--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-136801" form_type: "8-K" ticker: null cik: "0001823575" company_name: "ZeroFox Holdings, Inc." filed_at: "2024-05-13T23:59:59+00:00" generated_at: "2026-06-02T02:37:32.382016+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # ZeroFox completes acquisition by Haveli Investments for $1.14/share; delisted from Nasdaq ## Summary - Total equity value ~$162.1M; stockholders receive $1.14 per share in cash. - Company enters new $120M term loan facility and $10M revolver with Monroe Capital. - Repurchased $174.4M of 7.00%/8.75% Convertible Senior Notes and terminated Stifel credit agreement. - Board of directors reconstituted; James C. Foster remains CEO. Company becomes private subsidiary of Haveli. - Common stock and warrants halted and delisted from Nasdaq; company files Form 25 and Form 15 to deregister. ## SEC filing metadata - accession: 0001193125-24-136801 - form_type: 8-K - cik: 0001823575 - company_name: ZeroFox Holdings, Inc. - filed_at: 2024-05-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/d804481d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-136801 - JSON: https://secwatch.observer/filing/0001193125-24-136801.json - Plain text: https://secwatch.observer/filing/0001193125-24-136801.txt ## Key facts - Debt Financings ZeroFox Holdings, Inc. incurred credit facility of $120,000,000 initial term loan and $10,000,000 revolving credit facility with Monroe Capital Management Advisors, LLC maturing sixth anniversary of the Closing Date. - Instrument: credit facility - Principal: $120,000,000 initial term loan and $10,000,000 revolving credit facility - Counterparty: Monroe Capital Management Advisors, LLC - Maturity: sixth anniversary of the Closing Date - Event: incurrence source text: The Credit Agreement provides for extensions of credit in the form of (i) initial term loans to Parent in an aggregate principal amount of $120,000,000 (the “Initial Term Loan”) and (ii) revolving credit loans made available to the Parent at any time and from time to time (prior to the sixth anniversary of the Closing Date, or if such date is not a business day, the immediately preceding business day) in an aggregate principal amount at any time outstanding not in excess of $10,000,000 (including letters of credit outstanding at the time). evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change James C. Foster resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Samskriti King resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Thomas F. Kelly resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Paul Hooper resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Ian Loring was appointed as Director at ZeroFox Holdings, Inc.. - Action: appointed - Role: Director source text: At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Brian Sheth departed as Director at ZeroFox Holdings, Inc.. - Action: ceased - Role: Director source text: Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Brian Sheth was appointed as Director at ZeroFox Holdings, Inc.. - Action: appointed - Role: Director source text: At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Adam Gerchen resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Kevin T. Reardon was appointed as Director at ZeroFox Holdings, Inc.. - Action: appointed - Role: Director source text: James C. Foster and Kevin T. Reardon were appointed as the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Teresa H. Shea resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Barbara Stewart resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Todd P. Headley resigned as Director at ZeroFox Holdings, Inc.. - Action: resigned - Role: Director source text: James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change James C. Foster was appointed as Director at ZeroFox Holdings, Inc.. - Action: appointed - Role: Director source text: James C. Foster and Kevin T. Reardon were appointed as the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Executive change Ian Loring departed as Director at ZeroFox Holdings, Inc.. - Action: ceased - Role: Director source text: Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Governance Changes ZeroFox Holdings, Inc.: Certificate of incorporation amended and restated. - Change: charter amendment source text: upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Governance Changes ZeroFox Holdings, Inc.: Bylaws amended and restated. - Change: bylaw amendment source text: upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - M&A Transactions ZeroFox Holdings, Inc. underwent a change of control involving ZI Intermediate II, Inc. for total equity value of the transaction was approximately $162.1 million (closed 2024-05-13). - Action: change of control - Counterparty: ZI Intermediate II, Inc. - Consideration: total equity value of the transaction was approximately $162.1 million - Closing: 2024-05-13 source text: As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total equity value of the transaction was approximately $162.1 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Material Agreements ZeroFox Holdings, Inc. terminated Note Repurchase Agreements with Noteholders valued at The Company repurchased approximately $174.4 million aggregate payoff amount of Notes, constituting (effective 2024-05-13). - Action: termination - Agreement: notes offering - Counterparty: Noteholders - Value: The Company repurchased approximately $174.4 million aggregate payoff amount of Notes, constituting - Effective: 2024-05-13 source text: Concurrently with the closing of the Merger, in accordance with the terms of the Note Repurchase Agreements, the Company repurchased approximately $174.4 million aggregate payoff amount of Notes (including accrued and unpaid interest through the closing date under the Credit Agreement) from the Noteholders, constituting payment in full and cancellation of the Notes. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Material Agreements ZeroFox Holdings, Inc. entered into Credit Agreement with Monroe Capital Management Advisors, LLC valued at $120,000,000 initial term loan and $10,000,000 revolving credit facility (effective 2024-05-13). - Action: entry - Agreement: credit facility - Counterparty: Monroe Capital Management Advisors, LLC - Value: $120,000,000 initial term loan and $10,000,000 revolving credit facility - Effective: 2024-05-13 source text: On May 13, 2024, in connection with the Merger, ZI Intermediate I, Inc., a Delaware corporation (“Holdings”), Parent, entered into a credit agreement (the “Credit Agreement”) with Monroe Capital Management Advisors, LLC, as the administrative agent, the collateral agent, and the letter of credit issuer, and certain lenders party thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm - Material Agreements ZeroFox Holdings, Inc. terminated Loan and Security Agreement with Stifel Bank valued at The Company terminated the Loan and Security Agreement and repaid all advances and other obligations (effective 2024-05-13). - Action: termination - Agreement: credit facility - Counterparty: Stifel Bank - Value: The Company terminated the Loan and Security Agreement and repaid all advances and other obligations - Effective: 2024-05-13 source text: Concurrently with the closing of the Merger, the Company terminated that certain Loan and Security Agreement, dated January 7, 2021, as amended or supplemented from time to time, by and among the Company, the other loan parties thereto and Stifel Bank and concurrently repaid all advances and other obligations outstanding thereunder. evidence_url: https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.