion, Piper Sandler assumed that the executed merger agreement would be in all material respects identical to the last draft of the merger agreement reviewed by Piper Sandler. Piper Sandler relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to therein were true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the merger will be consummated pursuant to the terms of the merger agreement without amendments thereto and (iv) all conditions to the consummation of the merger will be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Sandler assumed that all the necessary regulatory approvals and consents required for the merger will be obtained in a manner that will not adversely affect ZeroFox or the contemplated benefits of the merger.

66

In arriving at its opinion, Piper Sandler did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of ZeroFox, and was not furnished or provided with any such appraisals or valuations, nor did Piper Sandler evaluate the solvency of ZeroFox under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Sandler in connection with its opinion were going concern analyses. Piper Sandler expressed no opinion regarding the liquidation value of ZeroFox or any other entity. Without limiting the generality of the foregoing, Piper Sandler undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which ZeroFox or any of its affiliates is a party or may be subject, and at the direction of ZeroFox and with its consent, Piper Sandler’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Sandler also assumed that neither ZeroFox, Parent nor Merger Sub was party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger.

Piper Sandler’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of Piper Sandler’s opinion could materially affect the assumptions used in preparing its opinion. Piper Sandler expressed no opinion as to the price at which shares of Company common stock may trade following announcement of the merger or at any future time. Piper Sandler did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration set forth in the merger agreement and did not address any other terms or agreement relating to the merger or any other terms of the merger agreement. Piper Sandler was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to ZeroFox, Parent’s ability to fund the merger consideration, or any other terms contemplated by the merger agreement or the fairness of the merger to any other class of securities, creditor or other constituency of ZeroFox. Furthermore, Piper Sandler expressed no opinion with respect to the amount or nature of compensation to any officer, director, or employee of any party to the merger, or any class of such persons, relative to the compensation to be received by the holders of Company common stock in the merger or with respect to the fairness of any such compensation.

Information about Piper Sandler

As a part of its investment banking business, Piper Sandler is regularly engaged in the valuation of businesses in cybersecurity and other industries and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Board selected Piper Sandler to be its financial advisor and render its fairness opinion in connection with the merger on the basis of such experience and its familiarity with ZeroFox.

Piper Sandler acted as financial advisor to ZeroFox in connection with the merger and will receive a fee from ZeroFox for providing its services, currently estimated to be approximately $5.25 million, the entirety of which is contingent upon the consummation of the merger. Piper Sandler also received a fee of $300,000 for rendering its fairness opinion. The opinion fee was not contingent upon the consummation of the merger or the conclusions reached in Piper Sandler’s opinion. ZeroFox has also agreed to indemnify Piper Sandler against certain liabilities and to reimburse Piper Sandler for certain expenses in connection with its services. In addition, in the ordinary course of its business, Piper Sandler and its affiliates may actively trade securities of ZeroFox or entities that are affiliated with Haveli, for their own accounts or the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities. Piper Sandler may also, in the future, provide investment banking and financial advisory services to ZeroFox, Haveli or entities that are affiliated with ZeroFox or Haveli, for which Piper Sandler would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper Sandler has adopted policies and procedures to establish and maintain the independence of Piper Sandler’s research department and personnel. As a result, Piper Sandler’s research analysts may hold opinions, make statements or recommendations and/or publish research reports with respect to ZeroFox and the merger and other participants in the merger that differ from the views of Piper Sandler’s investment banking personnel.

67

Since January 1, 2022, independent of Piper Sandler acting as financial advisor to ZeroFox in connection with the merger, Piper Sandler and its affiliates have provided financial advisory or other investment banking services to ZeroFox and its affiliates. In connection with those services, Piper Sandler has received gross fees of approximately (i) $1.5 million in the aggregate for acting as financial advisor to ID Experts Holdings, Inc. in connection with its business combination with L&F Acquisition Corp. and ZeroFox in August 2022, and (ii) $3.0 million in the aggregate for acting as an underwriter and placement agent in two separate securities offerings in December 2022 and May 2023 by X4 Pharmaceuticals, Inc., a portfolio company of New Enterprise Associates, a related party of ZeroFox. Since January 1, 2022, Piper Sandler and its affiliates have not received any revenue in connection with the provision of financial advisory or other investment banking services to Haveli or any known affiliate of Haveli.

Certain Effects of the Merger

If the Company stockholder approval is obtained, the other conditions to the closing are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly-owned subsidiary of Parent.

At the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than Excluded Shares) will be canceled and converted into the right to receive $1.14 in cash, without interest and less any applicable withholding taxes. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares of Company common stock as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights.” Following the merger, all of the shares of Company common stock will be beneficially owned by Parent, and none of the current Company stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent.

Please see the section of this proxy statement entitled “The Merger Agreement—Consideration To Be Received in the Merger.”

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” and the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards.”

Shares of Company common stock are currently registered under the Exchange Act and listed on The Nasdaq Global Market under the trading symbol “ZFOX.” Following the consummation of the merger, shares of Company common stock will no longer be traded on The Nasdaq Global Market or any other public market. In addition, the registration of the Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock.

Effects on the Company if the Merger Is Not Consummated

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, the Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock and the Company public warrants will continue to be listed and traded on The Nasdaq Global Market and The Nasdaq Capital Market, respectively, the Company common stock and the Company public warrants will continue to be registered under the Exchange Act and Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

68

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of the Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Parent a $5,261,750 termination fee and, under certain other specified circumstances, Parent will be required to pay the Company the Parent Termination Fee of $10,000,000. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

Financing of the Merger

We presently anticipate that the total funds needed to complete the merger and the related transactions will be approximately $390.0 million, which will be funded by the equity and debt financing described below.

