Monday, May 6, 2024

Equity Corporate Actions Alert #2024 - 223
(UPDATED: Merger closed) Information Regarding the Merger of ZeroFox Holdings, Inc. (ZFOX & W)

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  • Industry Announcement

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At a special meeting held on April 30, 2024, the shareholders of ZeroFox Holdings, Inc. (ZFOX & W) approved the proposed merger with Haveli Investments. The merger is tentatively scheduled to close prior to the market open on May 13, 2024. In anticipation of the closing, the stock will be halted immediately following the after-hours session at 8 p.m. on May 10, 2024. If the merger closes as anticipated, the stock will remain halted on the day of closing (May 13th) and will be suspended effective May 14, 2024. The details are as follows:

Company Name/Issue: ZeroFox Holdings, Inc. Common Stock
CUSIP#: 98955G103
Symbol: ZFOX
Last Trading Date: May 10, 2024
Marketplace Effective Date for Suspension: May 14, 2024
Merger Consideration: $1.14 for each share held.
Company Name/Issue: ZeroFox Holdings, Inc. Warrant
CUSIP#: 98955G111
Symbol: ZFOXW
Last Trading Date: May 10, 2024
Marketplace Effective Date for Suspension: May 14, 2024
Merger Consideration: The exercise price for the holder of ZFOXW that properly exercises such warrant within 30 days following the public disclosure of the closing of the merger pursuant to a current report on Form 8-K filed with the SEC will be reduced as provided for in the warrant agreement governing the public 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. See proxy statement for details.


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