---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-014131"
form_type: "8-K"
ticker: null
cik: "0001823575"
company_name: "ZeroFox Holdings, Inc."
filed_at: "2023-04-24T23:59:59+00:00"
generated_at: "2026-06-16T19:26:37.520519+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# ZeroFox closes LookingGlass acquisition; amends Stifel loan to $22.5M, extends maturity to 2025

## Summary
- Completed acquisition of LookingGlass Cyber Solutions on April 21, 2023 (announced April 17).
- Stifel loan facility increased to $22.5M; borrowed additional $7.5M; maturity extended to June 30, 2025.
- New liquidity covenant: cash at Stifel plus 50% of trade receivables to debt ratio >=1.5; minimum $17.5M unrestricted cash at Stifel.
- Issued warrant to Stifel Bank for 128,676 shares at $1.36/share, expiring April 21, 2033.
- Renewed HQ lease (with related party, CEO James Foster) for 3 years; base rent $27,083/month with 3% annual increase.

## SEC filing metadata
- accession: 0000950170-23-014131
- form_type: 8-K
- cik: 0001823575
- company_name: ZeroFox Holdings, Inc.
- filed_at: 2023-04-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823575/000095017023014131/0000950170-23-014131-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823575/000095017023014131/zfox-20230421.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-014131
- JSON: https://secwatch.observer/filing/0000950170-23-014131.json
- Plain text: https://secwatch.observer/filing/0000950170-23-014131.txt

## Key facts
- Debt Financings
  ZeroFox Holdings, Inc. amended credit facility of increase the aggregate borrowing limit thereunder to $22.5 million with Stifel Bank maturing extend the maturity date to June 30, 2025.
  - Instrument: credit facility
  - Principal: increase the aggregate borrowing limit thereunder to $22.5 million
  - Counterparty: Stifel Bank
  - Maturity: extend the maturity date to June 30, 2025
  - Event: amendment
  source text: On April 21, 2023, ZeroFox, Inc., as borrower (“ZFI”), and ZeroFox Holdings, Inc. (the “Company”) and its other subsidiaries, as guarantors, entered into a seventh amendment (the “Stifel LSA Amendment”) to the loan and security agreement with Stifel Bank which, among other things will increase the aggregate borrowing limit thereunder to $22.5 million and extend the maturity date to June 30, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000095017023014131/0000950170-23-014131-index.htm
- Debt Financings
  ZeroFox Holdings, Inc. incurred term loan of borrowed an additional $7.5 million with Stifel Bank.
  - Instrument: term loan
  - Principal: borrowed an additional $7.5 million
  - Counterparty: Stifel Bank
  - Event: incurrence
  source text: On April 21, 2023, ZFI borrowed an additional $7.5 million under the facility and increased its aggregate borrowings under the facility to $22.5 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000095017023014131/0000950170-23-014131-index.htm
- Material Agreements
  ZeroFox Holdings, Inc. amended Lease Amendment with 1830 Charles Street LLC valued at $27,083.33 per month (effective 2023-04-21).
  - Action: amendment
  - Agreement: lease
  - Counterparty: 1830 Charles Street LLC
  - Value: $27,083.33 per month
  - Effective: 2023-04-21
  source text: Following such approval by the Audit Committee, the parties entered into Amendment No. 2 to Lease Agreement on April 21, 2023 (the “Lease Amendment”) which extends the HQ Lease for an additional three (3) year term to expire on February 28, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000095017023014131/0000950170-23-014131-index.htm
- Material Agreements
  ZeroFox Holdings, Inc. amended Stifel LSA Amendment with Stifel Bank valued at $22.5 million (effective 2023-04-21).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Stifel Bank
  - Value: $22.5 million
  - Effective: 2023-04-21
  source text: On April 21, 2023, ZeroFox, Inc., as borrower (“ZFI”), and ZeroFox Holdings, Inc. (the “Company”) and its other subsidiaries, as guarantors, entered into a seventh amendment (the “Stifel LSA Amendment”) to the loan and security agreement with Stifel Bank which, among other things will increase the aggregate borrowing limit thereunder to $22.5 million and extend the maturity date to June 30, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000095017023014131/0000950170-23-014131-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.