The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. Parent and Merger Sub have represented to the Company that, subject to satisfaction of certain conditions in the merger agreement, they will have available to them sufficient funds to satisfy all of their obligations under the merger agreement on the closing date and under the Equity Commitment Letter. This includes funds needed to: (1) pay Company stockholders the amounts due under the merger agreement for their shares of Company common stock, (2) make payments in respect of all outstanding Company public/private warrants, Company Options, and Company RSUs, in each case, to the extent payable at the closing pursuant to the merger agreement, (3) make payments of all amounts required to be paid under the Note Repurchase Agreements (as defined in the section of this proxy statement entitled “The Merger—Financing of the Merger—Note Repurchase Agreements”) and certain other indebtedness of the Company that accelerates upon the closing and (4) pay all fees and expenses required to be paid by Parent in connection with the foregoing (collectively, the “Required Amounts”).

Parent has obtained commitments from the Haveli Funds to provide equity pursuant to the terms of the Equity Commitment Letter. In connection with the merger agreement, Parent and Merger Sub have delivered to the Company a copy of the Equity Commitment Letter. Other than as expressly set forth in the Equity Commitment Letter, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the equity financing.

Parent has obtained commitments from the Lender to provide for the debt financing pursuant to the terms of the Debt Commitment Letter. Parent and Merger Sub have delivered to the Company a copy of the Debt Commitment Letter. Other than as expressly set forth in the Debt Commitment Letter, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the debt financing.

Equity Financing

Pursuant to the Equity Commitment Letter, the Haveli Funds have severally committed to contribute or cause to be contributed to Parent at the closing of certain equity financing in an amount up to $390.0 million for the purpose of funding the Required Amounts. The obligations of the Haveli Funds to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to (1) the execution and delivery of the merger agreement, (2) the satisfaction or written waiver by the Company, Parent and Merger Sub, as applicable, of each of the conditions to the obligations of the Company, Parent and Merger Sub to consummate the merger set forth in the merger agreement (other than any conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to the satisfaction or waiver of these conditions at such time) and (3) the substantially concurrent consummation of the closing in accordance with the terms of the merger agreement.

69

The obligation of the Haveli Funds to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of (1) the consummation of the closing and the payment of the Required Amounts in accordance with the merger agreement, (2) the valid termination of the merger agreement in accordance with its terms, (3) the valid termination of the Limited Guarantee in accordance with its terms, (4) the payment of the Parent Termination Fee, (5) a final non-appealable decision of a court of competent jurisdiction as specified in the Equity Commitment Letter, declining to specifically enforce the obligations of Parent to cause the equity financing to be funded or to effect the closing pursuant to a claim of specific performance or other equitable relief brought against Parent pursuant to Section 9.5 of the merger agreement or (6) the Company or any of the Company’s affiliates, subsidiaries, officers or directors, or any other person acting on behalf of the foregoing, filing any formal claim or action against certain parties, as specified in the Equity Commitment Letter, in connection with the merger agreement, the Equity Commitment Letter, the Limited Guarantee or any transaction contemplated thereby, other than as expressly permitted by the Equity Commitment Letter, the Limited Guarantee, and the Mutual Confidentiality Agreement, dated as of December 12, 2023, by and between the Company and Haveli, as amended by the Amendment to the Mutual Confidentiality Agreement, dated as of January 3, 2024 (the “Confidentiality Agreement”).

The Company is an express third-party beneficiary of the Equity Commitment Letter solely with respect to enforcing Parent’s right to cause the commitments under the Equity Commitment Letter by the Haveli Funds to be funded to Parent in accordance with the Equity Commitment Letter, and to cause Parent to enforce its rights against the Haveli Funds to perform its funding obligations under the Equity Commitment Letter, in each case subject to (1) the limitations and conditions set forth in the Equity Commitment Letter and (2) the terms and conditions of the merger agreement.

Debt Financing

Pursuant to the Debt Commitment Letter the Lender has committed to provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, in the aggregate up to $130.0 million in debt financing (not all of which is expected to be drawn at the closing). The proceeds of such debt financing will be used on the closing date to, among other things, fund certain amounts in respect of the closing and related transactions on the closing date, including repayment of certain third-party indebtedness of ZeroFox, to pay fees and expenses related thereto and for any other purpose not prohibited by the documentation governing the debt financing. The obligations of the Lender to provide the debt financing under the Debt Commitment Letter are subject to certain customary conditions.

As of the date hereof, the documentation governing the debt financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Limited Guarantee

Pursuant to the Limited Guarantee, the Haveli Funds agreed to severally guarantee the due, punctual and complete payment of (1) the aggregate amount of the Parent Termination Fee solely if and when any of the Parent Termination Fee is payable pursuant to, and subject to the terms and conditions set forth in, Section 8.3(b) of the merger agreement, (2) up to $1.5 million in reasonable and documented out-of-pocket fees, costs and expenses of enforcement (including attorneys’ fees as well as expenses incurred in connection with any action initiated seeking such payment), together with interest on the Parent Termination Fee when payable pursuant to, and subject to the terms and conditions set forth in, Section 8.3(c) of the merger agreement and (3) any reimbursement obligations payable pursuant to, and subject to the terms and conditions set forth in, Section 7.4(f) of the merger agreement. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.”

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest of:

70

Note Repurchase Agreements

Pursuant to the Equity Commitment Letter, the Haveli Funds have committed to contribute or cause to be contributed to Parent at the closing financing in the amount of the Required Amounts, including, but not limited to, sufficient funds required to make payments required under certain note repurchase agreements (the “Note Repurchase Agreements”) with the beneficial holders (each, a “Noteholder” and collectively, the “Noteholders”) of the Notes, issued under the Indenture dated as of August 3, 2022, by and between the Company and Wilmington Trust, National Association, as trustee (the “Indenture”). Pursuant to the Note Repurchase Agreements, each Noteholder has agreed to sell and the Company has agreed to repurchase substantially concurrent with the merger the aggregate principal amount of the Notes held by such Noteholder and any additional Notes subsequently acquired by such Noteholder at a purchase price equal to the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, thereon to, but excluding, the repurchase date. The aggregate principal amount of the Notes to be repurchased is expected to be approximately $172.5 million and represents all of the Notes that will be outstanding under the Indenture as of the closing. Each Noteholder has agreed not to offer, sell, pledge, contract to sell, grant any option to acquire, lend, or otherwise dispose of or encumber any of such Noteholder’s Notes, or agree to or authorize any of the foregoing, without the prior written consent of Parent and the Company unless the third party transferee agrees to be bound by the terms of the applicable Note Repurchase Agreement in the same manner as the applicable Noteholder.

Appraisal Rights

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement.

They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262 of the DGCL. As used in this section entitled

71

“Appraisal Rights,” the word “stockholder” means a holder of record of shares of Company common stock, the words “beneficial owner” means a person who is the beneficial owner of shares of Company common stock held either in voting trust or by a nominee on behalf of such person and the word “person” means any individual corporation, partnership, unincorporated association or other entity. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A holder of record or a beneficial owner of shares of Company common stock on the date of the making of a demand for appraisal with respect to such shares, who (1) continuously holds such shares through the effective time of the merger, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights, (3) strictly complies with the procedures under Section 262, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of such shares of Company common stock for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership of shares of Company common stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 of the DGCL requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. A copy of Section 262 of the DGCL is included as Annex E to this proxy statement. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of shares of Company common stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of, or otherwise consent to the proposal to adopt the merger agreement; you must hold your shares of Company common stock continuously through the effective time of the merger; and you must comply with the other applicable requirements of Section 262 of the DGCL.

A Company stockholder or beneficial owner who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

ZeroFox Holdings, Inc.

Attention: Corporate Secretary

1834 S. Charles Street

Baltimore, Maryland 21230

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares of Company common stock held for all or less than all beneficial owners of shares of Company common stock as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the

72

demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner. If you hold your shares of Company common stock through a bank, broker or other nominee and you wish such holder, as the holder of record of your shares of Company common stock, to exercise appraisal rights on your behalf, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Within ten days after the effective time of the merger, the surviving corporation must give written notice of the date that the merger has become effective to each of (1) each Company stockholder who has properly filed a written demand for appraisal and who did not vote in favor of, or otherwise consent to the proposal to adopt the merger agreement and (2) any beneficial owner who has demanded appraisal under Section 262 of the DGCL. At any time within 60 days after the effective time of the merger, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for that person’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal.

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder or beneficial owner of shares of Company common stock, demanding a determination of the fair value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. If, within 120 days after the effective time of the merger, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

In addition, within 120 days after the effective time of the merger, any person who has theretofore complied with the applicable provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement must be given within ten days after the written request therefor has been received by the surviving corporation or within ten days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with whom the surviving corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 of the DGCL and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

73

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262 of the DGCL.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (2) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same. Payment will be so made to each such person upon such terms and conditions as the Delaware Court may order. The Delaware Court’s decree may be enforced as other decrees of the Delaware Court may be enforced.

Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value,” the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

74

The costs of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

From and after the effective time of the merger, no person who has duly demanded appraisal in compliance with Section 262 of the DGCL will be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders at a date prior to the effective time of the merger.

If a person who has made a demand for appraisal in accordance with Section 262 of the DGCL delivers to the Company, within 60 days after the effective time of the merger or thereafter with the written approval of the Company, a written withdrawal of such person’s demand for an appraisal, then the right of such person to an appraisal of the shares of Company common stock subject to the withdrawal will cease. However, no appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time of the merger. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time of the merger, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

To the extent, there are any inconsistencies between the foregoing summary, on the one hand, and Section 262 of the DGCL, on the other hand, Section 262 of the DGCL shall govern.

Interests of the Company’s Directors and Executive Officers in the Merger

The Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the merger agreement and to recommend that Company stockholders approve the merger agreement.

The Company’s executive officers for purposes of the discussion below are: James C. Foster, our Chief Executive Officer and Chairman of the Board, Timothy S. Bender, our Chief Financial Officer, Thomas P. FitzGerald, our General Counsel and Corporate Secretary, Scott O’Rourke, our Chief Revenue Officer, John R. Prestridge III, our Chief Product Officer, Michael Price, our Chief Technology Officer, and Kevin T. Reardon, our Chief Operating Officer.

The Company’s directors for purposes of the discussion below are: Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart.

In accordance with SEC rules, this discussion is also required to cover former directors of the Company who served as directors at any time since February 1, 2023, which are comprised of Peter Barris, Sean Cunningham, and Corey M. Mulloy, each of whom served as a director until his retirement on June 29, 2023. The aforementioned former directors do not have any interest other than (i) the interest arising from their ownership of shares of Company common stock and (ii) being entitled to certain ongoing indemnification pursuant to the terms of the merger agreement. Therefore, no further disclosure is provided in connection with the former directors of the Company.

75

Treatment of Company Equity Awards

Company Options

Each Company Option that is vested and that is outstanding as of immediately prior to the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be deemed exercised on a cashless basis and exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such vested Company Option, by (y) the total number of shares of Company common stock underlying such vested Company Option, except that any vested Company Option with a per share exercise price that is equal to or greater than $1.14 will, as of the effective time of the merger, be canceled for no consideration.

Each Company Option that is unvested and that is outstanding as of immediately prior to the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such unvested Company Option, by (y) the total number of shares of Company common stock underlying such unvested Company Option. Such resulting amount will vest and become payable at the same time that the unvested Company Option from which such resulting amount was converted would have vested and been payable pursuant to its terms, and will otherwise remain subject to substantially the same terms and conditions as were applicable to such Company Option immediately prior to the effective time of the merger, except that any unvested Company Option with a per share exercise price that is equal to or greater than $1.14 will, as of the effective time of the merger, be canceled for no consideration.

Company RSUs

Each Company RSU that is either held by a non-employee member of the Board or vested in accordance with its terms as of the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the total number of shares of Company common stock underlying the Company RSU by (y) $1.14.

Each Company RSU that is outstanding as of immediately prior to the effective time of the merger and that is either not held by a non-employee member of the Board or unvested as of the effective time of the merger will, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the total number of shares of Company common stock underlying such Company RSU, by (y) $1.14. Such resulting amount will vest and become payable at the same time that the unvested Company RSU from which such resulting amount was converted would have vested, and will otherwise remain subject to substantially the same terms and conditions as were applicable to such award immediately prior to the effective time of the merger.

Equity Award Payments

Payments in respect of Company equity awards described above that are vested as of the effective time of the merger will be made on the later of two business days following the effective time of the merger and the first regular payroll date of the surviving corporation that occurs following the effective time of the merger. Payments in respect of cash replacement amounts described above will be made on the later of two business days following the date on which the cash amount vests and the first regular payroll date of the surviving corporation following the date on which such amount vests.

76

Quantifying Information

As of [•], 2024 (the latest practicable date to determine such amounts before the filing of this proxy statement), and assuming that: (i) all Company RSUs and Company Options are valued based on the merger consideration of $1.14 per share of Company common stock, (ii) the merger closes on [•], 2024, which is the assumed closing date only for purposes of this compensation-related disclosure and (iii) the directors and executives do not receive any Company equity awards prior to completion of the merger, the estimated values of the equity awards (vested and unvested as of the effective time of the merger) held by each executive officer and director are as follows:

77

Retention Bonuses

On February 13, 2024, to promote retention and to incentivize efforts to both consummate the merger and allow for a smooth transition following the consummation of the merger, the Company granted cash retention bonus awards (the “Retention Bonuses”) as set forth in the table below:

Each Retention Bonus is contingent upon the closing and the continued employment of each recipient of a Retention Bonus as of the closing.

Severance Entitlements

James C. Foster Employment Agreement

Pursuant to the Company’s employment agreement with James C. Foster, the Company’s Chief Executive Officer and Chairman, dated January 18, 2023, if Mr. Foster is terminated without cause or resigns for good reason (each, as defined in his employment agreement) within the 3 months prior to or 12 months following a change in control (as defined in his employment agreement, and which definition encompasses the merger), as long as he signs and does not revoke a separation agreement that includes a release of claims, and continues to comply with his restrictive covenant obligations, then Mr. Foster is eligible to receive (x) an amount equal to 18 months of his base salary plus 100% of his annual target bonus, all payable in a lump sum, (y) payment by the Company of the employer-portion of premiums for continued health insurance coverage for 18 months following termination, provided Mr. Foster continues his required copayment of premiums, and (z) the acceleration of vesting of all of his then-outstanding unvested equity awards.

Timothy Bender, Thomas FitzGerald, Scott O’Rourke, John R. Prestridge III, Michael Price, and Kevin T. Reardon Employment Agreements

Pursuant to the Company’s employment agreements (each dated as of January 18, 2023) with each other executive officer of the Company, if such executive officer is terminated without cause or resigns for good reason (each, as defined in the pertinent employment agreement) within the three (3) months prior to or 12 months following a change in control (as defined in his employment agreement, and which definitions encompass the merger), as long as he signs and does not revoke a separation agreement that includes a release of claims, and continues to comply with his restrictive covenant obligations, then such executive officer is eligible to receive (x) an amount equal to 12 months of base salary plus a pro-rated portion of his annual target bonus, all payable in a lump sum, (y) payment by the Company of the employer-portion of premiums for continued health insurance coverage for 12 months following termination provided the executive officer continues his required copayment of premiums, and (z) the acceleration of vesting of all of his then-outstanding unvested equity awards.

78

New Management Arrangements

As of the date of this proxy statement, none of our executive officers have entered into any agreement or engaged in discussions with Parent or any of its affiliates regarding employment or compensation arrangements with Parent and its affiliates on a going-forward basis. Prior to or following the closing, certain of our executive officers may have discussions or may enter into agreements with Parent or one of its affiliates regarding employment or compensation arrangements with Parent and its affiliates, but the merger is not conditioned upon any such agreements or discussions.

Director and Officer Indemnification

Pursuant to the terms of the merger agreement, current and former members of the Board and officers of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement titled “The Merger Agreement—Indemnification and Insurance.”

Accounting Treatment

The merger involves only cash consideration and will be accounted for as a Business Combination using the acquisition method pursuant to ASC 805, Business Combinations.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion summarizes the U.S. federal income tax considerations of the merger to Company stockholders. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, the final, temporary and proposed U.S. Treasury Regulations promulgated thereunder, administrative rulings and published positions of the Internal Revenue Service (the “IRS”) and judicial decisions now in effect, all of which are subject to change at any time or subject to different interpretations (possibly with retroactive effect). This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or to certain types of stockholders that may be subject to special tax treatment, such as, but not limited to, banks and other financial institutions, retirement plans, employee stock ownership plans, regulated investment companies or real estate investment trusts, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities), tax-exempt entities or organizations, United States expatriates, entities subject to the U.S. anti-inversion rules, insurance companies, persons that have a principal place of business or “tax home” outside of the United States, persons subject to special rules under Section 892 of the Code, persons who receive our securities through the exercise of stock options or otherwise as compensation (including Company Options and Company RSUs), controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, insurance companies, “S” corporations, dealers in securities and foreign currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities, brokers, persons who hold our securities as part of a hedge, straddle, conversion, integrated, or other risk reduction or constructive sale transaction, persons required to report income no later than when such income is reported on an “applicable financial statement,” “U.S. Holders” (as defined below) whose functional currency is not U.S. dollars, U.S. Holders that hold our stock through non-U.S. brokers or other non-U.S. intermediaries, or persons subject to the alternative minimum tax. This summary also does not apply to stockholders that do not vote in favor of the merger and who properly demand appraisal of their shares of Company common stock under Section 262 of the DGCL.

This summary does not include any description of the tax laws of any state, local, or non-U.S. jurisdiction that may be applicable to a particular stockholder and does not consider any aspects of U.S. federal tax law other than income taxation (such as estate and gift tax or Medicare contribution tax laws).

In addition, this discussion is limited to persons who hold shares of Company common stock as a “capital asset” (generally, property held for investment) within the meaning of Section 1221 of the Code.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partners and the partnership. A beneficial owner that is a partnership, as well as the partners in such a partnership, are urged to consult their tax advisors about the U.S. federal income tax consequences of owning shares of Company common stock.

79

This discussion is not binding on the IRS. The Company has not sought, and will not seek, any ruling from the IRS or an opinion from counsel with respect to the statements made in the following discussion. Accordingly, there can be no assurance that the IRS will not take a position contrary to such statements or that any such contrary position taken by the IRS would not be sustained by a court. Company stockholders are urged to consult with their own tax advisors to determine the specific consequences of acquiring, holding, and disposing of shares of Company common stock.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. COMPANY STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT LAWS AND ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

Taxation of U.S. Holders of Common Stock

As used herein, the term “U.S. Holder” means a beneficial owner of shares of Company common stock, that is, for U.S. federal income tax purposes:

U.S. Federal Income Tax Consequences of the Merger

Upon a disposition of shares of Company common stock pursuant to the merger, a U.S. Holder will realize gain or loss in an amount equal to the difference between the amount of cash received in the merger and the U.S. Holder’s adjusted tax basis in the shares of Company common stock surrendered in the merger. A U.S. Holder’s adjusted tax basis in shares of Company common stock generally will equal the U.S. Holder’s acquisition cost. Gain or loss on the disposition of shares of Company common stock in the merger will be long-term capital gain or loss if the U.S. Holder has held the stock for more than one year and otherwise as short-term capital gain or loss. The deductibility of capital losses is subject to certain limitations.

Taxation of Non-U.S. Holders of Common Stock

As used herein, the term “Non-U.S. Holder” means any beneficial owner of shares of Company common stock that is not a U.S. Holder.

U.S. Federal Income Tax Consequences of the Merger

Upon a disposition of shares of Company common stock pursuant to the merger, a Non-U.S. Holder will realize gain or loss in an amount equal to the difference between the amount of cash received in such disposition and the Non-U.S. Holder’s adjusted tax basis in such shares of Company common stock. A Non-U.S. Holder’s adjusted tax basis in shares of Company common stock generally will equal the Non-U.S. Holder’s acquisition cost.

80

Generally, subject to the discussion below concerning FIRPTA (as defined below), a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax, unless:

If the Non-U.S. Holder satisfies the ECI Test, any income or gain that is taxable as a result generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If a Non-U.S. Holder is a corporation, its effectively connected income and gain (subject to certain adjustments) may be subject to an additional U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). If the Non-U.S. Holder satisfies the 183 Day Test, any gain that is taxable (net of certain U.S.-source losses) will be taxed at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Information Reporting and Backup Withholding

Backup withholding and information reporting may apply to proceeds of the sale or other disposition of shares of Company common stock pursuant to the merger.

U.S. Holders

A U.S. Holder may be subject to backup withholding at the rate of 24% unless such holder comes within certain exempt categories and, when required, demonstrates this fact, or provides to the applicable withholding agent a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules. A U.S. Holder who does not provide the applicable withholding agent with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the U.S. Holder’s income tax liability, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

A Non-U.S. Holder may be subject to backup withholding unless the payee certifies that it is not a U.S. person or otherwise establishes an exemption by supplying the applicable withholding agent with a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such Non-U.S. Holder’s status as a non-U.S. person and otherwise complies with applicable certification requirements. Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules from a payment to a Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability (which might entitle such Non-U.S. Holder to a refund), provided that the required information is timely furnished to the IRS.

81

Each Company stockholder is urged to consult its own tax advisor regarding the information reporting and backup requirements applicable to it.

Foreign Account Tax Compliance Act Withholding

The “Foreign Account Tax Compliance Act” (“FATCA”) (as set forth in Sections 1471 to 1474 of the Code and the U.S. Treasury Regulations thereunder, including any successor provisions, subsequent amendments and administrative guidance promulgated thereunder) generally imposes a withholding tax of 30% on “withholdable payments” made to a “foreign financial institution” unless the foreign financial institution enters into an agreement with the IRS to collect and provide to the IRS on an annual basis substantial information regarding its U.S. account holders or an exception applies. If a foreign financial institution enters into such an agreement but is unable to obtain the relevant information from its direct and indirect account holders or owners on an annual basis, the foreign financial institution will be required to withhold 30% of any withholdable payment allocable to such account holders, and there is a risk that the IRS may determine that the foreign financial institution is not in compliance with its agreement, resulting in the foreign financial institution becoming subject to the 30% withholding tax on all of the withholdable payments made to it. The term “withholdable payment” generally includes any payment of fixed or determinable, annual or periodic income received from U.S. sources, including U.S. source dividends and interest to the extent not effectively connected with the conduct of a U.S. trade or business, and may include the gross proceeds of a disposition of stock or of debt instruments and “foreign pass-thru payments,” in each case with respect to any U.S. investment; however, pursuant to proposed regulations issued in December 2018 (which can be relied upon until final regulations are issued), withholding on payments of gross proceeds from the sale or other disposition of property that can produce U.S. source interest or dividends would be eliminated, and withholding on payments of certain foreign source income would not be effective until two years after final regulations are promulgated. FATCA also generally imposes a withholding tax of 30% on withholdable payments made to a non-U.S. entity that is not a foreign financial institution unless such entity provides the withholding agent with a certification identifying the substantial U.S. owners of the entity, which are generally defined as any U.S. persons who directly or indirectly own more than 10% of the entity, or unless an exception applies. An amount equal to 30% of any withholdable payments made to any Non-U.S. Holder that is a foreign financial institution or other non-U.S. entity in the merger may be withheld unless such stockholder complies with the applicable requirements discussed above. Accordingly, certain Company stockholders may be required to provide certain information to the Company in order to avoid the imposition of the 30% withholding tax on any withholdable payments made in connection with the merger. No additional amounts will be paid to Non-U.S. Holders in respect of amounts withheld.

The foregoing is only a general summary of certain provisions of FATCA. Non-U.S. Holders are urged to consult with their own tax advisors regarding the application of FATCA to the disposition of common stock pursuant to the merger.

THE TAX DISCUSSION SET FORTH ABOVE IS FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE CONSIDERED TO DESCRIBE FULLY THE TAX CONSEQUENCES OF THE MERGER. COMPANY STOCKHOLDERS ARE STRONGLY URGED TO CONSULT, AND MUST RELY ON, THEIR OWN TAX ADVISERS WITH RESPECT TO THE TAX CONSEQUENCES OF THE MERGER, THE IMPACT OF U.S. FEDERAL TAXES (INCLUDING TAXES OTHER THAN INCOME TAXES, SUCH AS ESTATE AND GIFT TAXES) ON SUCH COMPANY STOCKHOLDERS AND STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS, AS WELL AS THE POTENTIAL CONSEQUENCES OF ANY CHANGES THERETO MADE BY FUTURE LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL DEVELOPMENTS (WHICH MAY HAVE RETROACTIVE EFFECT).

Regulatory Approvals in Connection with the Merger

The parties to the merger agreement are obligated to cooperate with each other and use their respective reasonable best efforts to, as promptly, as practicable, amongst other things, (1) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary to consummate the transactions, (2) execute and deliver any additional instruments necessary to consummate the transactions and (3) defend or contest any lawsuit or other legal proceedings brought by a third party that could prevent or impede, interfere with, hinder or delay the consummation of the merger or the transactions contemplated thereby, as described in the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts.” The management of each of Parent and the Company currently believes that the necessary regulatory approvals can be obtained in the first or second quarter of 2024; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

82

HSR Act Clearance

Consummation of the merger is subject to the requirements of the HSR Act and the rules promulgated thereunder by the FTC, which prevent certain transactions such as the merger from being consummated until (1) certain information and materials are furnished to the DOJ and the FTC and (2) the applicable waiting period expires or is terminated. The FTC and DOJ currently have suspended the practice of granting early termination under the HSR Act, subject to certain limited exceptions. Both the Company and Parent filed their respective Notification and Report Forms with the FTC and the DOJ on February 28, 2024. The waiting period applicable to the consummation of the merger under the HSR Act is scheduled to expire at 11:59 p.m., Eastern Time, on March 29, 2024.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including, for example, seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, any state could also take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include, for example, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

Non-U.S. Regulatory Approvals

The merger is a “notifiable acquisition” under the NSI Act. Accordingly, the completion of the merger is subject to obtaining a favorable outcome under the NSI Act either by (i) the United Kingdom Secretary of State (the “UK Secretary of State”) confirming that no further action will be taken in relation to the merger under the NSI Act; or (ii) the UK Secretary of State making a final order in relation to the merger under the NSI Act that permits the merger to be completed subject to the provisions of such final order (and, to the extent relevant, all conditions, provisions or obligations contained in such final order necessary for completion of the merger having been satisfied or complied with).

The UK Secretary of State could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. We cannot be certain that the merger will not be called in for a full review on national security grounds following the initial review period or that, if called in, we will prevail.

Delisting and Deregistration of the Company Common Stock

Parent and the Company have agreed to cooperate with each other to cause the Company common stock and the Company public warrants to be delisted from The Nasdaq Global Market and The Nasdaq Capital Market, respectively, and deregistered under the Exchange Act as soon as reasonably practicable following the effective time of the merger.

83

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is important to you, and is qualified in its entirety by the complete text of the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We urge you to carefully read the merger agreement in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of the Company, Parent or Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedules to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any additional material information necessary to provide Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Merger

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the merger and as a wholly-owned subsidiary of Parent.

84

Closing and Effective Time of the Merger

The closing will take place at 9:00 a.m., Eastern Time, on the fifth business day following the satisfaction or waiver (to the extent permitted under the merger agreement) of the conditions described below in the section of this proxy statement entitled “The Merger Agreement—Conditions of the Merger” below (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent such waiver is permitted under the merger agreement) of those conditions at the closing) or such other time as the Company and Parent may otherwise agree. If the Company is awarded the Parent Termination Fee (as defined in the section of this proxy statement entitled “The Merger Agreement—Termination Fees” below) and such award is nonappealable or not appealed by Parent or Merger Sub, Parent may require the Company to consummate the closing within 10 business days of notice provided by Parent in lieu of payment of the Parent Termination Fee, subject to the satisfaction or waiver (to the extent permitted under the merger agreement) of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent such waiver is permitted under the merger agreement) of those conditions at the closing).

The merger will become effective at the time that the certificate of merger is filed with the Secretary of State of the State of Delaware or at such later time as may be agreed in writing by the Company and Merger Sub and specified in the certificate of merger.

Certificate of Incorporation and By-laws; Directors and Officers

At the effective time of the merger, the certificate of incorporation of Merger Sub, but amended so that the name of the surviving corporation will be “ZeroFox Holdings, Inc.,” will be the certificate of incorporation of the surviving corporation, until thereafter amended in accordance with its terms and the DGCL. The bylaws of Merger Sub, but amended so that the name of the surviving corporation will be “ZeroFox Holdings, Inc.,” will be the bylaws of the surviving corporation, until thereafter amended in accordance with its terms and the DGCL. A copy of the certificate of incorporation of Merger Sub is attached hereto as Annex D.

The directors of Merger Sub immediately prior to the effective time of the merger will be the directors of the surviving corporation immediately following the effective time of the merger, until their respective successors are duly elected and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation and applicable law.

The officers of the Company immediately prior to the effective time of the merger will be the officers of the surviving corporation immediately following the effective time of the merger, until their respective successors are duly elected and qualified or their earlier death, resignation or removal.

Consideration To Be Received in the Merger

At the effective time of the merger, each issued and outstanding share of Company common stock (other than the Excluded Shares) will be canceled and converted automatically into, and will thereafter represent only, the right to receive an amount in cash equal to $1.14 per share, without interest and subject to any applicable withholding taxes. As of the effective time of the merger, each holder of Company common stock will cease to have any rights with respect thereto, except the right to receive the merger consideration to be paid in consideration therefor.

85

Treatment of Company Equity Awards

Each Company equity award will be treated as follows:

Payments in respect of Company equity awards described above that are vested as of the effective time of the merger will be made on the later of two business days following the effective time of the merger and the first regular payroll date of the surviving corporation that occurs following the effective time of the merger. Payments in respect of cash replacement amounts described above will be made on the later of two business days following the date on which the cash amount vests and the first regular payroll date of the surviving corporation following the date on which such amount vests.

Treatment of Warrants

At the effective time of the merger, in accordance with the terms of that certain warrant agreement governing an aggregate of 16,213,469 Company public/private warrants, each Company public/private warrant that is unexercised and outstanding as of immediately prior to the effective time of the merger will automatically, without any action on the part of the holder thereof, cease to represent a warrant to purchase a share of Company common stock and instead represent a right by the holder thereof upon any subsequent exercise, to receive the merger consideration in respect of each share of Company common stock for which such Company public/private

86

warrant was exercisable immediately prior to the effective time of the merger, provided that the exercise price for the holder of any such Company public/private warrant that properly exercises such Company public/private warrant within 30 days following the public disclosure of the closing pursuant to a current report on Form 8-K filed with the SEC will be reduced as provided in the warrant agreement governing the Company public/private warrants. Such reduced exercise price will be the amount of $1.14 minus the Black-Scholes value of a warrant computed in accordance with the warrant agreement.

At the effective time of the merger, in accordance with the terms of that certain warrant to purchase common stock governing an aggregate of 128,676 warrants to purchase shares of Company common stock, each Company Stifel warrant will automatically terminate and be cancelled and extinguished for no consideration.

Payment for Stock

Prior to or at the effective time of the merger, Parent will deposit (or cause to be deposited) with the paying agent cash sufficient to pay the aggregate per share merger consideration to Company stockholders.

As soon as reasonably practicable after the effective time of the merger (but in no event later than fifth business day following the closing), Parent will cause the paying agent to mail to each person who was, at the effective time of the merger, a holder of record of Company common stock (other than Company common stock to be cancelled in accordance with the merger agreement) (1) a letter of transmittal and (2) instructions advising such Company stockholder how to surrender share certificates or book-entry shares to the paying agent in exchange for payment of the merger consideration.

Upon surrender of a certificate or book-entry share to the paying agent, together with a letter of transmittal (duly completed and validly executed in accordance with the instructions thereto or, in the case of book-entry shares, receipt of an “agent’s message” by the paying agent), and such other documents as may customarily be required by the paying agent, the holder of such share certificate or book-entry share will be entitled to receive in exchange therefor the merger consideration into which the shares of Company common stock represented by such share certificates or book-entry shares have been converted, and the share certificate or book entry share so surrendered will forthwith be canceled.

At or prior to the effective time of the merger, Parent will deposit or cause to be deposited with the paying agent an amount in cash sufficient to pay the aggregate merger consideration (the “payment fund”). Pending its disbursement in accordance with the merger agreement, the payment fund will be invested by the paying agent at the reasonable direction of Parent (subject to certain restrictions set forth in the merger agreement). Parent will deposit or cause to be deposited with the paying agent additional funds sufficient for the paying agent to make all payments of merger consideration in accordance with the merger agreement or necessary as a result of any losses from any investment of the payment fund or any other deficiency. No investment losses resulting from investment of the payment fund shall affect the amounts payable to any holder of shares of Company common stock as provided in the merger agreement.

Transfer Books; No Further Ownership Rights

At the effective time of the merger, the stock transfer books of the Company will be closed and thereafter there will be no further registration of transfers on the stock transfer books of the surviving corporation of the shares of Company common stock that were outstanding immediately prior to the effective time of the merger. If at any time after the effective time of the merger, share certificates or book-entry shares are presented to the surviving corporation, Parent or the paying agent for transfer or any other reason, the holder of any such share certificates or book-entry shares will be given a copy of the letter of transmittal referred to above and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled to receive.

Lost, Stolen or Destroyed Certificates

A holder of a share certificate that has been lost, stolen or destroyed will have to make an affidavit of that fact (in customary form and substance reasonably acceptable to Parent) and, if required by the paying agent or Parent, post a bond in a customary amount as indemnity against any claim that may be made against it with respect to such share certificate, upon which the paying agent will pay, in exchange for such lost, stolen or destroyed share certificate, the applicable merger consideration.

87

Termination of Payment Fund

Upon the first anniversary of the closing date, any portion of the payment fund (including any proceeds from any investments thereof) that has not been disbursed to the former holders of shares of Company common stock will be delivered to the surviving corporation, and thereafter any such former holders will be entitled to look only to the surviving corporation (as general unsecured creditors thereof) for payment of their claim for the merger consideration.

No Liability

Notwithstanding any provision of the merger agreement to the contrary, none of the Company, Parent, Merger Sub, the surviving corporation, the paying agent or any other person will be liable to any former holder of shares of Company common stock or any other securities of the Company for any amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Withholding Taxes

Parent, Merger Sub, the surviving corporation, the paying agent and their affiliates and any agent thereof will be entitled to deduct and withhold from the merger consideration, and any other amounts payable pursuant to the merger agreement, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any applicable provision of state, local or non-U.S. tax law. To the extent amounts are so withheld and paid over to the appropriate governmental authority, the withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

Representations and Warranties

The merger agreement contains representations and warranties of the Company, Parent, and Merger Sub.

Some of the representations and warranties in the merger agreement made by the Company are qualified as to materiality or “material adverse effect.” For purposes of the merger agreement, a “material adverse effect” with respect to the Company means any event, change, occurrence, effect, state of facts, condition or development that (a) individually or taken together with all other events, changes, occurrences, effects, states of facts, conditions or developments that have occurred prior to the date of determination of the occurrence of such a material adverse effect, would reasonably be expected to have a material adverse effect on the business, assets, operations, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent, materially impair or materially delay the consummation by the Company of the merger prior to August 6, 2024 (which date may under certain circumstances to extended to November 6, 2024), except that solely with respect to clause (a), will not include any events, changes, occurrences, effects, states of facts, conditions or developments relating to or resulting from (i) changes in general economic or political conditions or the securities, equity, credit or financial markets in general, or changes in or affecting domestic or foreign interest or exchange rates, (ii) any decline in the market price or trading volume of the Company common stock or any change in the credit rating of the Company or any of its securities (it being understood that the underlying facts giving rise or contributing to such decline or change may be taken into account in determining whether there has been a material adverse effect), (iii) changes or developments generally affecting the industries in which the Company or its subsidiaries operate, (iv) changes in law after the date of the merger agreement or the interpretation or enforcement thereof, (v) the execution, delivery or performance of the merger agreement or the public announcement or pendency or consummation of the merger or other transactions contemplated by the merger agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its subsidiaries with employees, partnerships, customers or suppliers, (vi) the identity of Parent or any of its affiliates as the acquiror of the Company, (vii) compliance with the terms of, or the taking of or omission to take of any action expressly required by, or prohibited by, the merger agreement (other than compliance by the Company with its covenant to conduct its business in the ordinary course) or consented to in writing or by electronic transmission by Parent, (viii) any act of civil unrest, civil disobedience, war, terrorism, cyber terrorism, military activity, or sabotage,

88

including an outbreak or escalation of hostilities involving the United States or any other governmental entity or the declaration by the United States or any other governmental entity of a national emergency or war, or any worsening or escalation of any such conditions threatened or existing on the date of the merger agreement, (ix) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, (x) any pandemic, epidemic or disease outbreak (including COVID-19) or other comparable events or any COVID-19 Measures (as defined in the merger agreement), (xi) changes in GAAP after the date of the merger agreement or the interpretation or enforcement thereof, (xii) any stockholder litigation relating to or resulting from the merger agreement or the transactions contemplated thereby, including the merger, or (xiii) any failure to meet internal or published projections, forecasts, guidance or revenue or earning predictions (it being understood that the underlying facts giving rise or contributing to such failure may be taken into account in determining whether there has been a material adverse effect); except, with respect to the foregoing clauses (i), (iii), (iv), (viii), (ix), (x) and (xi), if the impact has a materially disproportionate impact on the Company and its subsidiaries, taken as a whole, relative to the operations of other participants operating in the industries in which the Company and its subsidiaries operate, the incremental material disproportionate impact may be taken into account in determining whether there has been a material adverse effect.

In the merger agreement, the Company has made representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties made by the Company relate to, among other topics, the following:

89

In the merger agreement, Parent and Merger Sub have made representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties made by the Parent and Merger Sub relate to, among other topics, the following: