As filed with the Securities and Exchange Commission on June 27, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TORO COMBINECO, INC.

(Exact name of registrant as specified in its charter)

Delaware	4822	99-2218610
(State or other jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

275 Grove Street

Newton, Massachusetts 02466 

(617) 431-9200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Cotoia

Chief Executive Officer

275 Grove Street

Newton, Massachusetts 02466 

(617) 431-9200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joseph B. Conahan
Andrew P. Alin
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000 Charles D. Rennick
Vice President, General Counsel and Corporate Secretary
275 Grove Street
Newton, Massachusetts 02466
(617) 431-9200 Rupert Hopley
Brian Vasandani
Informa PLC
5 Howick Place
London, SW1P 1WG
UK
+44 (20) 8052-0400 John A. Healy
Benjamin K. Sibbett Jonathan D. Bobinger
Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, New York 10001
(212) 878-8000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒	(Do not check if a smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this combined proxy statement/prospectus is not complete and may be changed. Toro CombineCo, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This combined proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JUNE 27, 2024

TechTarget, Inc.

275 Grove Street

Newton, Massachusetts 02466

(617) 431-9200

  , 2024

Dear TechTarget, Inc. Stockholders:

You are cordially invited to attend a special meeting of the stockholders of TechTarget, Inc. (“TechTarget”) to be held on    , 2024, at      a.m., Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 (such meeting, including any adjournment or postponement thereof, the “special meeting”).

On January 10, 2024, TechTarget, Toro CombineCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TechTarget (“CombineCo”), Toro Acquisition Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CombineCo (“Merger Sub”), Informa PLC, a public limited company organized under the laws of England and Wales (“Informa”), Informa US Holdings Limited, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Informa (“Informa HoldCo”), and Informa Intrepid Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Informa HoldCo (“Informa Intrepid”), entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”) to combine the digital businesses of Informa’s Informa Tech division (collectively, the “Informa Tech Digital Businesses”) and TechTarget under a new publicly traded company.

The Transaction Agreement provides that (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses), in exchange for shares of CombineCo’s common stock, par value $0.001 per share (“NewCo common stock”), (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the merger and becoming a direct wholly owned subsidiary of CombineCo (the “Merger”) and (iii) as a result of the Merger, each issued and outstanding share of TechTarget’s common stock, par value $0.001 per share (“TechTarget common stock”), will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $350 million plus the amount of the adjustment for EBITDA (as adjusted in certain respects) set forth in the Transaction Agreement (if any), which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock as of the date of the accompanying combined proxy statement/prospectus (the foregoing and the other transactions contemplated by the Transaction Agreement, collectively, the “Transactions”).

Immediately following the closing of the Transactions (the “Closing”), Informa HoldCo will own 57% of the outstanding NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of TechTarget’s 0.125% Convertible Senior Notes due 2025 and 0.00% Convertible Senior Notes due 2026 or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and former TechTarget stockholders will own the remaining outstanding NewCo common stock. Following the Closing, CombineCo will change its registered name with the Secretary of State of the State of Delaware to “TechTarget, Inc.” (in the accompanying combined proxy statement/prospectus, we refer to the renamed, post-Closing CombineCo as “NewCo”). Following the Closing, TechTarget will change its registered name with the Secretary of State of the State of Delaware to “TechTarget Holdings Inc.” and the TechTarget common stock will be delisted from The Nasdaq Global Market (“Nasdaq”) and deregistered under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and cease to be publicly traded. NewCo and its subsidiaries will operate under TechTarget’s current name “TechTarget, Inc.” and we intend to list the NewCo common stock on Nasdaq or such other U.S. national securities exchange as mutually agreed in writing by the parties to the Transaction Agreement (such national securities exchange, the “Exchange”), under TechTarget’s current stock ticker symbol “TTGT.”

At the special meeting holders of TechTarget common stock at the close of business on    , 2024, will be asked to vote on:

• a proposal to adopt the Transaction Agreement;

• a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions, including the Merger;

• a proposal to approve and adopt the proposed TechTarget, Inc. 2024 Incentive Plan (the “NewCo Incentive Plan”), a copy of which is attached as Annex N to the accompanying combined proxy statement/prospectus;

• a proposal to approve and adopt the proposed TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “NewCo ESPP”), a copy of which is attached as Annex O to the accompanying combined proxy statement/prospectus; and

• a proposal to adjourn TechTarget’s special meeting if TechTarget determines it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement.

Following a comprehensive review of TechTarget’s strategic opportunities to increase stockholder value, the TechTarget board of directors (the “TechTarget Board”) concluded that Informa is the ideal strategic partner for TechTarget. The TechTarget Board believes that the Transactions provide the best opportunity to expand TechTarget’s current addressable market and enhance the resilience of its business by increasing its presence in new markets and new buyer personas. The TechTarget Board believes the Transactions will provide substantial benefits to TechTarget stockholders by offering immediate cash value as well as the opportunity to continue to participate in the long-term value-creation of a larger, more diversified and stronger combined company as holders of shares of NewCo common stock.

The TechTarget Board has reviewed and considered the terms of the Transaction Agreement and has unanimously determined that the Transaction Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, TechTarget and its stockholders. The TechTarget Board recommends that you vote “FOR” the proposal to adopt the Transaction Agreement and “FOR” all the other proposals described in the accompanying combined proxy statement/prospectus.

We urge you to read the enclosed combined proxy statement/prospectus, including the Annexes and the documents incorporated by reference therein, carefully and in their entirety, as they include important information about the Transactions and the proposals. In particular, we urge you to carefully read the section titled “Risk Factors” beginning on page 52 of the enclosed combined proxy statement/prospectus for a description of the risks that you should consider in evaluating the Transactions and the proposals.

Your vote is very important. We cannot complete the Transactions unless TechTarget stockholders adopt the Transaction Agreement. Whether or not you expect to attend the special meeting, the details of which are described in the enclosed combined proxy statement/prospectus, please immediately submit your proxy by telephone, by the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope.

After the completion of the Transactions, we will be a “Controlled Company” within the meaning of the Exchange’s corporate governance listing standards. We will qualify for exemptions from certain corporate governance listing standards of the Exchange and we will avail ourselves of such exemptions, in whole or in part, as requested by Informa, for so long as Informa continues to hold a majority of the outstanding shares of NewCo common stock.

If you have any questions or require assistance in voting your shares, you should call Mackenzie Partners, Inc. (“Mackenzie”), TechTarget’s proxy solicitor for the special meeting, toll-free at (800) 322-2885.

Sincerely,

/s/ Michael Cotoia	/s/ Greg Strakosch
Michael Cotoia	Greg Strakosch
President and Chief Executive Officer	Executive Chairman
TechTarget, Inc.	TechTarget, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued pursuant to the Transactions or determined if the enclosed combined proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The enclosed combined proxy statement/prospectus is dated    , 2024, and is first being mailed to stockholders on or about    , 2024.

TechTarget, Inc.

275 Grove Street

Newton, Massachusetts 02466

(617) 431-9200

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF TECHTARGET, INC.

TO BE HELD ON     , 2024

A special meeting of TechTarget, Inc. stockholders will be held on     , 2024, at      a.m., Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, for the following purposes:

1 To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 10, 2024 (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”), among TechTarget, Inc. (“TechTarget”), Toro CombineCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TechTarget (“CombineCo”), Toro Acquisition Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CombineCo (“Merger Sub”), Informa PLC, a public limited company organized under the laws of England and Wales (“Informa”), Informa US Holdings Limited, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Informa (“Informa HoldCo”), and Informa Intrepid Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Informa HoldCo (“Informa Intrepid”) that provides for, among other things, the merger of Merger Sub with and into TechTarget (collectively, the “Transactions”).

2 To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions.

3 To consider and vote on a proposal to adopt the proposed TechTarget, Inc. 2024 Incentive Plan (the “NewCo Incentive Plan”), a copy of which is attached as Annex N to the accompanying combined proxy statement/prospectus (the “Incentive Plan Proposal”).

4 To consider and vote on a proposal to adopt the proposed TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “NewCo ESPP”), a copy of which is attached as Annex O to the accompanying combined proxy statement/prospectus (the “ESPP Proposal”).

5 To consider and vote on a proposal to approve the adjournment of the special meeting if TechTarget determines that it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (such meeting, including any adjournment or postponement thereof, the “special meeting”).

These items of business, including the Transaction Agreement and the proposed Transactions, are described in detail in the accompanying combined proxy statement/prospectus. The section titled “The Transaction Agreement” beginning on page 162 of the enclosed combined proxy statement/prospectus provides a detailed summary of the terms of the Transaction Agreement and is incorporated by reference herein to this notice.

Only stockholders of record on the books of TechTarget at the close of business on    , 2024 will be entitled to vote at the special meeting. If a new record date is set for the special meeting, you will be entitled to vote at the special meeting if you hold shares of TechTarget common stock as of such new record date. The amended and

i

restated bylaws of TechTarget provide that the TechTarget Board may postpone and reschedule the special meeting. Additionally, the officer presiding over a special meeting may adjourn the meeting if, among other things, the TechTarget Board determines that adjournment is in the best interests of TechTarget. The Transaction Agreement imposes certain limitations on adjournments and postponements described more fully in “The Transaction Agreement—TechTarget Special Meeting” beginning on page 184 of this combined proxy statement/prospectus.

THE TECHTARGET BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH PROPOSAL.

Your vote is very important. Adoption of the Transaction Agreement by TechTarget stockholders is a condition to the consummation of the Transactions and requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of TechTarget common stock entitled to vote on such proposal. Your abstaining, failure to submit a proxy or vote in person at the special meeting or failure to provide your broker, nominee, fiduciary or other custodian, as applicable, with instructions on how to vote your shares will have the same effect as a vote against the adoption of the Transaction Agreement.

Whether or not you plan to attend the special meeting, please promptly submit your proxy by telephone or by accessing the Internet site following the instructions in the accompanying combined proxy statement/prospectus or by marking, dating, signing and returning the accompanying proxy card in the self-addressed postage prepaid envelope as promptly as possible. If you attend the special meeting, you may vote in person, which will have the effect of revoking any previously submitted proxy.

By Order of the Board of Directors

/s/ Charles D. Rennick

Charles D. Rennick

Vice President, General Counsel and Corporate Secretary

TechTarget, Inc.

ii

WHERE YOU CAN FIND ADDITIONAL INFORMATION

TechTarget files annual, quarterly and current reports, proxy statements, and other business and financial information with the Securities and Exchange Commission (“SEC”) electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from TechTarget at https://investor.techtarget.com. The information contained on, or that may be accessed through, TechTarget’s websites is not incorporated by reference into, and is not a part of, this combined proxy statement/prospectus.

You may obtain additional copies of this combined proxy statement/prospectus by contacting Mackenzie, TechTarget’s proxy solicitor, at the address and telephone number listed below. You will not be charged for any of the documents that you request.

Mackenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Tel: Toll Free: (800) 322-2885 or +1 (212) 929-5500

Email: proxy@mackenziepartners.com

To obtain timely delivery of documents, you must request them no later than five business days before the date of the special meeting, which is scheduled to be held on     , 2024.

SUBMITTING PROXIES BY MAIL, TELEPHONE OR INTERNET

TechTarget stockholders of record may vote by submitting their proxies:

• by telephone, by calling the toll-free number 1-800-652-VOTE (8683) and following the recorded instructions;

• by accessing the Internet website at www.envisionreports.com/TTGTspecial and following the instructions on the website; or

• by mail, by indicating their vote on each proxy card received, signing and dating each proxy card and returning each proxy card in the prepaid envelope that accompanied the proxy card.

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded.

Stockholders of TechTarget whose shares are held in “street name” must provide their broker, nominee, fiduciary or other custodian with instructions on how to vote their shares; otherwise, their broker, nominee, fiduciary or other custodian will not vote their shares on any of the proposals before the special meeting. Stockholders should check the voting form provided by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

iii

ABOUT THIS COMBINED PROXY STATEMENT/PROSPECTUS

This combined proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No.     ) filed with the SEC by CombineCo constitutes a prospectus of CombineCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of NewCo common stock to be issued to stockholders of TechTarget pursuant to the Transaction Agreement, as further described herein. This combined proxy statement/prospectus also constitutes a proxy statement of TechTarget under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting of TechTarget’s stockholders scheduled to be held on     , 2024.

You should rely only on the information contained in this combined proxy statement/prospectus. No one has been authorized to provide you with any other information regarding the transactions described herein. This combined proxy statement/prospectus is dated     , 2024, and you should assume that the information contained in this combined proxy statement/prospectus is accurate only as of such date. Neither the mailing of this combined proxy statement/prospectus to TechTarget stockholders, nor the issuance by CombineCo of NewCo common stock in connection with the Transactions, including the Merger, will create any implication to the contrary.

This combined proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which, or from any person to whom, it is unlawful to make any such offer or solicitation in such jurisdiction.

Information contained in this combined proxy statement/prospectus regarding TechTarget has been provided by TechTarget; information contained in this combined proxy statement/prospectus regarding Informa and its affiliates, including Informa Intrepid, has been provided by Informa and its affiliates.

You should not construe the contents of this combined proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the Transactions described in this combined proxy statement/prospectus are qualified by the full copies of and complete text of such agreements, which are attached to this combined proxy statement/prospectus as annexes and/or filed as exhibits to the registration statement on Form S-4 of which this combined proxy statement/prospectus forms a part and incorporated by reference into this combined proxy statement/prospectus. All such exhibits are available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov. See the section entitled “Where You Can Find Additional Information.”

iv

TABLE OF CONTENTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION	iii
SUBMITTING PROXIES BY MAIL, TELEPHONE OR INTERNET	iii
CERTAIN TERMS USED IN THIS combined Proxy Statement/PROSPECTUS	1
QUESTIONS AND ANSWERS	11
What is happening in the Transactions?	11
Questions and Answers about the Special Meeting	15
TRADEMARKS AND TRADE NAMES	21
SUMMARY	22
The Companies (see page 94)	22
The Transactions (see page 96)	24
The NewCo Structure	25
Merger Consideration	26
TechTarget’s Stockholders will have Appraisal Rights in Connection with the Merger (see page 139)	26
Treatment of TechTarget Equity Incentive Awards (see page 165)	26
Treatment of TechTarget Employee Stock Purchase Plan (see page 166)	27
NewCo Incentive Plan (see page 182)	27
NewCo Employee Stock Purchase Plan (see page 182)	27
U.S. Federal Income Tax Consequences of the Transactions (see page  145)	27
The TechTarget Special Meeting (see page 184)	28
TechTarget Stockholder Approval Required to Complete the Transactions	28
Recommendation of the TechTarget Board and its Reasons for the Transactions (see page 115)	28
Opinion of TechTarget’s Financial Advisor (see page 127)	29
Regulatory Matters Relating to the Transactions (see page 137)	29
Interests of TechTarget’s Directors and Executive Officers in the Transactions (see page 151)	30
Conditions to Closing (see page 169)	30
Litigation Relating to the Transactions (see page 177)	31
TechTarget Non-Solicitation; TechTarget’s Ability to Change Recommendation and Terminate the Transaction Agreement (see page 178)	32
The Transaction Agreement may be Terminated and a Termination Fee may be Payable by TechTarget (see page 186)	33
Specific Performance (see page 188)	34
NewCo Common Stock Anticipated to be Listed on Nasdaq; TechTarget Common Stock to be Delisted and Deregistered if the Transactions are Completed (see page 265)	34
Treatment of TechTarget Convertible Notes (see page 189)	34
Informa will hold 57% of the Outstanding Shares of NewCo on a Fully Diluted Basis as of the Closing (see page 162)	35
The Holders of NewCo Common Stock will have Rights that Differ in Certain Respects from the Rights of TechTarget’s Stockholders (see page 231)	35
The Transactions and the Performance of NewCo are Subject to Various Risks (see page 52)	35
Post-Transactions Governance and Management (see page 231)	37
Stockholders Agreement (see page 190)	37
Registration Rights Agreement (see page 200)	45
Tax Matters Agreement (see page 201)	45
Transition Services Agreements (see page 204)	45
Data Sharing Agreement (see page 206)	46
Brand License Agreement (see page 206)	46
Commercial Cooperation Agreement (see page 207)	46
Term Loan Credit Facility (see page 207)	47
Market Prices and Dividend Information; Comparative Per Share Information	47

v

RISK FACTORS	52
Risks Related to the Transactions	52
Risks Related to the Business of NewCo following the Transactions	59
Risks Related to the Informa Tech Digital Businesses	79
Risks Related to the Ownership of NewCo Common Stock	81
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	86
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING	88
THE TRANSACTIONS	94
The Companies	94
The Transactions	96
Background of the Transactions	98
Recommendation of the TechTarget Board and Its Reasons for the Transactions	115
Projected Financial Data	120
Opinion of TechTarget’s Financial Advisor	127
Leadership of NewCo	135
Indemnification and Insurance	136
Accounting Treatment	137
Regulatory Matters Relating to the Transactions	137
Appraisal Rights	139
Federal Securities Laws Consequences; Stock Transfer Restrictions	144
Stock Exchange Listing	144
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS	145
U.S. Holders	146
Non-U.S. Holders	148
Backup Withholding and Information Reporting	149
Foreign Account Tax Compliance Act	149
INTERESTS OF TECHTARGET’S DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTIONS	151
Interests With Respect to Outstanding Shares of TechTarget Common Stock	151
Equity Incentive Awards	152
Transaction Bonus Payments	153
New Employment Agreements	153
Separation Agreements	155
Consulting Agreements	155
Lock-Up Agreements	156
Leadership of NewCo	156
Indemnification and Insurance	156
GOLDEN PARACHUTE COMPENSATION	158
ADVISORY (NON-BINDING) VOTE ON GOLDEN PARACHUTE COMPENSATION	161
THE TRANSACTION AGREEMENT	162
Structure of the Transactions; Merger Consideration	162
Surrender and Payment; Fractional Shares; No Further Ownership Rights in TechTarget common stock; Transfer Books; Termination of Exchange Fund; Lost Certificates	163
Dissenting Shares; Appraisal Rights	164
Treatment of TechTarget Equity Incentive Awards	165
Treatment of TechTarget Employee Stock Purchase Plan	166
EBITDA, Working Capital and Non-Current Liabilities Adjustments	166
Representations and Warranties; Material Adverse Effect	167
Conditions to Closing	169
Closing of the Transactions	170
Operations of TechTarget and the Informa Tech Digital Businesses Pre-Closing	170
Governmental Approvals	176

vi

Litigation Relating to the Transactions	177
TechTarget’s Non-Solicitation; TechTarget’s Ability to Change Recommendation and Terminate the Transaction Agreement	178
Employee Matters	180
Director and Officer Indemnification and Insurance	183
TechTarget Special Meeting	184
Delivery of Certain Financial Statements	184
Financing Matters	185
Termination and Termination Fees	186
Indemnification	187
Amendment, Extensions and Waivers	188
Specific Performance	188
TREATMENT OF THE TECHTARGET CONVERTIBLE NOTES	189
CERTAIN AGREEMENTS RELATED TO THE TRANSACTIONS	190
Stockholders Agreement	190
Registration Rights Agreement	200
Tax Matters Agreement	201
Transition Services Agreements	204
Data Sharing Agreement	206
Brand License Agreement	206
Commercial Cooperation Agreement	207
Term Loan Credit Facility	207
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	209
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	215
Description of the Merger	215
Basis of Presentation	216
Estimated purchase price	218
Preliminary Purchase Price Allocation	219
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet	220
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income	223
COMPARISON OF STOCKHOLDER RIGHTS AND CORPORATE GOVERNANCE MATTERS	231
PROPOSAL NO. 3	243
APPROVAL OF TECHTARGET, INC. 2024 INCENTIVE PLAN	243
Highlights of the NewCo Incentive Plan	245
Reasons Why Stockholders Should Approve the NewCo Incentive Plan	246
Information Regarding Overhang	246
Description of the NewCo Incentive Plan	246
APPROVAL OF NEWCO ESPP PROPOSAL NO. 4 APPROVAL OF THE TECHTARGET 2024 EMPLOYEE STOCK PURCHASE PLAN	259
Summary of the NewCo ESPP	259
New Plan Benefits	263
United States Federal Income Tax Consequences	263
DESCRIPTION OF NEWCO CAPITAL STOCK	265
Authorized Capital Stock	265
NewCo Common Stock	265
NewCo Preferred Stock	267
Exclusive Venue	267
Anti-Takeover Effects of Provisions of the NewCo Charter and Bylaws	268
Corporate Opportunities and Transactions with Controlling Stockholder	270
Transfer Agent and Registrar	271
Listing of NewCo common stock	271

vii

BUSINESS	272
NewCo	272
TechTarget, Inc	293
The Informa Tech Digital Businesses	293
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE INFORMA TECH DIGITAL BUSINESSES	303
Overview	303
Background	303
Industry Backgrounds and Trends	304
Product and Service Offerings	305
The Proposed Transaction	306
Critical Accounting Policies and Use of Estimates	306
Basis of Presentation and Corporate Expense allocations	306
Revenue Recognition	307
Goodwill and Long-Lived Assets	307
Business Combinations	310
Components of Results of Operations	310
Total Revenue	310
Cost of revenues	311
Selling and marketing	311
General and administrative	311
Product development	311
Acquisition and integration costs	311
Depreciation	312
Amortization	312
Impairment of long-lived assets and goodwill	312
Remeasurement of contingent consideration	312
Interest income	312
Interest expense	312
Other (Expense) Income, Net	312
Income tax benefit	312
Results of Operations	313
Comparison of the Three Months Ended March 31, 2024 and 2023	314
Comparison of Fiscal Years Ended December 31, 2023 and 2022	317
Comparison of Fiscal Years Ended December 31, 2022 and 2021	321
Liquidity and Capital Resources	325
Cash Flow	325
Off Balance Sheet Arrangements	327
Quantitative and Qualitative Disclosures About Market Risk	327
Internal Controls Over Financial Reporting	327
DIRECTORS OF NEWCO	329
Director Nominations	331
Controlled Company	332
Board Meetings and Committees	332
NewCo Director Compensation	334
Indemnification of Officers and Directors	334
NEWCO EXECUTIVE OFFICERS	335
NEWCO EXECUTIVE AND DIRECTOR COMPENSATION	337
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	338
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF TECHTARGET	340

viii

FUTURE STOCKHOLDER PROPOSALS	341
NewCo	341
TechTarget	341
HOUSEHOLDING	341
EXPERTS	341
LEGAL MATTERS	342
INDEX TO COMBINED FINANCIAL STATEMENTS	FS-1
INDEX TO CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS	FS-38
Annex A	A-1
Annex B	B-1
Annex C	C-1
Annex D	D-1
Annex E	E-1
Annex F	F-1
Annex G	G-1
Annex H	H-1
Annex I	I-1
Annex J	J-1
Annex K	K-1
Annex L	L-1
Annex M	M-1
Annex N	N-1
Annex O	O-1
Annex P	P-1
Annex Q	Q-1
Annex R	R-1
Annex S	S-1
Annex T	T-1
Annex U	U-1
Annex V	V-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
EXHIBIT INDEX	II-2
SIGNATURES	II-6

ix

CERTAIN TERMS USED IN THIS COMBINED PROXY STATEMENT/PROSPECTUS

In this combined proxy statement/prospectus:

• “Acquisition Proposal” means any proposal or offer from any Person or group of Persons, other than Informa and its Subsidiaries, with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, extraordinary dividend, share exchange, acquisition, business combination or similar transaction involving TechTarget or any of its Subsidiaries which is structured to result in such Person or group of Persons (or their stockholders), directly or indirectly, acquiring beneficial ownership of 20% or more of TechTarget’s consolidated total assets (including equity securities of TechTarget’s Subsidiaries) or 20% or more of any class of TechTarget’s equity interests, in each case other than the transactions contemplated by the Transaction Agreement.

• “Adjournment Proposal” means a proposal to adjourn the special meeting if TechTarget determines that it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement.

• “Adjusted EBITDA Actual Amount” means the net income of the Informa Tech Digital Businesses for the 12-month period ended December 31, 2023, as reflected in the Informa Tech Digital Businesses Audited Financial Statements; provided, however, that such net income shall be (a) adjusted to eliminate all amounts for interest, taxes, depreciation, and amortization (including any impairments), in each case to the extent such amounts were taken into account in the computation of such net income reflected in the Informa Tech Digital Businesses Audited Financial Statements for such 12-month period, and (b) further adjusted as described in Annex A-II to the Transaction Agreement.

• “Adjusted EBITDA Cash Increase Amount” means an amount equal to seven times the Qualifying EBITDA Shortfall; provided, however, that in no event shall the Adjusted EBITDA Cash Increase Amount be greater than $35 million. For this purpose, (a) the “Qualifying EBITDA Shortfall” is the EBITDA Shortfall minus $2 million and (b) the “EBITDA Shortfall” is the amount, if any, by which the Adjusted EBITDA Actual Amount is less than the Adjusted EBITDA Target Amount.

• “Adjusted EBITDA Certification” means the written certification by a nationally recognized independent accounting firm with relevant industry experience reasonably acceptable to TechTarget delivered to Informa and TechTarget setting forth the calculations for and finally determining the Adjusted EBITDA Actual Amount and the Adjusted EBITDA Cash Increase Amount.

• “Adjusted EBITDA Target Amount” means $38 million.

• “Adjusted EBITDA Termination Event” means delivery by an independent accountant pursuant to the Transaction Agreement of an Adjusted EBITDA Certification that reflects an Adjusted EBITDA Cash Increase Amount that, but for the proviso in the definition thereof, would be greater than $35 million.

• “Agreed Use Cases” means the uses of Shared Personal Data agreed by Informa and TechTarget pursuant to the Data Sharing Agreement.

• “AICPA” means the American Institute of Certified Public Accountants (and any successor thereof).

• “Alternative Acquisition Agreement” means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement, or other agreement (other than a confidentiality or non-disclosure agreement referred to above) relating to any Acquisition Proposal.

• “Audit Committee” means the audit committee of the NewCo Board.

• “B2B” means business-to-business.

• “Brand License Agreement” means the brand license agreement, substantially in the form attached as Annex M, to be entered into as of the Closing.

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• “Cash Amount Per Share” means the per share cash consideration payable to holders of TechTarget common stock pursuant to the Transaction Agreement

• “Clifford Chance” means Clifford Chance US LLP.

• “Closing” means the closing of the Transactions.

• “Closing Date” means the date on which the Closing occurs.

• “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

• “Code” means Internal Revenue Code of 1986, as amended.

• “CombineCo” means Toro CombineCo, Inc., a Delaware corporation and, prior to the Closing, a direct, wholly owned subsidiary of TechTarget. Following the Closing, CombineCo will change its registered name with the Secretary of State of the State of Delaware to “TechTarget, Inc.” (in this combined proxy statement/prospectus, we refer to the renamed, post-Closing CombineCo as “NewCo”).

• “Commercial Cooperation Agreement” means the definitive agreement to be entered into following the Closing covering the matters described in this combined proxy statement/prospectus.

• “Compensation Committee” means the compensation committee of the NewCo Board.

• “Compensation Proposal” means a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions, including the Merger.

• “Competitive Business” means any businesses that offer (a) digital demand generation and digital advertising, and purchase intent data or sales and marketing workflow solutions targeted toward customers that offer technology or communications solutions inclusive of hardware, software, and services; (b) market data, research, and advisory services or consulting services incorporating industry analyst content targeted toward customers that offer technology or communications solutions inclusive of hardware, software, and services; or (c) content marketing services inclusive of custom content creation targeted toward customers that offer technology or communications solutions inclusive of hardware, software, and services.

• “Computershare” means Computershare Trust Company, N.A.

• “Contribution” means the contribution by Informa HoldCo to CombineCo of all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses), in exchange for shares of NewCo common stock.

• “Cotoia Consulting Agreement” means the consulting agreement, dated as of January 10, 2024, by and between CombineCo and Mike Cotoia.

• “Cotoia Separation Agreement” means the separation agreement, dated as of January 10, 2024, by and between TechTarget and Mike Cotoia.

• “Data Sharing Agreement” means the data sharing agreement, substantially in the form attached as Annex L, to be entered into as of the Closing.

• “Dissenting Share” means any share of TechTarget common stock that immediately before the Effective Time was issued and outstanding and held or beneficially owned by a TechTarget dissenting stockholder who has made a proper demand for appraisal rights of such shares of TechTarget common stock in accordance with Section 262 of the DGCL and who has otherwise complied with all applicable provisions of Section 262 of the DGCL and has not withdrawn a demand for appraisal rights in accordance with Section 262 of the DGCL.

• “DGCL” means the Delaware General Corporation Law.

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• “DOJ” means the U.S. Department of Justice.

• “EBITDA” means earnings before interest, taxes, depreciation, and amortization.

• “Effective Time” means the time at which the Merger becomes effective and the Contribution is deemed to occur.

• “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

• “ERISA Affiliate” means with respect to any Person, any other Person that would be deemed at any relevant time to be (a) a single employer with such Person pursuant to Section 414(b), (c), (m), or (o) of the Code or (b) under common control with such Person under Section 4001 of ERISA.

• “ESPP Proposal” means the proposal to approve and adopt the NewCo ESPP.

• “Exchange” means Nasdaq or such other U.S. national securities exchange as mutually agreed in writing by the parties to the Transaction Agreement.

• “Exchange Act” means the Securities Exchange Act of 1934, as amended.

• “Excluded Stock” means shares of TechTarget common stock that immediately before the Effective Time are held in treasury by TechTarget or otherwise owned by TechTarget, Informa, or any of their respective Subsidiaries.

• “First Trigger Date” means the date that is 45 days following the earliest of (i) the date on which NewCo notifies Informa HoldCo in writing that the members of the Informa Group have ceased to collectively beneficially own more than 50% of the outstanding shares of NewCo common stock (the “First Trigger”), (ii) the date on which Informa HoldCo files a Schedule 13D amendment with the SEC that discloses the First Trigger, and (iii) the date on which Informa Group’s General Counsel or Chief Financial Officer gains actual knowledge (and not constructive, imputed, or other similar concepts of knowledge) of the First Trigger; provided, however, that if on such 45^th day members of the Informa Group collectively beneficially own more than 50% of the outstanding shares of NewCo common stock, the First Trigger and the First Trigger Date shall be deemed to not have occurred for purposes of the Stockholders Agreement.

• “Fourth Trigger Date” means the date on which members of the Informa Group cease collectively to beneficially own at least ten percent of the outstanding shares of NewCo common stock.

• “FTC” means the U.S. Federal Trade Commission.

• “GAAP” means U.S. generally accepted accounting principles in force for the relevant period.

• “GDPR” means the General Data Protection Regulation ((EU) 2016/679).

• “Hawk Employment Agreement” means the employment agreement dated as of January 10, 2024 between CombineCo and Don Hawk.

• “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

• “In-the-Money Option” means a TechTarget Option that has an exercise price per share that is less than the closing price per share of TechTarget common stock, as reported for the trading day immediately prior to the day on which the Effective Time occurs.

• “Incentive Plan Proposal” means the proposal to approve and adopt the NewCo Incentive Plan.

• “Indebtedness” means, with respect to any Person, without duplication, all obligations or undertakings by such Person (i) for borrowed money (including deposits or advances of any kind to such Person); (ii) evidenced by bonds, debentures, notes or similar instruments; (iii) for capitalized leases or to pay the deferred and unpaid purchase price of property or equipment; (iv) pursuant to securitization or factoring programs or arrangements; (v) pursuant to guarantees and arrangements having the economic effect of a guarantee of any Indebtedness of any other Person (other than between or among any

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members of the Informa Intrepid Group or between or among TechTarget and its wholly owned Subsidiaries); (vi) to maintain or cause to be maintained the financing or financial position of others; (vii) net cash payment obligations of such Person under swaps, options, derivatives and other hedging contracts or arrangements that will be payable upon termination thereof (assuming termination on the date of determination); (viii) letters of credit, bank guarantees, surety bonds, and other similar contracts or arrangements entered into by or on behalf of such Person to the extent they have been drawn upon, or (ix) under conditional sale or other title retention agreements relating to property or assets purchased by such Person.

• “Independent Director” means a director of NewCo who is independent under Nasdaq’s listing rules; provided, however, that the fact that a director of NewCo also is an employee, officer or director of a member of the Informa Group shall not be the sole basis for determining whether a director is an Independent Director for purposes of the Stockholders Agreement.

• “Informa” means Informa PLC, a public limited company organized under the laws of England and Wales.

• “Informa Credit Facility” means a term loan credit facility extended to NewCo by Informa with aggregate commitments equal to the New Facility Amount on certain specified terms and conditions.

• “Informa Director” means a director of the NewCo Board who is designated by Informa.

• “Informa Group” means at any time, Informa and each Person (other than any member of the TechTarget Group) that is a Subsidiary of Informa as of such time.

• “Informa HoldCo” means Informa US Holdings Limited, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Informa.

• “Informa Independent Director” means an Informa Director who (a) is not an executive officer or employee of any Informa Group member and (b) is not a director described in clauses (A) through (F) of Rule 5605(a)(2) of the Nasdaq listing rules as applied to NewCo.

• “Informa Retained Group” means Informa and the Subsidiaries of Informa, other than CombineCo or any of its Subsidiaries (including any member of the Informa Intrepid Group).

• “Informa Intrepid” means Informa Intrepid Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Informa HoldCo that, as of immediately prior to the Closing, will own, directly or indirectly, the Informa Tech Digital Businesses.

• “Informa Intrepid Group” means Informa Intrepid and the Subsidiaries of Informa Intrepid identified in the Step Plan immediately following the consummation of the “Pre Combination Restructuring Steps” set forth in the Step Plan.

• “Informa Tech Digital Businesses” means, collectively, the digital businesses of Informa’s Informa Tech division conducted by Informa and its Subsidiaries through certain specified brands that, as of immediately prior to the Closing, will be owned, directly or indirectly, by Informa Intrepid.

• “Informa Tech Digital Businesses Audited Financial Statements” means the audited combined balance sheets of the Informa Tech Digital Businesses as of December 31, 2023, and 2022, and the related combined statements of income and comprehensive income (loss), changes in equity, and cash flows for the three years in the period ended December 31, 2023, with accompanying footnote disclosures, prepared in accordance with GAAP and Regulation S-X under the Securities Act, and audited by the independent registered public accounting firm of the Informa Tech Digital Businesses in accordance with the procedures specified by the PCAOB.

• “Informa Tech Digital Businesses Unaudited Interim Financial Statements” means the unaudited condensed combined balance sheets of the Informa Tech Digital Businesses as of March 31, 2024, and December 31, 2023, and the condensed combined statements of income and comprehensive income (loss), changes in equity, and cash flows for the three months ended March 31, 2024, and 2023, with accompanying footnote disclosures.

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• “Informa Tech Digital Businesses In-Scope Employees” means each employee of Informa or one of its Subsidiaries (i) that Informa identified, in good faith, on January 10, 2024 as being wholly or mainly assigned to the Informa Tech Digital Businesses; (ii) who commenced employment with Informa or one of its Subsidiaries after January 10, 2024 and is identified by Informa, in good faith, as being wholly or mainly assigned to the Informa Tech Digital Businesses; or (iii) who is mutually identified by Informa and TechTarget as being wholly or mainly assigned to the Informa Tech Digital Businesses.

• “IT” means information technology.

• “J.P. Morgan” means J.P. Morgan Securities LLC, financial advisor to TechTarget.

• “Kitchens Employment Agreement” means the employment agreement dated as of January 10, 2024 between CombineCo and Rebecca Kitchens.

• “Lien” means any charge, mortgage, option, encumbrance, pledge, security interest, or other similar lien.

• “Lock-Up Agreements” means the lock-up agreements between Informa and each of Mike Cotoia, Don Hawk, Rebecca Kitchens, Steven Niemiec, Daniel Noreck and Gregory Strakosch.

• “Mackenzie” means Mackenzie Partners, Inc., the proxy solicitor for TechTarget.

• “Merger” means the merger of Merger Sub with and into TechTarget, with TechTarget being the surviving entity in the merger.

• “Merger Consideration” means, for each share of TechTarget common stock, (i) one share of NewCo common stock and (ii) the pro rata portion of $350 million in cash plus any Adjusted EBITDA Cash Increase Amount.

• “Merger Sub” means Toro Acquisition Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CombineCo.

• “MNPI Disclosure Condition” means the condition when the NewCo Board determines in its reasonable business judgment that a demand registration would require it to disclose material non-public information, which it would not otherwise be required to disclose but for the demanded registration.

• “Nasdaq” means The Nasdaq Global Market.

• “New Debt Facility” means a revolving credit facility or other senior lending facility with commitments of at least $250,000,000 (the “New Facility Amount”) that, prior to but effective upon the Closing, TechTarget and CombineCo will use reasonable best efforts to enter into.

• “NewCo Board” means the Board of Directors of NewCo.

• “NewCo Bylaws” means the amended and restated bylaws of NewCo, a form of which is attached hereto as Annex D.

• “NewCo Charter” means the Amended and Restated Certificate of Incorporation of NewCo, a form of which is attached hereto as Annex C.

• “NewCo common stock” means the means the common stock of CombineCo, par value $0.001 per share.

• “NewCo Employment Agreements” means, collectively, the Hawk Employment Agreement, the Noreck Employment Agreement, the Kitchens Employment Agreement and the Niemiec Employment Agreement.

• “NewCo ESPP” means the proposed TechTarget, Inc. 2024 Employee Stock Purchase Plan, a copy of which is attached as Annex O to this combined proxy statement/prospectus.

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• “NewCo Incentive Plan” means the proposed TechTarget, Inc. 2024 Incentive Plan, a copy of which is attached as Annex N to this combined proxy statement/prospectus.

• “NewCo Independent Director” means each director of NewCo who (i) is an Independent Director and (ii) (A) is not a present or former director, officer or employee of any Informa Group member and (B) would not be a director described under clauses (A) through (F) of Rule 5605(a)(2) of the Nasdaq listing rules in relation to Informa if Informa were the “Company” thereunder.

• “Niemiec Employment Agreement” means the employment agreement, dated as of January 10, 2024, by and between CombineCo and Steven Niemiec.

• “Nominating Committee” means the Nominating Committee of the NewCo Board.

• “Noreck Employment Agreement” means the employment agreement, dated as of January 10, 2024, by and between CombineCo and Daniel Noreck.

• “PCAOB” means the Public Company Accounting Oversight Board.

• “percentage maintenance share” means, with respect to a transaction, the number of additional securities of NewCo that Informa HoldCo has the right to purchase such that the Informa Group maintains its beneficial ownership percentage of NewCo common stock.

• “Person” means any individual, firm, corporation, partnership, limited liability company, trust, or unincorporated organization, or governmental authority.

• “Post-Signing TechTarget RSU” means any TechTarget RSU granted on or after January 10, 2024.

• “Pre-Agreed Procedures” means certain pre-agreed procedures set forth in the Stockholders Agreement pursuant to which Informa HoldCo will have the right to purchase additional securities of NewCo under certain circumstances pursuant to certain pre-agreed prices.

• “Pre-Signing TechTarget RSU” means any TechTarget RSU granted prior to January 10, 2024.

• “Registration Rights Agreement” means the registration rights agreement, substantially in the form attached as Annex F, to be entered into as of the Closing.

• “Related Party Transaction” means any transaction between any member of the TechTarget Group, on the one hand, and any member of the Informa Group, or, solely in their capacity as such, any director, officer, employee or “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any member of the Informa Group, on the other hand.

• “Related Party Transactions Policy” means the Related Party Transactions Policy of NewCo.

• “Representatives” means, with respect to any Person, such Person’s directors, officers, employees, investment bankers, attorneys, accountants, and other advisors, agents, and representatives.

• “Required Informa Tech Digital Businesses Financial Statements” means (1) the Informa Tech Digital Businesses Audited Financial Statements and (2) the unaudited combined balance sheet of the Informa Tech Digital Businesses as of March 31, 2024, and the related unaudited combined statements of income and comprehensive income, equity, and cash flows of the Informa Tech Digital Businesses for the three-month period then ended, together with comparable interim financial statements for the corresponding period of the prior fiscal year, which unaudited interim financial statements shall have been reviewed by the independent accountant for Informa in accordance with the procedures specified by the AICPA.

• “Requisite Vote” means adoption of the Transaction Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TechTarget common stock entitled to vote on such matter.

• “Reverse Transition Services Agreement” means the reverse transition services agreement, substantially in the form attached as Annex K, to be entered into as of the Closing.

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• “RPT Committee” means the ad hoc committee of the NewCo Board constituted pursuant to the Related Party Transactions Policy to review Related Party Transactions.

• “SEC” means the U.S. Securities and Exchange Commission.

• “Second Trigger Date” means the date that is 45 days following the earliest of (i) the date on which NewCo notifies Informa HoldCo in writing that the members of the Informa Group have ceased to beneficially own more than 40% of the outstanding shares of NewCo common stock (the “Second Trigger”), (ii) the date on which Informa HoldCo files a Schedule 13D amendment with the SEC that discloses the Second Trigger, and (iii) the date on which the Informa Group’s Chief Legal Officer or Chief Financial Officer gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the Second Trigger; provided, however, that if on such 45^th day members of the Informa Group collectively beneficially own more than 40% of the outstanding shares of NewCo common stock, the Second Trigger and the Second Trigger Date shall be deemed to not have occurred for purposes of the Stockholders Agreement.

• “Securities Act” means the Securities Act of 1933, as amended.

• “Separation” means the restructuring transactions set forth in Annex B and Annex C to the Transaction Agreement (such Annexes, the “Separation Plan”) to separate the Informa Tech Digital Businesses from Informa’s other business activities and facilitate the Contribution.

• “Separation Agreements” means the Cotoia Separation Agreement and the Strakosch Separation Agreement.

• “Shared Personal Data” means the personal data shared between Informa and TechTarget (including in pseudonymous form) pursuant to the Data Sharing Agreement.

• “special meeting” means the special meeting, including any adjournment or postponement thereof, of the stockholders of TechTarget to vote on the proposals set forth in this combined proxy statement/prospectus.

• “Stockholders Agreement” means the stockholders agreement, substantially in the form attached as Annex E, to be entered into as of the Closing.

• “Strakosch Separation Agreement” means the separation agreement, dated as of January 10, 2024, by and between TechTarget and Gregory Strakosch.

• “STSA” means supplemental transitional services agreements by which employees provide services to NewCo and its Subsidiaries.

• “STSA Employees” means Informa Tech Digital Businesses In-Scope Employees who (i) are employed by Informa or one of its Subsidiaries after the Effective Time and (ii) provide services to NewCo and its Subsidiaries pursuant to an STSA.

• “Subsequent Informa Tech Digital Businesses Financial Statements” means (i) the Informa Tech Digital Businesses Audited Financial Statements and (ii) the unaudited combined balance sheet of the Informa Tech Digital Businesses as of the end of each fiscal quarter of Informa and the related unaudited combined statements of income and comprehensive income, equity, and cash flows of the Informa Tech Digital Businesses for such fiscal quarter, together with comparable interim financial statements for the corresponding periods of the prior fiscal year, in each case to the extent required to be included in this combined proxy statement/prospectus, which unaudited interim financial statements will have been reviewed by the independent accountant for Informa in accordance with the procedures specified by the AICPA.

• “Subsidiary” means, with respect to any Person, any other Person (a) of which (i) in the case of a corporation, at least (x) a majority of the equity and (y) a majority of the voting interests are owned or controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such

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first Person and one or more of its Subsidiaries, or (ii) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (x) owns a majority of the equity interests thereof and (y) has the power to elect or direct the election of a majority of the members of the governing body thereof or otherwise has control over such organization or entity; or (b) that is required to be consolidated with such first Person for financial reporting purposes.

• “Superior Proposal” means an unsolicited bona fide Acquisition Proposal made after January 10, 2024 that would result in a Person or group (or their stockholders) becoming, directly or indirectly, the beneficial owner of 50% or more of TechTarget’s consolidated total assets or more than 50% of the total voting power of the equity securities of TechTarget or the successor Person of TechTarget, that the TechTarget Board has determined in its good faith judgment, after consultation with outside counsel and a financial advisor of nationally recognized reputation, would reasonably be expected to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person or group of Persons making the proposal, and, if consummated, would result in a transaction more favorable to TechTarget’s stockholders from a financial point of view than the transactions contemplated by the Transaction Agreement (after taking into account any revisions to the terms of the transactions contemplated by the Transaction Agreement and the time likely to be required to consummate such Acquisition Proposal).

• “Surviving Corporation” means TechTarget, in its capacity as the surviving entity in the Merger.

• “Tax Matters Agreement” means the tax matters agreement, substantially in the form attached as Annex G, to be entered into as of the Closing.

• “TechTarget” means TechTarget, Inc., a Delaware corporation.

• “TechTarget Board” means the Board of Directors of TechTarget.

• “TechTarget Change in Recommendation” means, prior to the Requisite Vote having been obtained, the TechTarget Board (or any committee thereof) withholding, withdrawing, qualifying, or modifying the TechTarget Recommendation or recommending or otherwise declaring advisable any Acquisition Proposal made after January 10, 2024 that did not result from or in connection with a material breach of the Transaction Agreement.

• “TechTarget common stock” means the common stock of TechTarget, par value $0.001 per share.

• “TechTarget convertible notes” means TechTarget’s 0.125% Convertible Senior Notes due 2025 and 0.00% Convertible Senior Notes due 2026, in each case governed by the applicable TechTarget Indentures.

• “TechTarget ESPP” means the TechTarget, Inc. 2022 Employee Stock Purchase Plan.

• “TechTarget Group” means TechTarget and each Subsidiary of TechTarget as of such time.

• “TechTarget Indentures” means the Indenture with respect to 0.125% Convertible Senior Notes due 2025, dated as of December 17, 2020, between TechTarget and U.S. Bank National Association, as trustee, as supplemented from time to time; the Indenture with respect to 0.00% Convertible Senior Notes due 2026, dated as of December 13, 2021, between TechTarget and U.S. Bank National Association, as trustee, as supplemented from time to time; and any other indenture or similar agreement entered into by TechTarget following January 10, 2024 and on or prior to the Closing Date governing notes, debentures, or other debt securities issued in a capital markets debt financing.

• “TechTarget Option” means an option to acquire shares of TechTarget common stock granted under a TechTarget Stock Plan.

• “TechTarget Plan” means any (a) “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA and any other material plan, policy, or arrangement (excluding employment agreements and offer letters) involving direct or indirect compensation or

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benefits, including any retirement, supplemental retirement, welfare benefit, retiree health, and life insurance plans and (b) employment, bonus, stock option, stock purchase, restricted stock unit, phantom stock, or other equity based arrangement, incentive, deferred compensation, termination, severance, enhanced redundancy pay, retention, change of control, vacation, pension, profit-sharing, savings, collective bargaining, consulting, executive compensation, Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance, whether written or unwritten, formal or informal, and including where a policy has been established by custom and practice, (i) under which any current or former employee, director, consultant, or independent contractor of TechTarget or any of its Subsidiaries has any present or future right to benefits by reason of their service as a current or former employee, director, consultant, or independent contractor of TechTarget or any of its Subsidiaries, or that is maintained, sponsored, or contributed to by TechTarget or any of its Subsidiaries, or which TechTarget or any of its Subsidiaries has any obligation to maintain, sponsor, or contribute, (ii) with respect to which TechTarget or any of its Subsidiaries has any liability, or (iii) that is maintained or contributed to by TechTarget, any Subsidiary of TechTarget, or any ERISA Affiliates for the benefit of current or former employees of TechTarget or any of its Subsidiaries.

• “TechTarget Recommendation” means the recommendation by the TechTarget Board to the holders of shares of TechTarget common stock to adopt the Transaction Agreement.

• “TechTarget RSU” means an award of restricted stock units in respect of shares of TechTarget common stock granted under a TechTarget Stock Plan.

• “TechTarget Senior Manager” means TechTarget’s Co-founder & Executive Chairman, Chief Executive Officer, Co-founder & Executive Director of Product Innovation, Chief Financial Officer and Treasurer, President, Chief Operating Officer & Chief Revenue Officer, SVP International, Chief Product Officer, Chief Content Officer, SVP Sales Operations, VP Product Innovation & Architecture, EVP Product Operations, EVP Strategy & Enablement, Managing Director Asia Pacific, Chief Marketing Officer, Chief Technology Officer, Senior Vice President Human Resources and General Counsel (each a “TechTarget Management Team Role”).

• “TechTarget Stock Plan” means either the TechTarget, Inc. 2017 Stock Option and Incentive Plan or the TechTarget, Inc. 2007 Stock Option and Incentive Plan, as appropriate.

• “TechTarget Stockholders Meeting” means a meeting of the holders of shares of TechTarget common stock for the purpose of obtaining the Requisite Vote.

• “Termination Date” means December 20, 2024.

• “Termination Fee” means an amount equal to $40,000,000.

• “Territory” means, in respect of the Brand License Agreement, initially: Australia, Brazil, Canada, Egypt, France, Germany, Hong Kong SAR, India, Japan, Monaco, Netherlands, P.R. China, Saudi Arabia, Singapore, Switzerland, Thailand, Turkey, United Kingdom, United Arab Emirates, and the United States.

• “Third Trigger Date” means the date that is 45 days following the earliest of (i) the date on which NewCo notifies Informa HoldCo in writing that the members of the Informa Group have ceased to beneficially own at least 20% of the outstanding shares of NewCo common stock (the “Third Trigger”), (ii) the date on which Informa HoldCo files a Schedule 13D amendment with the SEC that discloses the Third Trigger, and (iii) the date on which the Informa Group’s General Counsel or Chief Financial Officer of Informa gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the Third Trigger; provided, however, that if on such 45^th day members of the Informa Group collectively beneficially own at least 20% of the outstanding shares of NewCo common stock, the Third Trigger and the Third Trigger Date shall be deemed to have not occurred for purposes of the Stockholders Agreement.

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• “Transaction Agreement” means the Agreement and Plan of Merger, dated as of January 10, 2024, by and among TechTarget, CombineCo, Merger Sub, Informa, Informa HoldCo and Informa Intrepid, as it may be amended, modified or supplemented from time to time.

• “Transaction Documents” means the Transaction Agreement, the Separation Documentation (including the Supplemental Transition Services Agreements), the Tax Matters Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Transition Services Agreement, the Reverse Transition Services Agreement, the Brand License Agreement, the Data Sharing Agreement, and the Commercial Cooperation Agreement.

• “Transaction Proposal” means the proposal to adopt the Transaction Agreement.

• “Transactions” means the transactions contemplated by the Transaction Agreement.

• “Transition Services Agreement” means the transition services agreement, substantially in the form attached as Annex H, to be entered into as of the Closing.

• “Underwater Option” means a TechTarget Option that has an exercise price per share that is equal to or greater than the closing price per share of TechTarget common stock, as reported for the trading day immediately prior to the day on which the Effective Time occurs.

• “WilmerHale” means Wilmer Cutler Pickering Hale and Dorr LLP.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of TechTarget, may have regarding the Transactions and the answers to those questions. TechTarget urges you to read the remainder of this combined proxy statement/prospectus carefully, including the annexes, because the information in this section does not provide all of the information that might be important to you with respect to your evaluation of the Transactions and how you wish to vote your shares.

Q: Why am I receiving this combined proxy statement/prospectus?

A: This combined proxy statement/prospectus is being delivered to you because you are a stockholder of TechTarget as of the Record Date. TechTarget is holding a special meeting of stockholders in connection with the Transactions contemplated by the Transaction Agreement.

At the special meeting, holders of TechTarget common stock as of the Record Date are being asked to vote on:

• the Transaction Proposal;

• the Compensation Proposal;

• the Incentive Plan Proposal;

• the ESPP Proposal; and

• the Adjournment Proposal.

Q: What is happening in the Transactions?

A: If the Transactions are consummated, NewCo will own the assets of TechTarget and the Informa Tech Digital Businesses. In the Transactions, (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses), in exchange for NewCo common stock, (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the Merger and becoming a direct wholly owned subsidiary of NewCo and (iii) as a result of the Merger, each issued and outstanding share of TechTarget common stock will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount, which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock as of the date of this combined proxy statement/prospectus.

Following the Closing, CombineCo will change its registered name with the Secretary of State of the State of Delaware to “TechTarget, Inc.” (in this combined proxy statement/prospectus, we refer to the renamed, post-Closing CombineCo as “NewCo”) and TechTarget will change its registered name with the Secretary of State of the State of Delaware to “TechTarget Holdings Inc.” NewCo and its subsidiaries will operate under TechTarget’s current name “TechTarget, Inc.”

Immediately following the Closing, Informa HoldCo will own 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and former TechTarget stockholders will own the remaining outstanding shares of NewCo common stock.

Following the Closing, the TechTarget common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and will cease to be publicly traded. We intend to apply to list the NewCo common stock on

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Nasdaq under TechTarget’s current stock ticker symbol and, if Nasdaq approves such application, the NewCo common stock will be traded on Nasdaq with the stock ticker symbol “TTGT.” It is a condition to the closing of the Transactions that the shares of NewCo common stock issuable pursuant to the Transactions be approved for listing on the Exchange, subject only to official notice of issuance.

TechTarget and Informa believe that the Transactions as set forth in the Transaction Agreement, by combining TechTarget with the Informa Tech Digital Businesses to create NewCo, will assemble a consolidated group of businesses with the ambition and potential to be a leading B2B growth accelerator, informing and influencing technology buyers and sellers globally. NewCo is expected to sit at the intersection of tech and B2B marketing in an area estimated to be worth $20 billion annually. NewCo will compete in the Demand and Intent, Brand and Content and Intelligence and Advisory markets. NewCo immediately will have powerful scale in permissioned B2B first-party data and a unique end-to-end portfolio of data-driven solutions that will service the full B2B product lifecycle, from R&D to ROI: from strategy, messaging and content development to in-market activation via brand, demand generation, purchase intent data and sales enablement. TechTarget and Informa expect that their strategy for NewCo will be to leverage both inbound and outbound audience development strategies through its search engine optimization techniques and its ability to create relevant content to attract audiences that are of interest to its customers.

Additional information on the reasons for the Transactions can be found below in the section titled “The Transactions—Recommendation of the TechTarget Board and Its Reasons for the Transactions” beginning on page 115 of this combined proxy statement/prospectus.

Q: What will existing stockholders of TechTarget own after the Transactions?

A: At Closing, each share of TechTarget common stock that you owned as of immediately prior to the effective time of the Merger (other than Excluded Stock and Dissenting Shares) will have been automatically converted into the right to receive (i) one share of NewCo common stock and (ii) a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount, which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock as of the date of this combined proxy statement/prospectus. Immediately following the Closing, Informa HoldCo will own 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and the former TechTarget stockholders will own the remaining outstanding shares of NewCo common stock.

Following the Closing, Informa will be able, through its majority share ownership, to control certain actions by NewCo that require stockholder approval, including the election of directors, the adoption of amendments to the NewCo Charter that do not require approval by the holders of separate classes or series of capital stock, and the approval of certain mergers, consolidations or sales of all or substantially all of NewCo’s assets. Under the Stockholders Agreement, Informa will have the right to consent to certain actions being taken by NewCo and will continue to have such consent rights so long as Informa beneficially owns a certain percentage of the outstanding shares of NewCo common stock. The Stockholders Agreement will provide that for so long as Informa beneficially owns more than 50% of the outstanding shares of NewCo common stock, to the extent permitted by applicable law, unless otherwise agreed to in writing by Informa HoldCo, NewCo will avail itself of certain available “Controlled Company” exemptions to the corporate governance listing standards of the Exchange (in whole or in part, as requested by Informa HoldCo) that would otherwise require, among other things, NewCo to have a majority of the board of directors consist of independent directors. These corporate governance issues are discussed in the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 231 of this combined proxy statement/prospectus.

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Q: Are there risks associated with the Transactions?

A: Yes. The Transactions may not be completed or, if completed, we may not achieve the expected benefits of the Transactions because of the risks and uncertainties discussed in the section titled “Risk Factors” beginning on page 52 of this combined proxy statement/prospectus, which you should read carefully. Those risks include, among other things, risks relating to the uncertainty of whether the closing conditions to the completion of the Transactions will be satisfied and, if the Transactions are completed, whether we will be able to successfully integrate the Informa Tech Digital Businesses with the existing TechTarget business, and uncertainties relating to the performance of the combined businesses following the completion of the Transactions due to factors outside our control. There are also other risks associated with the Transactions that are described in the “Risk Factors” section.

Q: How will my rights as a NewCo stockholder after the Closing differ from my current rights as a TechTarget stockholder?

A: NewCo, like TechTarget, will be a Delaware corporation. Your rights as a stockholder of a corporation incorporated in Delaware will remain the same under certain default provisions of the DGCL. However, after the Closing, your rights as a stockholder of NewCo will be governed by the NewCo Charter, which we have agreed will be in the form attached hereto as Annex C, and by the NewCo Bylaws, which we have agreed will be in the form attached hereto as Annex D, rather than the current certificate of incorporation and bylaws of TechTarget. NewCo will also be governed by the Stockholders Agreement with Informa and Informa HoldCo, which we have agreed will be in the form attached hereto as Annex E and will be entered into at the Closing. Your rights will be different under these governing documents. A summary of the changes to your rights as a stockholder are discussed in the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 231 of this combined proxy statement/prospectus.

Q: How are outstanding TechTarget stock options and restricted stock units treated in the Transactions?

A: Pursuant to the Transaction Agreement and the plans and agreements governing such awards, any TechTarget Options and TechTarget RSUs that are outstanding as of immediately prior to the Effective Time will be treated as follows:

• Each TechTarget Option, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will, as of the Effective Time, vest (to the extent unvested) in full. Immediately prior to the Effective Time, each In-The-Money Option will automatically cease to exist and be converted into the right of the holder of the In-The-Money Option to receive the applicable portion of the Merger Consideration in respect of the shares of TechTarget common stock underlying the In-The-Money Option, reduced by the aggregate exercise price of the In-The-Money Option. The aggregate exercise price will first reduce the cash portion of the Merger Consideration payable to the holder of the In-The-Money Option and then, to the extent the cash portion of the Merger Consideration payable to the holder is less than the aggregate exercise price of the In-The-Money Option, reduce the number of shares of NewCo common stock otherwise issuable to the holder by the number of shares of NewCo common stock equal to the remaining portion of the aggregate exercise price of the In-The-Money Option, divided by an amount equal to (i) the closing per share price of TechTarget common stock for the trading day immediately prior to the day on which the Closing occurs minus (ii) the per share cash consideration payable pursuant to the Transaction Agreement (the “Cash Amount Per Share”). Immediately prior to the Effective Time, each Underwater Option will be canceled and terminated for no consideration.

• Immediately prior to the Effective Time, 100% of the outstanding Pre-Signing TechTarget RSUs held by eight specified TechTarget executives, including each of TechTarget’s current executive officers, and 50% of all other outstanding, unvested Pre-Signing TechTarget RSUs will vest. At the Effective Time, each vested Pre-Signing TechTarget RSU and any other TechTarget RSUs that are then vested

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and outstanding will be canceled, will cease to exist and will be converted into the right of the holder thereof to receive the applicable portion of Merger Consideration in respect of the shares of TechTarget common stock underlying the vested TechTarget RSU. Pursuant to certain lock-up agreements entered into by certain of TechTarget’s current executive officers with Informa in connection with the execution of the Transaction Agreement, a portion of the Merger Consideration payable to such individuals in respect of their TechTarget RSUs that become fully vested as a result of the consummation of the Merger will be subject to lock-up restrictions for up to three years.

• Each TechTarget RSU that is outstanding and unvested as of the Effective Time (after taking into account any vesting described in the prior paragraph) will be assumed by NewCo and converted into an award of restricted stock units with respect to shares of NewCo common stock in the manner set forth in the Transaction Agreement. Each converted restricted stock unit will be subject to the same terms and conditions (including vesting, accelerated vesting and settlement schedule) as applied to the corresponding unvested TechTarget RSU immediately prior to the Effective Time.

• To the extent any Merger Consideration payable in respect of In-The-Money Options or vested TechTarget RSUs is subject to withholding, the withholding obligation will be satisfied, first exclusively from the cash portion of the Merger Consideration and, to the extent there is insufficient cash to fully satisfy the withholding obligation, then by withholding a number of shares of NewCo common stock otherwise deliverable to the holder of the equity award in accordance with the terms of the Transaction Agreement in an amount equal to the dollar amount of the remaining withholding obligation divided by the amount equal to (i) the closing price per share of TechTarget common stock, as reported on Nasdaq for the trading day immediately prior to the day on which the Closing occurs minus (ii) the Cash Amount Per Share.

For additional details on the treatment of TechTarget Options and TechTarget RSUs in connection with the Transactions, see the section titled “The Transaction Agreement—Treatment of TechTarget Equity Incentive Awards” beginning on page 165 of this combined proxy statement/prospectus and the section titled “Interests of TechTarget’s Directors and Executive Officers in the Transactions—Lock-Up Agreements” beginning on page 156 of this combined proxy statement/prospectus.

Q: How is the TechTarget Employee Stock Purchase Plan being treated in the Transactions?

A: Prior to the Closing, the TechTarget ESPP will continue to operate consistent with its terms as in existence as of January 10, 2024. If the Closing occurs prior to the end of a Plan Period (as defined in the TechTarget ESPP), all accumulated participant contributions under the TechTarget ESPP will be used to purchase shares of TechTarget common stock from TechTarget as close as reasonably practicable to (but in any event prior to) the Closing Date in accordance with the terms of the TechTarget ESPP as if it was the last day of the Plan Period. The TechTarget ESPP will terminate in its entirety on the Closing Date, and no further rights to purchase TechTarget common stock will be granted or exercised under the TechTarget ESPP thereafter.

Q: What are the U.S. federal income tax consequences to TechTarget stockholders resulting from the Transactions?

A: For U.S. federal income tax purposes, the Transactions, taken together, are intended to qualify as a transaction described in Section 351 of the Code. The obligation of each of TechTarget and Informa to consummate the Transactions, however, is not conditioned upon the Transactions, taken together, qualifying as a transaction described in Section 351 of the Code or upon the receipt of an opinion of counsel to that effect. The parties will not request a ruling from the IRS regarding the qualification of the Transactions, taken together, as a transaction described in Section 351 of the Code. The U.S. federal income tax consequences of the Transactions depend on each stockholder’s particular facts and circumstances. Accordingly, each TechTarget stockholder is urged to read the discussion in the section titled “U.S. Federal Income Tax Consequences of the Transactions,” beginning on page 145 of this combined proxy statement/prospectus, and to consult their tax advisors to determine the particular U.S. federal, state, local or non-U.S. income or other tax consequences of the Transactions to such stockholder.

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Q: When will the Transactions be completed?

A: We are working to complete the Transactions as quickly as reasonably practicable, subject to the stockholder approval that is being sought at the TechTarget special meeting, and the completion of the separation of the Informa Tech Digital Businesses, among other closing conditions more fully described in the Transaction Agreement and in this combined proxy statement/prospectus. TechTarget and Informa currently expect to complete the Transactions in the second half of 2024. However, TechTarget and Informa cannot predict whether or when stockholder approval will be received and it is possible that obtaining such approval or other factors could require us to complete the Transactions at a later time or not complete them at all. For a discussion of the conditions to the Transactions, see the section titled “The Transaction Agreement—Conditions to Closing” beginning on page 169 of this combined proxy statement/prospectus.

Q: What happens if TechTarget’s stockholders do not adopt the Transaction Agreement?

A: Adoption of the Transaction Agreement by TechTarget’s stockholders requires the affirmative vote, in person or by proxy, of the holders of a majority of the outstanding shares of TechTarget common stock entitled to vote thereon. If TechTarget’s stockholders do not adopt the Transaction Agreement at the special meeting, then TechTarget and Informa will each be permitted to terminate the Transaction Agreement unilaterally.

If the Transaction Agreement is terminated because TechTarget’s stockholders do not adopt the Transaction Agreement at the special meeting, TechTarget subsequently will be required to pay Informa the Termination Fee if before the termination (i) the TechTarget Board has made a TechTarget Change in Recommendation (in which case the Termination Fee will be payable within two business days) or (ii) a third party has made an alternative proposal for certain transactions involving TechTarget and subsequently, within twelve months after the Transaction Agreement is terminated, TechTarget consummates, or enters into a definitive agreement providing for, an alternative transaction (in which case the Termination Fee will be payable upon the earlier of such entry or consummation). The Termination Fee payable in these circumstances (following a failure to obtain the Requisite Vote at the special meeting) will be $40,000,000. See the section titled “The Transaction Agreement—Termination and Termination Fees” beginning on page 186 of this combined proxy statement/prospectus.

Q: Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares of TechTarget common stock?

A: Yes. TechTarget stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they fully comply with and follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section titled “The Transactions—Appraisal Rights” beginning on page 139 of this combined proxy statement/prospectus. In addition, a copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at: https://delcode.delaware.gov/title8/c001/sc09/index.html#262). Failure to comply with Section 262 of the DGCL will result in your waiver of, or inability to exercise, appraisal rights.

Q: What will Informa’s shareholders be entitled to receive pursuant to the Transactions?

A: Informa’s shareholders will not receive any consideration pursuant to the Transactions. Informa shareholders will continue to own shares of Informa and through their ownership of those shares of Informa will indirectly have an interest in the shares of NewCo held by Informa following the completion of the Transactions.

Questions and Answers about the Special Meeting

Q: When and where is the special meeting?

A: The special meeting will take place on     , 2024, at      a.m., Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

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Q: What do I need to do now?

A: After you carefully read this combined proxy statement/prospectus, please respond by submitting your proxy by telephone, by the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope(s), as soon as possible, so that your shares may be represented at the special meeting. If you hold your shares in “street name” through a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct them to vote your shares. In order to ensure that your vote is recorded, please submit your proxy as instructed on your proxy card(s) even if you currently plan to attend the special meeting in person.

Q: Who is entitled to vote at the special meeting?

A: Only holders of record of TechTarget common stock as of the close of business on     , 2024, the record date, will be entitled to vote at the special meeting. On the record date, there were      shares of TechTarget common stock outstanding and entitled to vote. Each share of TechTarget common stock is entitled to one vote.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on the record date your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, to ensure your vote is counted, we urge you to fill out and return the enclosed proxy card, or submit your proxy over the telephone or on the Internet using the instructions provided elsewhere in this combined proxy statement/prospectus.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If at the close of business on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the special meeting in person. To attend the special meeting in person you must provide proof of ownership of TechTarget common stock as of the Record Date, such as a bank or brokerage account statement, and a form of personal identification. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent before the special meeting.

Q: Why is my vote important?

A: If you do not vote your shares or arrange for them to be voted as described above, it will be more difficult for TechTarget to obtain the necessary quorum to hold the special meeting and to obtain the stockholder approval necessary for the completion of the Transactions. For the special meeting, the presence, in person or by proxy, of holders of a majority of the outstanding shares of TechTarget common stock entitled to vote at the special meeting constitutes a quorum for the transaction of business. If a quorum is not present at the special meeting, TechTarget stockholders will not be able to take action on any of the proposals at that meeting.

The Transaction Proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of TechTarget common stock entitled to vote on such proposal. If you abstain from voting, or if you do not vote your shares or arrange for them to be voted as described above, in either case that will have the same effect as if you voted your shares against the Transaction Proposal. Your vote is very important. TechTarget cannot complete the Transactions unless TechTarget stockholders adopt the Transaction Agreement.

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Q: How will my proxy be voted?

A: If you submit your proxy by telephone, by the Internet or by completing, signing, dating and returning your signed proxy card(s), your proxy will be voted in accordance with your instructions.

Q: May I vote in person?

A: Yes.

If you hold shares directly in your name as a stockholder of record of TechTarget common stock as of the close of business on     , 2024, you may attend the special meeting and vote your shares in person.

If you hold shares of TechTarget common stock in “street name,” meaning through a broker, nominee, fiduciary or other custodian, you will be able to vote in person at the special meeting only if you first obtain a legal proxy from that institution and present it to the inspector of election at the special meeting, with your ballot. To request a legal proxy, please contact your broker, nominee, fiduciary or other custodian.

Even if you plan to attend the special meeting, TechTarget strongly recommends that you submit your proxy by telephone, by the Internet or by mail in advance of the special meeting.

Q: What constitutes a quorum for the special meeting?

A: A quorum is the number of shares that must be represented at a stockholders’ meeting to lawfully conduct business. The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of TechTarget common stock entitled to vote constitutes a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

Q: What are the votes required to approve the proposals?

A: Assuming that a quorum is present at the special meeting:

• Approval of the Transaction Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TechTarget common stock entitled to vote on such proposal.

• Approval of the Compensation Proposal requires a majority of the votes properly cast for or against the proposal.

• Approval of the Incentive Plan Proposal requires a majority of the votes properly cast for or against the proposal.

• Approval of the ESPP Proposal requires a majority of the votes properly cast for or against the proposal.

• Approval of the Adjournment Proposal requires a majority of the votes properly cast for or against the proposal.

Q: Which proposals are a condition to closing of the Transactions?

A: The Transaction Proposal is the only proposal in this combined proxy statement/prospectus whose approval by TechTarget stockholders is a condition to the closing of the Transactions.

Q: Does the TechTarget Board recommend that TechTarget stockholders approve the Transaction Proposal?

A: Yes. The TechTarget Board has unanimously approved the Transaction Agreement and the Transactions contemplated thereby, including the Merger, and determined that the Transaction Agreement and the

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Transactions are in the best interest of TechTarget and its stockholders. Therefore, the TechTarget Board recommends that you vote FOR the Transaction Proposal at the special meeting. See the section titled “The Transactions—Recommendation of the TechTarget Board and Its Reasons for the Transactions” beginning on page 115 of this combined proxy statement/prospectus.

In considering the recommendation of the TechTarget Board with respect to the Transaction Proposal, you should be aware that directors and executive officers of TechTarget are parties to agreements or participants in other arrangements that give them interests in the Transactions that are different from, or in addition to, your interests as a stockholder of TechTarget. You should consider these interests in voting on this proposal. These different interests are described under “Interests of TechTarget’s Directors and Executive Officers in the Transactions” beginning on page 151 of this combined proxy statement/prospectus.

Q: If I am a record holder of my shares, what happens if I abstain from voting (whether by returning my proxy card or submitting my proxy by telephone or via the Internet with instructions to abstain) or I don’t submit a proxy or attend and vote at the special meeting?

A: Assuming that a quorum is present at the special meeting:

• For the Transaction Proposal, an abstention or a failure to submit a proxy will have the same effect as a vote against the proposal.

• For the Compensation Proposal, an abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal.

• For the Incentive Plan Proposal, an abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal.

• For the ESPP Proposal, an abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal.

• For the Adjournment Proposal, an abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you are a TechTarget stockholder of record and submit your proxy but do not make specific choices with respect to the proposals, your proxy will follow the recommendations of the TechTarget Board and your shares will be voted:

• FOR the Transaction Proposal (under such circumstances, your proxy will constitute a waiver of your right of appraisal under Section 262 of the DGCL and will nullify any previously delivered written demand for appraisal under Section 262 of the DGCL);

• FOR the Compensation Proposal;

• FOR the Incentive Plan Proposal;

• FOR the ESPP Proposal; and

• FOR the Adjournment Proposal.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at: https://delcode.delaware.gov/title8/c001/sc09/index.html#262).

Q: What if my shares are held in “street name”?

A: If some or all of your TechTarget shares are held in “street name” by your broker, nominee, fiduciary or other custodian, you must provide your broker, nominee, fiduciary or other custodian with instructions on how to vote

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your shares; otherwise, your broker, nominee, fiduciary or other custodian will not be able to vote your shares on any of the proposals before the special meeting.

As a result of the foregoing, please be sure to provide your broker, nominee, fiduciary or other custodian with instructions on how to vote your shares. Please check the voting form used by your broker, nominee, fiduciary or other custodian to see if it offers telephone or Internet submission of proxies.

Q: What if I fail to instruct my broker how to vote? Will my broker automatically vote my shares for me?

A: Under NYSE rules, which are also applicable to Nasdaq-listed companies, your bank, broker or other nominee will not vote your shares if you do not provide your bank, broker or other nominee with a signed voting instruction form with respect to your shares on matters deemed “non-routine,” but can vote your shares with respect to matters deemed “routine.” Where matters to be voted on at a meeting include both “routine” and “non-routine” matters and brokers who have not received voting instructions vote on the “routine” matters and fail to vote on “non-routine” matters, such failure to vote can result in “broker non-votes” with respect to the “non-routine” matters. The proposed matters to be voted on the special meeting are all “non-routine.” Therefore, we do not expect broker non-votes to occur.

See “Information About the Special Meeting and Voting–Votes Required; Abstentions and Broker Non-Votes” beginning on page 89 of this combined proxy statement/prospectus.

Q: What happens if I sell my shares of TechTarget common stock after the record date but before the special meeting or before the Closing?

A: The record date for the special meeting (the close of business on     , 2024) is earlier than the date of the special meeting and earlier than the date that the Transactions are expected to be completed. If you sell or otherwise transfer shares of TechTarget common stock after the record date but before the date of the special meeting, you will retain your right to vote those shares at the special meeting. However, you will not have the right to receive the Merger Consideration in respect of those shares. In order to receive the Merger Consideration, you must hold your shares through the Effective Time of the Transactions.

Q: Who will count the votes?

A:The inspector of elections will count all ballots submitted, including those submitted by proxies, and report the votes at the special meeting. Whether you submit your proxy to vote your shares by Internet, telephone or mail, your proxies will be received directly by Computershare.

Q: What does it mean if I receive more than one set of proxy materials?

A: This means you own shares of TechTarget common stock that are registered under different names or held in different brokerage accounts. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you may receive multiple sets of proxy materials. It is necessary for you to vote, sign and return all of the proxy cards or follow the instructions for submitting your proxy by telephone or by the Internet on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own prepaid return envelope; if you submit your proxy by mail, make sure you return each proxy card in the return envelope which accompanied that proxy card.

Q: Can I revoke my proxy and change my vote?

A: Yes. You can revoke your proxy at any time before your shares of TechTarget common stock are voted at the special meeting.

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If you are the record holder of your shares, you may revoke your proxy and change your vote in any of the following ways:

• You may submit another properly completed proxy card with a later date.

• You may grant a subsequent proxy by telephone or through the Internet.

• You may send a timely written notice that you are revoking your proxy to our Secretary at TechTarget, Inc. at our principal executive offices at 275 Grove Street, Newton, Massachusetts 02466.

• You may attend the special meeting and vote in person. Simply attending the special meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you may revoke your proxy and change your vote by following the instructions provided by your broker or bank.

At the special meeting, your most current proxy card or telephone or Internet proxy is the one that will be counted.

Q: Should I send in my TechTarget stock certificates now?

A: No. After the Transactions are completed, NewCo will send former TechTarget stockholders written instructions for exchanging their TechTarget stock certificates for the Merger Consideration.

Q: Who can answer any questions I may have about the special meeting or the Transactions?

A: You may call Mackenzie, TechTarget’s proxy solicitor for the special meeting, toll-free at (800) 322-2885 or +1 (212) 929-5500.

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TRADEMARKS AND TRADE NAMES

TechTarget owns and has rights to, and NewCo will own or acquire rights to, trademarks, service marks, copyrights and trade names in conjunction with the operation of its business and future business, including, without limitation, TechTarget and the Informa Tech Digital Businesses’ trademarks. Solely for convenience, the trademarks, service marks, copyrights and trade names referred to in this combined proxy statement/prospectus may be listed without the ^™, ^© and ^® symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, copyrights and trade names included or referred to in this combined proxy statement/prospectus.

This combined proxy statement/prospectus also includes trademarks, service marks and trade names of other companies, including, without limitation, Informa. Each trademark, service mark or trade name of any other company appearing in this combined proxy statement/prospectus belongs to its holder. Use or display by us of other parties’ trademarks, service marks or trade names is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of the trademark, service mark or trade name owner.

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SUMMARY

The following summary highlights information contained elsewhere in this combined proxy statement/prospectus and may not contain all the information that may be important to you. You should read this entire combined proxy statement/prospectus carefully, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Informa Tech Digital Businesses,” “Business—The Informa Tech Digital Businesses” and the Informa Tech Digital Businesses financial statements and related notes, all included elsewhere in this combined proxy statement/prospectus. Additional important information, which you are urged to also read, is contained in the Transaction Agreement, attached as Annex A, and TechTarget’s periodic reports, attached as Annexes P, Q, R, S, T, U and V, which are incorporated into this combined proxy statement/prospectus. See “Where You Can Find Additional Information” on page iii of this combined proxy statement/prospectus.

The Companies (see page 94)

CombineCo / NewCo

Toro CombineCo, Inc., which we refer to as CombineCo or NewCo, is a Delaware corporation that was formed by TechTarget for the purpose of engaging in the Transactions. Since January 4, 2024, the date of its incorporation, CombineCo has had no operations, material assets or material liabilities, has been nominally capitalized, has had no contingent liabilities, and has not engaged in any activities other than as contemplated by the Transaction Documents. At the completion of the Transactions, CombineCo will be renamed TechTarget, Inc. After the completion of the Transactions, NewCo will be a holding company whose principal assets will be the assets that today comprise the businesses of TechTarget and the Informa Tech Digital Businesses. Immediately after the completion of the Transactions, NewCo’s outstanding capital stock will consist solely of the NewCo common stock issued pursuant to the Transactions. For a description of the capital stock of NewCo, see “Description of NewCo Capital Stock” beginning on page 265 of this combined proxy statement/prospectus.

The principal executive offices of CombineCo are located at 275 Grove Street, Newton, Massachusetts 02466, and the telephone number at that address is (617) 431-9200. Following the Closing, NewCo will have the same principal executive offices and telephone number.

TechTarget

TechTarget is a global data, software and analytics leader for purchase intent-driven marketing and sales data which delivers business impact for B2B companies. Its solutions are designed to enable B2B technology companies to identify, reach, and influence key enterprise technology decision makers faster and with higher efficacy. It offers products and services intended to improve IT vendors’ abilities to impact highly targeted audiences for business growth using advanced targeting, first-party analytics and data services complemented with customized marketing programs that integrate content creation, demand generation, brand marketing, and other advertising techniques. Additional important information, which you are urged to also read, is contained in TechTarget’s filings with the SEC, attached as Annexes P, Q, R, S, T, U and V, which are incorporated by reference into this combined proxy statement/prospectus. See “Where You Can Find Additional Information” on page iii of this combined proxy statement/prospectus.

The principal executive offices of TechTarget are located at 275 Grove Street, Newton, Massachusetts 02466, and the telephone number at this location is (617) 431-9200.

Merger Sub

Toro Acquisition Sub, LLC (“Merger Sub”) has been formed solely for the purpose of engaging in the Transactions. Since the date of its formation, Merger Sub has not engaged in any activities other than as

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contemplated by the Transaction Documents. Merger Sub is, and until the Closing will be, a Delaware limited liability company that is wholly and directly owned by CombineCo. At the Closing, Merger Sub will be merged with and into TechTarget and the separate legal existence of Merger Sub will end.

Informa

Informa PLC (“Informa”) is a leading international B2B events, B2B digital services and academic markets group. It owns and operates a range of specialist brands that deliver unique connections, specialist data, information and intelligence to B2B companies, professionals, educational institutions, research funders and academics worldwide. In B2B Markets, Informa has built a leading global platform for live and on-demand B2B events, connecting buyers and sellers across a range of specialist sectors in person and online. Through specialist technology research, specialist media brands and first party B2B data, it also provides digital B2B solutions to enterprise technology vendors by delivering targeted audiences, highly qualified leads, demand generation and buyer intent that help identify, reach and influence key technology decision makers. Informa’s Academic Markets business, Taylor & Francis, is one of the world’s leading publishers of advanced, emerging and applied academic research and knowledge. Taylor & Francis works with leading experts and knowledge makers across a range of specialist subject categories spanning science, technology, medicine, humanities and social sciences, ensuring high quality research has an impact by being discovered by the right audience and contributing to human progress. Informa is listed on the London Stock Exchange and is a member of the FTSE 100 index. It operates in around 30 countries, with particular strengths in North America, IMEA (India, Middle East and Africa) and Asia.

The principal executive offices for Informa PLC are located at 5 Howick Place, London, UK, SW1P 1WG, and the telephone number is +44 (20) 8052-0400.

Informa HoldCo

Informa US Holdings Limited (“Informa HoldCo”) is a wholly owned subsidiary of Informa that, as of immediately prior to the Closing, will hold all of the equity interests of Informa Intrepid.

The principal executive offices for Informa HoldCo are located at 5 Howick Place, London, UK, SW1P 1WG, and the telephone number is +44 (20) 8052-0400.

Informa Intrepid and the Informa Tech Digital Businesses

Informa Intrepid Holdings Inc. (“Informa Intrepid”) is a wholly owned subsidiary of Informa HoldCo that, as of immediately prior to the Closing, will own, directly or indirectly, the Informa Tech Digital Businesses.

The Informa Tech Digital Businesses help technology companies accelerate growth through first party B2B data, market insight and market access. Over the last five years, the Informa Tech Digital Businesses have built a strong position in B2B data, market insight and market access, expanding international reach and building a broader set of solutions and capabilities to serve both the buy-side and sell-side of the technology market. This portfolio of products helps both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent.

At the heart of the Informa Tech Digital Businesses’ growth is a portfolio of specialist brands delivering highly relevant and engaging business content to B2B audiences. Omdia, Industry Dive, NetLine, Canalys and Wards are the foundation of the Informa Tech Digital Businesses, alongside their portfolio of specialist digital media brands. These products inform, educate and influence tech buyers, creating engaged, specialist audiences and delivering approximately 5 million permissioned first party data records. Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to

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deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize ROI and accelerate growth. In addition, through its specialist tech research business, the Informa Tech Digital Businesses employ more than 300 expert analysts to create data-driven intelligence products and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

The principal executive offices for the Informa Tech Digital Businesses are located at 240 Blackfriars, London, UK, SE1 8BF, and the telephone number is +44 (20) 7560-4321.

See “Business—The Informa Tech Digital Businesses” beginning on page 293 of this combined proxy statement/prospectus for more information on the Informa Tech Digital Businesses.

The Transactions (see page 96)

The Transaction Agreement and related documents provide that, on the terms and subject to the conditions set forth in the Transaction Agreement, among other things:

• The Informa Tech Digital Businesses Separation. Informa will undertake certain restructuring transactions to separate the Informa Tech Digital Businesses from Informa’s other business activities and facilitate the Contribution (the “Informa Tech Digital Businesses Separation”). Following the Informa Tech Digital Businesses Separation, all Informa Tech Digital Businesses will be held directly or indirectly by Informa Intrepid.

• The Contribution. At the Closing, in exchange for an aggregate of 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans), Informa HoldCo will contribute to CombineCo all of the equity interests of Informa Intrepid and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses) (the “Contribution”).

• The Merger. Merger Sub will merge with and into TechTarget, with TechTarget as the surviving corporation. As a result of the Merger, (i) TechTarget will become a direct, wholly owned subsidiary of NewCo and will be renamed “TechTarget Holdings Inc.”; and (ii) each issued and outstanding share of TechTarget common stock as of immediately prior to the effective time of the Merger (other than Excluded Stock, which will be cancelled without consideration, and Dissenting Shares) will be converted into the right to receive (A) one share of NewCo common stock and (B) a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount, which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock as of the date of this combined proxy statement/prospectus (the “Merger Consideration”).

• NewCo. In the Transactions, CombineCo will be renamed “TechTarget, Inc.” (in this combined proxy statement/prospectus, we refer to the renamed, post-Closing CombineCo as “NewCo”). After giving effect to the Contribution and the Merger, Informa Intrepid and TechTarget (newly renamed “TechTarget Holdings Inc.” as described above) will be wholly owned subsidiaries of NewCo.

The Transaction Agreement is attached as Annex A to this combined proxy statement/prospectus. We encourage you to read the Transaction Agreement carefully and fully, as it is the legal document that governs the Transactions.

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The NewCo Structure

The following diagram illustrates the structure of NewCo and its stockholders upon completion of the Transactions:

* Does not take into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans.

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Merger Consideration

Subject to the terms and conditions of the Transaction Agreement, at the Closing, each share of TechTarget common stock that is issued and outstanding as of immediately prior to the effective time of the Merger (other than Excluded Stock, which will be cancelled without consideration, and Dissenting Shares) will be converted into the right to receive (i) one share of NewCo common stock and (ii) a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount, which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock as of the date of this combined proxy statement/prospectus.

TechTarget’s Stockholders will have Appraisal Rights in Connection with the Merger (see page 139)

TechTarget stockholders are entitled to appraisal rights under Section 262 of the DGCL provided they fully comply with and follow the procedures and satisfy all of the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section titled “The Transactions—Appraisal Rights” beginning on page 139 of this combined proxy statement/prospectus. In addition, a copy of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at: https://delcode.delaware.gov/title8/c001/sc09/index.html#262). Failure to comply with Section 262 of the DGCL will result in your waiver of, or inability to exercise, appraisal rights.

Treatment of TechTarget Equity Incentive Awards (see page 165)

Pursuant to the terms of the Transaction Agreement and the plans and agreements governing such awards, any TechTarget Options and TechTarget RSUs that are outstanding as of immediately prior to the Effective Time will be treated as follows:

• Each TechTarget Option, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will, as of the Effective Time, vest (to the extent unvested) in full. Immediately prior to the Effective Time, each In-The-Money Option will automatically cease to exist and be converted into the right of the holder of the In-The-Money Option to receive the applicable portion of the Merger Consideration in respect of the shares of TechTarget common stock underlying the In-The-Money Option, reduced by the aggregate exercise price of the In-The-Money Option. The aggregate exercise price will first reduce the cash portion of the Merger Consideration payable to the holder of the In-The-Money Option and then, to the extent the cash portion of the Merger Consideration payable to the holder is less than the aggregate exercise price of the In-The-Money Option, reduce the number of shares of NewCo common stock otherwise issuable to the holder by the number of shares of NewCo common stock equal to the remaining portion of the aggregate exercise price of the In-The-Money Option, divided by an amount equal to (i) the closing per share price of TechTarget common stock for the trading day immediately prior to the day on which the Closing occurs minus (ii) the Cash Amount Per Share. Immediately prior to the Effective Time, each Underwater Option will be canceled and terminated for no consideration.

• Immediately prior to the Effective Time, 100% of the outstanding Pre-Signing TechTarget RSUs held by eight specified TechTarget executives, including each of TechTarget’s current executive officers, and 50% of all other outstanding, unvested Pre-Signing TechTarget RSUs will vest. At the Effective Time, each vested Pre-Signing TechTarget RSU and any other TechTarget RSUs that are then vested and outstanding will be canceled, will cease to exist and will be converted into the right of the holder thereof to receive the applicable portion of Merger Consideration in respect of the shares of TechTarget common stock underlying the vested TechTarget RSU. Pursuant to certain lock-up agreements entered into by certain of TechTarget’s current executive officers with Informa in connection with the execution of the Transaction Agreement, a portion of the Merger Consideration payable to such individuals in respect of their TechTarget RSUs that become fully vested as a result of the consummation of the Merger will be subject to lock-up restrictions for up to three years.

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• Each TechTarget RSU that is outstanding and unvested as of the Effective Time (after taking into account any vesting described in the prior paragraph) will be assumed by NewCo and converted into an award of restricted stock units with respect to shares of NewCo common stock in the manner set forth in the Transaction Agreement. Each converted restricted stock unit will be subject to the same terms and conditions (including vesting, accelerated vesting and settlement schedule) as applied to the corresponding unvested TechTarget RSU immediately prior to the Effective Time.

• To the extent any Merger Consideration payable in respect of In-The-Money Options or vested TechTarget RSUs is subject to withholding, the withholding obligation will be satisfied, first exclusively from the cash portion of the Merger Consideration and, to the extent there is insufficient cash to fully satisfy the withholding obligation, then by withholding a number of shares of NewCo common stock otherwise deliverable to the holder of the equity award in accordance with the terms of the Transaction Agreement in an amount equal to the dollar amount of the remaining withholding obligation divided by the amount equal to (i) the closing price per share of TechTarget common stock, as reported on Nasdaq for the trading day immediately prior to the day on which the Closing occurs minus (ii) the Cash Amount Per Share.

Treatment of TechTarget Employee Stock Purchase Plan (see page 166)

Prior to the Closing, the TechTarget ESPP will continue to operate consistent with its terms as in existence as of January 10, 2024. If the Closing occurs prior to the end of a Plan Period (as defined in the TechTarget ESPP), all accumulated participant contributions under the TechTarget ESPP will be used to purchase shares of TechTarget common stock from TechTarget as close as reasonably practicable to (but in any event prior to) the Closing Date in accordance with the terms of the TechTarget ESPP as if it was the last day of the Plan Period. The TechTarget ESPP will terminate in its entirety on the Closing Date, and no further rights to purchase TechTarget common stock will be granted or exercised under the TechTarget ESPP thereafter.

NewCo Incentive Plan (see page 182)

On     , 2024, pursuant to the terms of the Transaction Agreement, the TechTarget Board approved the adoption by CombineCo’s board of directors, subject to TechTarget stockholder approval and the Closing, of the NewCo Incentive Plan. If stockholders approve the NewCo Incentive Plan, it will become effective upon the Closing. For a summary of the NewCo Incentive Plan, see Proposal 3 in this combined proxy statement/prospectus.

NewCo Employee Stock Purchase Plan (see page 182)

On     , 2024, pursuant to the terms of the Transaction Agreement, the TechTarget Board approved the adoption by CombineCo’s board of directors, subject to TechTarget stockholder approval and the Closing, of the NewCo ESPP. If stockholders approve the NewCo ESPP, it will become effective upon the Closing. For a summary of the NewCo ESPP, see Proposal 4 in this combined proxy statement/prospectus.

U.S. Federal Income Tax Consequences of the Transactions (see page 145)

TechTarget, Informa and CombineCo each intend that, subject to certain limitations and qualifications described in the section of this combined proxy statement/prospectus titled “U.S. Federal Income Tax Consequences of the Transactions,” beginning on page 145, for U.S. federal income tax purposes, the Merger and the Contribution, taken together, will qualify as a transaction described in Section 351 of the Code. Accordingly, subject to the discussion below regarding potential dividend treatment, a U.S. Holder (as defined in the section of this combined proxy statement/prospectus titled “U.S. Federal Income Tax Consequences of the Transactions” beginning on page 145) will recognize gain, but not loss, on the exchange of shares of TechTarget common stock for a combination of shares of NewCo common stock and cash equal to the lesser of: (1) the excess of (a) the

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sum of the fair market value of shares of NewCo common stock and the amount of cash received by such U.S. Holder in the Transactions over (b) such U.S. Holder’s tax basis in the shares of TechTarget common stock surrendered in exchange therefor, and (2) the amount of cash received by such U.S. Holder in the Transactions.

The treatment of any cash received by a U.S. Holder in lieu of fractional shares of NewCo common stock is discussed in the section of this combined proxy statement/prospectus titled “U.S. Federal Income Tax Consequences of the Transactions—U.S. Holders-Cash in Lieu of Fractional Shares” beginning on page 147.

In certain circumstances, a holder of shares of TechTarget common stock could be treated as receiving a dividend in an amount up to the amount of the cash consideration received by such holder pursuant to the Transactions. As a result of the possibility of such deemed dividend treatment, a Non-U.S. Holder (as defined in the section of this combined proxy statement/prospectus titled “U.S. Federal Income Tax Consequences of the Transactions” beginning on page 145) may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash consideration received in the Transactions.

For a more complete discussion of the U.S. federal income tax consequences of the Transactions, see the section titled “U.S. Federal Income Tax Consequences of the Transactions” beginning on page 145. Holders of shares of TechTarget common stock are urged to consult their tax advisors to determine the applicable U.S. federal, state, local and non-U.S. tax consequences, including any non-income tax consequences, to them of exchanging shares of TechTarget common stock pursuant to the Transactions in light of their particular circumstances.

The TechTarget Special Meeting (see page 184)

The special meeting will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 on     , 2024 at      a.m., Eastern time. The record date for the special meeting is as of the close of business on     , 2024. Only TechTarget stockholders of record at the close of business on     , 2024 will be entitled to receive notice of and to vote at the special meeting or any adjournment thereof. Shares of TechTarget common stock held by TechTarget as treasury shares and by any TechTarget subsidiary will not be entitled to vote at the special meeting.

TechTarget Stockholder Approval Required to Complete the Transactions

Approval of the proposal to adopt the Transaction Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of TechTarget common stock entitled to vote on such proposal. TechTarget cannot complete the Transactions unless TechTarget stockholders approve the proposal to adopt the Transaction Agreement.

TechTarget’s directors and executive officers beneficially owned      shares of TechTarget common stock on     , 2024, the record date for the special meeting. These shares represent in total      % of the total voting power of TechTarget’s voting securities outstanding and entitled to vote as of the record date. TechTarget currently expects that TechTarget’s directors and executive officers will vote their shares in favor of all the proposals to be voted on at the special meeting.

Recommendation of the TechTarget Board and its Reasons for the Transactions (see page 115)

The TechTarget Board has reviewed and considered the terms of the Transaction Agreement and has unanimously determined that the Transaction Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, TechTarget and its stockholders, and recommends that TechTarget stockholders vote FOR the proposal to adopt the Transaction Agreement. See “The Transactions—Recommendation of the TechTarget Board and Its Reasons for the Transactions” beginning on page 115 of this combined proxy statement/prospectus for a discussion of the TechTarget Board’s reasons for its recommendation.

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Opinion of TechTarget’s Financial Advisor (see page 127)

Pursuant to an engagement letter, TechTarget formally retained J.P. Morgan as its financial advisor in connection with the Transactions. At the meeting of the TechTarget Board on January 10, 2024, J.P. Morgan rendered its oral opinion to the TechTarget Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration was fair, from a financial point of view, to the holders of TechTarget common stock. J.P. Morgan confirmed its January 10, 2024 oral opinion by delivering its written opinion to the TechTarget Board, dated January 10, 2024 that, as of such date, the Merger Consideration was fair, from a financial point of view, to the holders of TechTarget common stock.

The full text of the written opinion of J.P. Morgan, dated January 10, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this combined proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this combined proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of TechTarget common stock are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the TechTarget Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Transactions, was directed only to the Merger Consideration to be paid to the holders of TechTarget common stock and did not address any other aspect of the Transactions. J.P. Morgan expressed no opinion as to the fairness of the Merger Consideration to the holders of any other class of securities, creditors or other constituencies of TechTarget or as to the underlying decision by TechTarget to engage in the Transactions. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this combined proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of TechTarget as to how such stockholder should vote with respect to the Transactions or any other matter.

Regulatory Matters Relating to the Transactions (see page 137)

Under the terms of the Transaction Agreement, the Transactions cannot be completed until the waiting period applicable to the consummation of the Transactions under the HSR Act has expired or been terminated and all other specified approvals have been obtained or any applicable waiting period thereunder has expired or been terminated.

Under the HSR Act and the rules promulgated thereunder by the FTC, the Transactions cannot be completed until each of Informa and TechTarget has filed a notification and report form with the FTC and the Antitrust Division of the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Each of Informa and TechTarget filed their respective notification and report form under the HSR Act effective as of February 5, 2024. The applicable waiting period under the HSR Act expired on March 6, 2024.

At any time before or after consummation of the Transactions, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest including seeking to enjoin the completion of the Transactions or seeking divestiture of substantial assets of Informa or TechTarget. At any time before or after the completion of the Transactions, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Transactions or seeking divestiture of substantial assets of Informa and TechTarget. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

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Each of Informa and TechTarget has agreed to, and to cause its subsidiaries to, use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part to consummate the Contribution, the Merger, and the other Transactions prior to December 20, 2024. However, neither Informa nor TechTarget nor any of their respective affiliates is or shall be required to agree to or accept (i) any prohibition of or limitation on its ownership of its respective business or assets, (ii) any requirement to divest, hold separate, or otherwise dispose of its business or assets, (iii) any limitation on its ability to acquire or hold or exercise full rights of ownership of its business or assets, or (iv) any other limitation or concession of any nature whatsoever on its ability to, or the manner in which it, operates, conducts, or exercises decision-making over its business or assets, including in each of the foregoing cases after giving effect to the Transactions if and to the extent necessary to obtain, prior to December 20, 2024, any governmental consents necessary or advisable to be obtained from any governmental authority in order to consummate the Contribution, the Merger, or any of the other Transactions.

We cannot assure you that an antitrust law, competition law or other regulatory challenge to the Transactions will not be made. If a challenge is made, we cannot predict the result. These filings and approvals are more fully described in “The Transaction Agreement—Government Approvals” beginning on page 176 of this combined proxy statement/prospectus.

Interests of TechTarget’s Directors and Executive Officers in the Transactions (see page 151)

TechTarget stockholders should be aware that TechTarget’s directors and executive officers have interests in the Transactions that are different from, or in addition to, the interests of TechTarget stockholders. These interests are described in “Interests of TechTarget’s Directors and Executive Officers in the Transactions” beginning on page 151 of this combined proxy statement/prospectus.

The TechTarget Board was aware of these interests and considered them, among other matters, in approving the Transaction Agreement and making its recommendation that the TechTarget stockholders adopt the Transaction Agreement.

Conditions to Closing (see page 169)

As more fully described in the Transaction Agreement, each party’s obligation to complete the Transactions is subject to the satisfaction or waiver of the following conditions:

• consummation of the Informa Tech Digital Businesses Separation (it being understood that the achievement of any particular tax treatment in connection with the separation does not constitute a condition);

• obtaining the Requisite Vote;

• effectiveness under the Securities Act of the registration statement on Form S-4, of which this combined proxy statement/prospectus constitutes a part, and the absence of any stop order suspending the effectiveness of such registration statement or any proceeding initiated or threated by the SEC to issue a stop order suspending the registration statement;

• authorization for listing on Nasdaq (or such other U.S. national securities exchange as may be mutually agreed by the parties to the Transaction Agreement) of the shares of NewCo common stock to be issued in consideration of the Contribution and in connection the Merger, upon official notice of issuance;

• the expiration or termination of any waiting period under the HSR Act applicable to the Transactions and receipt of any other mutually agreed required regulatory approvals; and

• the absence of any law or order that restrains, enjoins, or otherwise prohibits consummation of the Contribution, the Merger or the other Transactions.

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The obligation of TechTarget, CombineCo and Merger Sub to complete the Transactions is also subject to the satisfaction or waiver of the following conditions:

• the accuracy of the representations and warranties of Informa, Informa HoldCo and Informa Intrepid in the Transaction Agreement, subject to the materiality and material adverse effect standards provided in the Transaction Agreement, with specified exceptions;

• the performance in all material respects by each of Informa, Informa HoldCo and Informa Intrepid of its obligations contained in the Transaction Agreement required to be performed by it at or prior to the Closing;

• the delivery by Informa to TechTarget of an officer’s certificate, certifying to the effect that the closing conditions described in the preceding two bullets have been satisfied;

• the nonoccurrence since January 10, 2024 of any change, circumstance, development, or effect that, individually or in the aggregate, as of the Closing Date, has had or would reasonably be expected to have a material adverse effect on the Informa Tech Digital Businesses (as this term is described in the section “The Transaction Agreement—Representations and Warranties; Material Adverse Effect” beginning on page 167 of this combined proxy statement/prospectus); and

• at least 30 days having passed since the occurrence of an Adjusted EBITDA Termination Event.

The obligation of Informa, Informa HoldCo and Informa Intrepid to complete the Transactions is also subject to the satisfaction or waiver of the following conditions:

• the accuracy of the representations and warranties of TechTarget, CombineCo and Merger Sub in the Transaction Agreement, subject to the materiality and material adverse effect standards provided in the Transaction Agreement, with specified exceptions;

• the performance in all material respects by TechTarget, CombineCo and Merger Sub of its obligations contained in the Transaction Agreement required to be performed by it at or prior to the Closing;

• the delivery by TechTarget to Informa of an officer’s certificate certifying to the effect that the closing conditions described in the preceding two bullets have been satisfied; and

• the nonoccurrence since January 10, 2024 of any change, circumstance, development, or effect that, individually or in the aggregate, as of the Closing Date has had or would reasonably be expected to have a material adverse effect on TechTarget and its subsidiaries (as this term is described in the section “The Transaction Agreement—Representations and Warranties; Material Adverse Effect” beginning on page 167 of this combined proxy statement/prospectus).

If the Transactions are not completed for any reason, TechTarget stockholders will not receive any form of consideration for their shares of TechTarget common stock in connection with the Transactions. Instead, TechTarget will remain an independent publicly traded corporation and TechTarget common stock will continue to be listed and traded on Nasdaq.

We cannot provide any assurances as to when, or if, the conditions to the Transactions will be satisfied or, if applicable, waived, or that the Transactions will be completed.

Litigation Relating to the Transactions (see page 177)

TechTarget has agreed to promptly notify Informa of, and give Informa the opportunity to participate in, but not control, the defense and settlement of, any stockholder litigation against TechTarget or its directors or officers relating to the Transactions. TechTarget has agreed to (i) keep Informa reasonably apprised on a prompt basis of proposed strategy and other significant decisions with respect to any such litigation (and Informa may

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offer comments or suggestions with respect to such litigation, which TechTarget will consider in good faith) and (ii) not settle or offer, compromise or agree to settle or compromise, or take any other action to settle, compromise or moot, any such litigation without Informa’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

TechTarget Non-Solicitation; TechTarget’s Ability to Change Recommendation and Terminate the Transaction Agreement (see page 178)

As more fully described in this combined proxy statement/prospectus and in the Transaction Agreement, under the Transaction Agreement, neither TechTarget nor any of its subsidiaries nor any of their Representatives shall, directly or indirectly, among other things, (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below); (ii) engage or otherwise participate in any discussions or negotiations relating to any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) provide any information or data to any Person in connection with any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.

However, any time prior to, but not after, obtaining the TechTarget stockholder adoption of the Transaction Agreement, TechTarget is permitted to engage with a third party that makes an unsolicited Acquisition Proposal, only if the TechTarget Board determines in good faith, after consultation with outside legal counsel, that (i) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (ii) based on the information then available and after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, such Acquisition Proposal either constitutes a Superior Proposal (as defined in “The Transaction Agreement—TechTarget Non-Solicitation; TechTarget’s Ability to Change Recommendation and Terminate the Transaction Agreement”) or could reasonably be expected to result in a Superior Proposal.

In response to a Superior Proposal, TechTarget may terminate the Transaction Agreement (and concurrently enter into a definitive agreement with respect to such Superior Proposal and pay the Termination Fee) if the TechTarget Board determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. The TechTarget Board may also change its recommendation that TechTarget’s stockholders adopt the Transaction Agreement if the TechTarget Board determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. In such event, Informa would have the right to terminate the Transaction Agreement and receive the Termination Fee. Prior to termination of the Transaction Agreement or the TechTarget Board changing its recommendation, TechTarget is required to give Informa a 5 business day window to improve the terms of the transaction to obviate the need for the TechTarget Board’s action, with any material change to the terms of a competing proposal triggering a new 3-business day matching window.

For more information regarding the limitations on TechTarget and the TechTarget Board to consider other proposals, see “The Transaction Agreement—TechTarget Non-Solicitation; TechTarget’s Ability to Change Recommendation and Terminate the Transaction Agreement” beginning on page 178 of this combined proxy statement/prospectus.

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The Transaction Agreement may be Terminated and a Termination Fee may be Payable by TechTarget (see page 186)

The Transaction Agreement may be terminated at any time prior to the Closing in any of the following ways:

• by mutual written agreement of Informa and TechTarget;

• by either Informa or TechTarget upon notice to the other if:

• the Contribution and the Merger has not been completed on or before 11:59 p.m. (New York City time) on December 20, 2024 (the “Termination Date”), unless the party seeking to terminate has breached in any material respect its obligations under the Transaction Agreement in any manner that shall have proximately contributed to the failure of the Transactions to be consummated;

• the Requisite Vote shall not have been obtained at the TechTarget Stockholders Meeting;

• any law or governmental order enacted, issued, promulgated, enforced, or entered by a governmental authority of a competent jurisdiction permanently restraining, enjoining, or otherwise prohibiting consummation of the Transactions shall become final and non-appealable, unless the party seeking to terminate has breached in any material respect its obligations under the Transaction Agreement in any manner that shall have proximately contributed to the failure of the Transactions to be consummated;

• the other party breaches its representations, warranties or covenants and such breach results in the failure of a closing condition and remains uncured for 30 days following notice of such breach;

• by TechTarget upon notice to Informa if:

• at any time prior to the Requisite Vote being obtained, the TechTarget Board authorizes TechTarget to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal and TechTarget pays the Termination Fee;

• the Adjusted EBITDA Cash Increase Amount is greater than $35 million, and TechTarget terminates on or prior to the 30^th day following the certification of such amount;

• Informa has not delivered the Required Informa Tech Digital Businesses Financial Statements on or prior to August 9, 2024, and TechTarget terminates on or prior to August 20, 2024; or

• by Informa upon notice to TechTarget if the TechTarget Board makes a TechTarget Change in Recommendation.

TechTarget would be obligated to pay Informa the Termination Fee if the Transaction Agreement were terminated:

• by Informa due to a TechTarget Change in Recommendation;

• by either party due to the Requisite Vote having not been obtained at a time when Informa had a right to terminate the Transaction Agreement due to a TechTarget Change in Recommendation; or

• by TechTarget in connection with a Superior Proposal.

In addition, if (i) the Transaction Agreement were terminated (A) by Informa or TechTarget in connection with reaching the Termination Date or not obtaining the Requisite Vote or (B) by Informa based on a TechTarget breach of covenant, (ii) prior to such termination, but after the date of the Transaction Agreement, a bona fide competing Acquisition Proposal was publicly made to TechTarget or was made directly to TechTarget’s stockholders generally or, in the case of termination by Informa based on a TechTarget breach of covenant, an Acquisition Proposal was made to the TechTarget Board, (iii) in the case of a termination in connection with

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reaching the Termination Date, the closing conditions relating to no prohibiting law or order and obtaining government consents have been satisfied, and (iv) within 12 months after the date of termination, TechTarget consummates or enters into a definitive agreement to effect a competing Acquisition Proposal, then TechTarget shall pay the Termination Fee. The amount of the Termination Fee would be $40,000,000.

If the Transaction Agreement is terminated in accordance with its terms, it will become void and of no effect, without liability of any party to the Transaction Agreement (or any subsidiary of such party or any former, current or future stockholder, director, officer, employee, agent, consultant or other representative of such party or any of its subsidiaries) to any other party to the Transaction Agreement; provided that (i) certain customary provisions will survive such termination and (ii) no party will be relieved from any liabilities or damages for any intentional breach of the Transaction Agreement prior to such termination.

The Transaction Agreement provides that where payment of the Termination Fee by TechTarget is required under the Transaction Agreement, upon such payment, the payment of the Termination Fee (and, if applicable, costs and expenses incurred to collect the Termination Fee, and interest thereon) in accordance with the Transaction Agreement will be the exclusive monetary remedy of Informa, Informa HoldCo and CombineCo and their respective affiliates against TechTarget or any of its subsidiaries or any of their respective former, current, or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates, or assignees, for all damages suffered as a result of a breach or failure to perform under the Transaction Agreement (whether at law, in equity, in contract, in tort, or otherwise), and upon payment of such amount, none of TechTarget or any of its subsidiaries or any of their respective former, current, or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates, or assignees shall have any further liability or obligation relating to or arising out of the Transaction Agreement (whether at law, in equity, in contract, in tort or otherwise) other than certain specified agreements regarding access, consultation and confidentiality.

Specific Performance (see page 188)

Under the Transaction Agreement, each party to the Transaction Agreement is entitled to specific performance or an injunction (in addition to any other remedy to which they are entitled at law or in equity) in the event of a breach or threatened breach of the Transaction Agreement.

NewCo Common Stock Anticipated to be Listed on Nasdaq; TechTarget Common Stock to be Delisted and Deregistered if the Transactions are Completed (see page 265)

The parties anticipate that shares of NewCo common stock will be listed on Nasdaq under the symbol “TTGT.” If the Transactions are completed, TechTarget common stock will no longer be listed on Nasdaq and will be deregistered under the Exchange Act.

Treatment of TechTarget Convertible Notes (see page 189)

Immediately following consummation of the Transactions, the TechTarget convertible notes will become convertible into Merger Consideration for each share of TechTarget common stock into which the TechTarget convertible notes were convertible immediately prior to the consummation of the Transactions. In connection with the Transactions, TechTarget, NewCo and the trustee under the indentures governing the TechTarget convertible notes are expected to enter into a supplemental indenture (to be effective upon the completion of the Transactions) pursuant to which, among other things, NewCo will be added as a co-issuer of the TechTarget convertible notes and assume, as co-obligor, jointly and severally with TechTarget, the obligations of TechTarget under the TechTarget convertible notes and each indenture governing the TechTarget convertible notes.

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TechTarget and NewCo will take all actions that may be required in accordance with, and subject to the terms of, each indenture governing the TechTarget convertible notes as a result of the execution and delivery of the Transaction Agreement, the Merger or any of the other transactions contemplated by the Transaction Agreement.

Informa will hold 57% of the Outstanding Shares of NewCo on a Fully Diluted Basis as of the Closing (see page 162)

As of the Closing, Informa will hold 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and former TechTarget stockholders will hold the remaining outstanding shares of NewCo common stock.

The Holders of NewCo Common Stock will have Rights that Differ in Certain Respects from the Rights of TechTarget’s Stockholders (see page 231)

TechTarget’s stockholders, whose rights are currently governed by the fourth amended and restated certificate of incorporation of TechTarget, the amended and restated bylaws of TechTarget, and Delaware law, will, upon completion of the Transactions, become stockholders of NewCo and after that their rights will be governed by the NewCo Charter, the NewCo Bylaws, the Stockholders Agreement and Delaware law. Those rights as NewCo stockholders are different from the rights TechTarget’s stockholders currently have because the governing documents of TechTarget and NewCo materially differ in various respects. These differences are described in detail in the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 231 of this combined proxy statement/prospectus.

The Transactions and the Performance of NewCo are Subject to Various Risks (see page 52)

There are various risks relating to the Transactions and to the Informa Tech Digital Businesses, TechTarget and NewCo. See “Risk Factors” beginning on page 52 of this combined proxy statement/prospectus for a discussion of these and other risks and see also the information contained in TechTarget’s periodic reports, which are attached as Annexes P, Q, R, S, T, U and V and incorporated into this combined proxy statement/prospectus.

These risk factors include, but are not limited to, the following:

Risks Related to the Transactions

• The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and failure to complete the Transactions may result in material adverse consequences to TechTarget’s business and operations.

• Each of TechTarget and the Informa Tech Digital Businesses will be subject to business uncertainties and contractual restrictions while the Transactions are pending that could adversely affect either or both of them.

• The Transaction Agreement contains provisions that limit TechTarget’s ability to pursue alternatives to the Transactions, could discourage a potential competing acquiror of TechTarget from making a favorable alternative transaction proposal and, in certain circumstances, could require TechTarget to pay Informa a termination fee of $40 million.

• Some of the directors and executive officers of TechTarget have interests in the Transactions that are different from, or in addition to, those of TechTarget’s stockholders generally.

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• NewCo’s actual financial performance after the Closing may differ materially from the performance reflected in the unaudited pro forma condensed combined financial information included in this combined proxy statement/prospectus.

• The financial forecasts are based on various assumptions that may not be realized.

Risks Related to the Business of NewCo following the Transactions

• Failure of the parties successfully to implement and operate under the Data Sharing Agreement between NewCo and Informa could impact the potential benefits of the Transactions.

• The integration of TechTarget and the Informa Tech Digital Businesses following the Closing will present challenges that may prevent NewCo from realizing all the anticipated benefits of the Transactions.

• Informa could engage in business and other activities that compete with NewCo.

• The corporate opportunity provisions in the NewCo Charter and the Stockholders Agreement may enable Informa to benefit from corporate opportunities that might otherwise be available to NewCo.

• Because NewCo will depend on its ability to generate revenues from the sale and support of purchase intent driven advertising campaigns, material reductions in advertising spending will likely have an adverse effect on its revenues and operating results.

• Because most of NewCo’s customers will be in the enterprise technology industry, its revenues will be subject to characteristics of the enterprise technology industry that can affect advertising spending by B2B technology companies.

• NewCo’s future growth will depend in large part on continued increases in sales of data-driven products and services.

• If NewCo is unable to deliver content and services that attract and retain a critical mass of members and users, its ability to attract customers may be affected, which could in turn have an adverse effect on its revenues.

• NewCo will depend on internet search engines to attract a significant portion of the visitors to its websites. If NewCo’s websites were to become listed less prominently in search results due to changes in the search engines’ algorithms or otherwise, its business and operating results could be materially harmed.

• There are a number of risks associated with NewCo’s international operations, as well as the expansion of those operations, that could adversely affect NewCo business.

• Competition for customers’ marketing and advertising spending is intense, and NewCo may not compete successfully, which could result in a material reduction in its market share, the number of its customers and its revenues.

• NewCo may experience competition from other companies with technologies and data to deliver B2B market insight and market access, and competing products and services could provide greater appeal to customers.

Risks Related to the Informa Tech Digital Businesses

• The Informa Group only recently acquired certain of the businesses that constitute the Informa Tech Digital Businesses. The failure to successfully execute and integrate acquisitions and the different products and services associated with such acquisitions could negatively impact the financial condition and results of operations of the Informa Tech Digital Businesses.

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• During the preparation of the Informa Tech Digital Businesses’ financial statements for this combined proxy statement/prospectus, material weaknesses were identified in its internal control over financial reporting. Failure to establish and maintain effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act and remediate these material weaknesses could have an adverse effect on the Informa Tech Digital Businesses’ business and results of operation.

Risks Related to the Ownership of NewCo Common Stock

• Following the completion of the Transactions, NewCo will be controlled by Informa. The interests of Informa may differ from the interests of other stockholders of NewCo.

• The shares of NewCo common stock to be received by TechTarget’s stockholders as a result of the Transactions will have different rights from the shares of TechTarget common stock that those holders currently own.

• No trading market currently exists for NewCo common stock.

• Following the completion of the Transactions, Informa will have the right to purchase additional securities of NewCo, which could have a negative impact on NewCo’s stock price.

• The benefits and synergies attributable to the Transactions may vary from expectations, which may negatively affect the market price of shares of NewCo common stock.

Post-Transactions Governance and Management (see page 231)

Following the completion of the Merger, Informa will control a majority of the voting power of the outstanding common stock of NewCo. The Stockholders Agreement will provide that for so long as Informa beneficially owns more than 50% of the outstanding shares of NewCo common stock, to the extent permitted by applicable law, unless otherwise agreed to in writing by Informa HoldCo, NewCo will avail itself of certain available “Controlled Company” exemptions to the corporate governance listing standards of the Exchange (in whole or in part, as requested by Informa HoldCo) that would otherwise require, among other things, NewCo to have a majority of the board of directors consist of independent directors. These corporate governance issues are discussed in the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 231 of this combined proxy statement/prospectus.

The Transaction Agreement provides that the immediately following the Closing, the NewCo Board will be constituted in the manner set forth in the Stockholders Agreement and will consist of nine directors; five directors designated by Informa HoldCo (sometimes referred to as the “Informa Directors”), one of whom will be the non-executive chair of the Board; three directors designated by TechTarget; and the Chief Executive Officer of NewCo immediately following the Closing.      will serve as the initial non-executive chair of the Board following the Closing. For additional information regarding the new directors of NewCo, please see “Directors of NewCo” on page 329 of this combined proxy statement/prospectus.

The Stockholders Agreement will provide that Gary Nugent, current Chief Executive Officer of the Informa Tech division, will serve as the initial Chief Executive Officer of NewCo following the Closing. For additional information regarding the new executive officers of NewCo, please see “NewCo Executive Officers” beginning on page 167 of this combined proxy statement/prospectus.

Stockholders Agreement (see page 190)

At the Closing, Informa, Informa HoldCo and NewCo will enter into the Stockholders Agreement, which sets forth, among other things:

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Corporate Governance

Board Composition

Effective as of the Closing, the NewCo Board will initially consist of nine members, of which:

• Four will be designated by Informa HoldCo, of whom at least one must not be an executive officer or employee of any Informa Group member and must otherwise qualify as an Independent Director and must meet the requirements under the Exchange Act and the Exchange requirements for membership on the Audit Committee;

• One will be the Chief Executive Officer of NewCo;

• One will be the non-executive chair of the Board, who will be selected by Informa HoldCo, but the designated person may not be a director, executive officer or employee of any Informa Group company and must otherwise qualify as an Independent Director; and

• Three will be designated by TechTarget, two of whom must qualify as Independent Directors and must meet the requirements under the Exchange Act and the Exchange requirements for membership on the Audit Committee and at least one of whom must qualify as an “audit committee financial expert” having the attributes specified in Item 407(d)(5)(ii) of Regulation S-K.

Following the Closing, the number of directors on the NewCo Board who will be designated by Informa HoldCo will be as follows:

• Before the Fourth Trigger Date, a number of the total authorized number of directors on the NewCo Board as of such time that is proportionate to the Informa Group’s beneficial ownership of outstanding shares of NewCo common stock at such time (rounded to the nearest whole person); provided that Informa HoldCo will have the right to designate at least a majority of the directors on the NewCo Board until the First Trigger Date, at least one of whom must not be an executive officer or employee of any Informa Group member, must otherwise qualify as an Independent Director and must meet the requirements under the Exchange Act and the Exchange requirements for membership on the Audit Committee; and

• Following the Fourth Trigger Date, Informa HoldCo will not have the right to designate any directors to the NewCo Board.

Following the Closing, in the event of a vacancy on the NewCo Board caused by the death, resignation, retirement, disqualification, removal from office or other cause of any director who was not designated by Informa HoldCo, the Nominating Committee of the NewCo Board will have the sole right to fill such vacancy or designate a person for nomination for election to the NewCo Board to fill such vacancy in accordance with applicable law. However, until the Third Trigger Date, (x) the then-current Chief Executive Officer of NewCo must be included for nomination at any annual or special meeting of NewCo at which directors are elected as a non-Informa designee and (y) at least two non-Informa designees must qualify as NewCo Independent Directors (as defined in “Certain Agreements Related to the Transactions—Stockholders Agreement”) and as Independent Directors, and one of such designees must also be an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S-K. The NewCo Board must at all times include at least three Independent Directors, who meet applicable requirements for membership on the Audit Committee.

Chair

Until the Second Trigger Date, Informa HoldCo will have the right to nominate a member of the NewCo Board as the chair of the NewCo Board and the NewCo Board will take all actions necessary to cause such person to become chair of the NewCo Board.

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Lead Independent Director

Until the Second Trigger Date, if at any time the chair of the NewCo Board is an Informa Director who is not an Independent Director, the Nominating Committee may nominate an Independent Director to be the “lead independent director” (the “Lead Independent Director”). If at any time before the Second Trigger Date the chair of the NewCo Board is a non-Informa designee who is not an Independent Director, Informa will have the right to nominate an Independent Director to be the Lead Independent Director. In either case, NewCo will take all actions necessary to cause the NewCo Board to appoint and (if necessary) remove and replace the Lead Independent Director to give effect to the foregoing arrangements.

Chief Executive Officer

The Stockholders Agreement will provide that, as of the Closing, the initial Chief Executive Officer of NewCo will be Gary Nugent.

Committees

The NewCo Board will have the following standing committees: an Audit Committee, a Nominating Committee, a Compensation Committee and such other committees as determined by the NewCo Board or as required to comply with the Exchange Act and the Exchange corporate governance listing standards.

The Audit Committee will consist of not less than three directors, all of whom must (i) be Independent Directors and (ii) meet all other requirements of the Exchange Act and the Exchange listing rules for membership on the Audit Committee. Until the Third Trigger Date, Informa HoldCo will be entitled to designate at least one member of the Audit Committee who meets the foregoing requirements. The Nominating Committee will consist of not less than three directors, a majority of whom shall be NewCo Independent Directors who are not Informa Directors. The Compensation Committee will consist of directors who meet all requirements of the Exchange Act and the Exchange corporate governance listing standards for membership on the Compensation Committee. Until the Third Trigger Date, Informa HoldCo will be entitled to designate which Informa Directors will serve on the Compensation Committee. In addition, the NewCo Board will establish an ad-hoc RPT Committee (as further described under “Certain Agreements Related to the Transactions—Stockholder Agreement—Related Party Transactions” beginning on page 195 of this combined proxy statement/prospectus) from time to time when required by the Stockholders Agreement.

Until the Third Trigger Date, the number of Informa HoldCo designated directors on each committee and subcommittee of the NewCo Board (other than the Audit Committee, Nominating Committee and any RPT Committee constituted pursuant to the Related Party Transactions Policy) at any time will be proportionate to the Informa Group’s beneficial ownership of outstanding shares of NewCo common stock at such time, rounded up to the nearest whole person. Informa HoldCo will have the right to designate which of the Informa HoldCo designated directors will serve on each such other committee and subcommittee until the Third Trigger Date. Prior to the Second Trigger Date, Informa HoldCo will also have the right to designate the chair of each such other committee and subcommittee.

Quorum

Until the Third Trigger Date, a quorum for a meeting of the NewCo Board will require the attendance in person, telephonically, or in any other manner permitted by applicable law, of at least one Informa Director. Notwithstanding the foregoing, if a meeting of the NewCo Board, of which at least five business days’ advance notice was given to each member of the NewCo Board, is adjourned due to a lack of a quorum, and the sole reason for such lack was the failure of at least one Informa Director to be present, then, if the reconvened meeting is held at least five business days (or two business days in the event of exigent circumstances that have

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expressly been communicated in the notice given to each member of the NewCo Board calling the meeting) after the meeting at which a quorum was not present, then at such reconvened meeting there will not be a lack of a quorum solely as a result of at least one Informa Director not being present. However, no business may be conducted at any such meeting that was not clearly and specifically identified in each applicable notice of meeting.

Consent Rights

Informa will have the right to consent to certain material actions of NewCo and its subsidiaries for so long as it maintains certain ownership percentages, including over certain mergers and acquisitions, sales of assets, the declaration and payment of dividends, the incurrence of indebtedness, issuances of securities and the termination of the employment or the appointment of a new Chief Executive Officer of NewCo. In most instances, these consent rights terminate on the Second Trigger Date and these consent rights would terminate completely following the Third Trigger Date.

Related Party Transactions

Until the Third Trigger Date, the Related Party Transactions Policy requires approval of an RPT Committee for, among other things and subject to certain exceptions: (i) any Related Party Transaction involving a payment above certain dollar thresholds, (ii) any material amendments to, or material modifications or terminations (other than as a result of expiration or non-renewal) of, or material waivers, material consents or material elections, under any previously approved Related Party Transaction (including Related Party Transactions contemplated by the Transaction Documents), (iii) any Related Party Transaction for which a member of the Informa Group or any of its subsidiaries requests approval from an RPT Committee, (iv) any matter under the Stockholders Agreement which expressly requires approval from an RPT Committee (including material amendments of, or waivers of NewCo’s rights under, the Stockholders Agreement) and (v) any Related Party Transaction that is otherwise material.

The RPT Committee is an ad-hoc committee formed by the NewCo Board from time to time consisting of at least three directors of NewCo, all of which are Independent Directors and all but one of which are NewCo Independent Directors who also are non-Informa designees and the membership on the RPT committee of such NewCo Independent Directors is approved by a majority of the Independent Directors.

Corporate Opportunity

Informa, Informa HoldCo and CombineCo have agreed that, in recognition and anticipation that (i) NewCo will not be a wholly owned subsidiary of Informa and that Informa will be a significant stockholder of NewCo, (ii) directors, officers or employees of Informa may serve as directors or officers of NewCo, (iii) subject to any contractual arrangements that may otherwise from time to time be agreed to between Informa and NewCo (including the Stockholders Agreement), Informa may engage in the same, similar or related lines of business as those in which NewCo, directly or indirectly, may engage or other business activities that overlap with or compete with those in which NewCo, directly or indirectly, may engage, (iv) Informa may have an interest in the same areas of corporate opportunity as NewCo, and (v) as a consequence of the foregoing, it is in the best interests of NewCo that the respective rights and duties of NewCo and of Informa, and the duties of any directors or officers of NewCo who are also directors, officers or employees of Informa, be determined and delineated in respect of any transactions between, or opportunities that may be suitable for both, NewCo, on the one hand, and Informa, on the other hand, the Stockholders Agreement will to the fullest extent permitted by applicable law regulate and define the conduct of certain of the business and affairs of NewCo in relation to Informa and the conduct of certain affairs of NewCo as they may involve Informa and its directors, officers or employees, and the power, rights, duties and liabilities of NewCo and its officers, directors and stockholders in connection therewith.

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The Stockholders Agreement provides that, except as otherwise set forth in the Stockholders Agreement or agreed in writing by NewCo and Informa, no agreement pursuant to which NewCo, on the one hand, and Informa, on the other hand, agree to engage in transactions of any kind or nature with each other or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate and to cause their respective directors, officers or employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other, or the performance thereof by NewCo or Informa will, to the fullest extent permitted by applicable law, be considered contrary to (i) any fiduciary duty that Informa may owe to NewCo or to any stockholder or other owner of an equity interest in NewCo by reason of Informa being a controlling or significant stockholder of NewCo or participating in the control of NewCo or (ii) any fiduciary duty owed by any director or officer of NewCo who is also a director, officer or employee of Informa to NewCo, or to any stockholder thereof. Subject to the corporate opportunities provision described below, to the fullest extent permitted by applicable law, Informa, as a stockholder of NewCo, or as a participant in control of NewCo, will not have or be under any fiduciary duty to refrain from entering into any agreement or participating in any transaction referred to above, and no director or officer of NewCo who is also a director, officer or employee of Informa will have or be under any fiduciary duty to NewCo to refrain from acting on behalf of NewCo or of Informa in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.

Informa, Informa HoldCo and NewCo have agreed that, except as otherwise set forth in the Stockholders Agreement or otherwise agreed in writing between NewCo and Informa, and subject to the corporate opportunities provisions described below, Informa will, to the fullest extent permitted by applicable law, have no duty to refrain from (i) engaging in the same or similar activities or lines of business as NewCo or (ii) doing business with any client, customer or vendor of NewCo, and (subject to the corporate opportunities provisions described below) neither Informa nor any officer, director or employee thereof shall, to the fullest extent permitted by applicable law, be deemed to have breached its fiduciary duties, if any, to NewCo solely by reason of Informa’s engaging in any such activity. Subject to the corporate opportunities provisions described below, except as otherwise agreed in writing between NewCo and Informa, in the event that Informa acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both NewCo and Informa, Informa will, to the fullest extent permitted by applicable law, not be liable to NewCo or its stockholders for breach of any fiduciary duty as a stockholder of NewCo by reason of the fact that Informa acquires or seeks such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or otherwise does not communicate information regarding such corporate opportunity to NewCo, and NewCo to the fullest extent permitted by applicable law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to NewCo.

The Stockholders Agreement further provides that, except as otherwise agreed in writing between NewCo and Informa, in the event that a director or officer of NewCo who is also a director, officer or employee of Informa acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both NewCo and Informa, such director or officer will to the fullest extent permitted by applicable law have fully satisfied and fulfilled his or her fiduciary duty with respect to such corporate opportunity, and NewCo to the fullest extent permitted by applicable law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to NewCo, if such director or officer acts in a manner consistent with the following policy:

• such a corporate opportunity offered to any individual who is a director but not an officer or employee of NewCo and who is also a director, officer or employee of Informa will belong to NewCo only if such opportunity is expressly offered to such person solely in his or her capacity as a director of NewCo and otherwise will belong to Informa; and

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• such a corporate opportunity offered to any individual who is an officer or employee of NewCo and also is a director, officer or employee of Informa will belong to NewCo unless such opportunity is expressly offered to such person in his or her capacity as a director, officer or employee of Informa, in which case such opportunity will belong to Informa.

For purposes of the corporate opportunities provision in the Stockholders Agreement and the summary thereof in the preceding paragraphs, (i) “corporate opportunities” include business opportunities that NewCo is financially able to undertake, which are, from their nature, in the line of NewCo’s business, are of practical advantage to it and are ones in which NewCo, but for the provisions summarized above, would have an interest or a reasonable expectancy, (ii) “Informa” means Informa and each of its subsidiaries (other than NewCo and its subsidiaries) and (iii) “NewCo” means NewCo and each of its subsidiaries.

Under the NewCo Charter, any person or entity purchasing or otherwise acquiring or holding any interest in the shares of capital stock of NewCo shall be deemed to have notice of and consented to the foregoing.

Restrictions on Transfers and Acquisitions

Lockup

For two years following the Closing Date (unless the Third Trigger Date has occurred before that date), the Informa Group will be prohibited from transferring any shares of NewCo common stock to any person, business or entity that is not a controlled affiliate of Informa Group, unless approved by the RPT Committee.

Competitors

Until the Third Trigger Date, Informa may not transfer any shares of NewCo common stock to any person who is engaged in any Competitive Business, unless (i) approved by an RPT Committee, (ii) in a transaction in which the transferee acquires all of the outstanding equity securities of NewCo, or (iii) the portion of such person’s revenues that is attributable to a Competitive Business is reasonably believed by Informa, after due inquiry of such person, to be less than 25% of NewCo’s revenues (based on, in the case of NewCo, NewCo’s latest annual consolidated financial statements prior to such transfer).

Standstill

For two years following the Closing Date, subject to certain exceptions, the Informa Group may not directly or indirectly, in any manner, effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in or knowingly encourage (i) any acquisition by a Person of NewCo common stock (including in derivative form) or any tender or exchange offer, merger, consolidation, business combination, conversion, transfer, domestication, or other similar transaction involving NewCo or any other member of the TechTarget Group that would result in Informa’s ownership of NewCo being greater than that on the Closing Date, (ii) any financing of the acquisition by a Person other than NewCo of any shares of NewCo common stock or any security convertible into such shares, (iii) any recapitalization, restructuring, liquidation, dissolution or change of control transaction, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any shares of NewCo common stock or any consent solicitation or stockholder proposal. During such period the Informa Group is also prohibited from (i) forming, joining or in any way participating in “a group” (as defined under the Exchange Act) with respect to NewCo or enter into any voting agreement or otherwise act in concert with any Person or group in respect of any shares of NewCo common stock, (ii) except in accordance with the Stockholders Agreement, otherwise act, alone or in concert with others, to seek representation on the NewCo Board; (iii) take any action which would or would reasonably be expected to cause NewCo to make a public announcement under applicable law regarding any of the foregoing; or (vi) requesting that NewCo amend or waive any of the foregoing limitations.

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Until the Fourth Trigger Date, subject to certain exceptions, Informa Group may not directly or indirectly, in any manner, effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in or knowingly encourage any acquisition of NewCo common stock (including in derivative form) or any tender or exchange offer, merger, consolidation, business combination, conversion, transfer, domestication or other similar transaction involving NewCo or any other member of the TechTarget Group that would result in the Informa’s ownership of NewCo being greater than 60%.

Buyout Transactions

For the two-year period following the Closing Date, any proposal by any member of the Informa Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the outstanding shares of NewCo common stock held by stockholders (other than the Informa Group) must be (i) subject to review, evaluation and prior written approval of an RPT Committee and (ii) approved by a majority of the stockholders of NewCo (other than the Informa Group). Following the second anniversary of the Closing Date and until the Second Trigger Date, any proposal by any member of the Informa Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the outstanding shares of NewCo common stock held by stockholders (other than the Informa Group) must be either (as elected by Informa HoldCo in its sole discretion) (i) subject to review, evaluation and prior written approval of an RPT Committee or (ii) approved by a majority of the stockholders of NewCo (other than the Informa Group).

Change of Control Transaction

Before the Second Trigger Date, Informa, subject to certain exceptions, will not, and will cause each member of the Informa Group not to, enter into any transaction or participate in any transaction that, directly or indirectly, provides for a change of control of NewCo if as a result of such transaction Informa or any of its affiliates would receive per share consideration in respect of its NewCo common stock in excess of the per share consideration to be received by the other holders of shares of NewCo common stock.

Additional NewCo Securities

Preemptive Rights and Percentage Maintenance Share

Until the Second Trigger Date, to the extent permitted under the Exchange rules and subject to certain exceptions, Informa HoldCo has the right to purchase up to its pro rata portion of any equity securities of NewCo that NewCo proposes to issue or sell; provided that, in the case of equity securities to be issued as consideration in any merger, consolidation, reorganization, conversion, joint venture, transfer, domestication or any other business combination, or any acquisition, Informa HoldCo only has the right to purchase a number of additional securities such that the Informa Group maintains its beneficial ownership percentage of NewCo common stock upon the consummation of such transactions (its “percentage maintenance share”). Following the Second Trigger Date and until the Third Trigger Date, to the extent permitted under the Exchange rules and subject to certain exceptions, Informa HoldCo has the right to purchase additional securities of NewCo up to its percentage maintenance share in connection with any issuance or sale thereof by NewCo.

Pre-Agreed Procedures

Informa HoldCo will have the right to purchase additional securities of NewCo under certain circumstances pursuant to certain pre-agreed prices and procedures as set forth in the Pre-Agreed Procedures (as defined in “Certain Agreements Related to the Transactions—Stockholders Agreement”), set forth in the Stockholders Agreement, without the need for the approval of an RPT Committee. These Pre-Agreed Procedures provide Informa the option (but not the obligation) to, among other things, (i) purchase additional securities of NewCo in

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connection with securities being issued as consideration in an acquisition transaction, or purchase securities of NewCo in a public offering of securities of NewCo securities, or other circumstances where NewCo securities are not being offered for cash by NewCo, in each case at pre-agreed prices without the need for the approval of an RPT Committee and (ii) purchase additional shares of NewCo common stock up to its percentage maintenance share in connection with the issuance of equity awards or securities of NewCo pursuant to any “at the market” program, on a quarterly basis and in accordance with the pre-agreed prices.

Financial Information

Until the Third Trigger Date, NewCo will be subject to financial reporting requirements to Informa. NewCo will also be required to cooperate with Informa in connection with the preparation of any filings made by Informa with any governmental authority or any securities exchange, including providing all information reasonably required by Informa to comply with its public reporting obligations.

Non-Compete

Until the Second Trigger Date, Informa will not, and will not permit any of the other members of the Informa Group to, acquire any Competitive Business in the world except (i) ownership by Informa or any of the other members of the Informa Group of less than an aggregate of 10% of the total equity ownership of an entity engaged in such Competitive Business and (ii) acquisitions by Informa or any of the other members of the Informa Group of any business or entity that is engaged in such Competitive Business so long as no more than 25% of such business or entity’s revenues (based on such business or entity’s latest annual consolidated financial statements prior to such acquisition) are attributable to such competing business; provided that Informa and the other members of the Informa Group may acquire a diversified business or entity having more than 25% of such business or entity’s revenues (based on such business or entity’s latest annual consolidated financial statements prior to such acquisition) attributable to such Competitive Business as long as Informa or the applicable member of the Informa Group divests the portion attributable to such Competitive Business in excess of such 25% threshold within 18 months following consummation of such acquisition. Notwithstanding the foregoing, in no event will the Stockholders Agreement restrict or limit Informa or any of the other members of the Informa Group from owning, managing or operating any business conducted by any of them on the date of the Stockholders Agreement and any other business that is directly related to any such business conducted by any member of the Informa Group on the date of the Stockholders Agreement.

Non-Solicit

The Stockholders Agreement provides that Informa and NewCo, until the Second Trigger Date, may not solicit the employment of, or employ, certain employees of the other without the prior written consent of the other, subject to certain exceptions.

Termination

The Stockholders Agreement will be effective as of the Closing Date and automatically terminates in the event the Informa Group no longer owns any outstanding shares of NewCo common stock.

A copy of the form of the Stockholders Agreement is attached to this combined proxy statement/prospectus as Annex E. For a more detailed summary of the Stockholders Agreement, see “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus.

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Registration Rights Agreement (see page 200)

At the Closing, Informa HoldCo and NewCo will enter into the Registration Rights Agreement. The Registration Rights Agreement will grant Informa HoldCo certain market registration rights, including, demand registration rights and piggyback registration rights, with respect to its registrable securities, consisting of shares of NewCo common stock. NewCo will pay all out-of-pocket fees and expenses in connection with any registration pursuant to the Registration Rights Agreement, subject to certain exceptions and limitations.

A copy of the form of the Registration Rights Agreement is attached to this combined proxy statement/prospectus as Annex F. For a more detailed summary of the Registration Rights Agreement, see “Certain Agreements Related to the Transactions—Registration Rights Agreement” beginning on page 200 of this combined proxy statement/prospectus.

Tax Matters Agreement (see page 201)

At the Closing, NewCo, Informa, Informa USA, Inc., Informa Tech LLC, and Informa Intrepid will enter into the Tax Matters Agreement, which will govern the parties’ respective rights, responsibilities and obligations with respect to taxes of the parties and their respective Subsidiaries, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the Informa Tech Digital Businesses Reorganization (as defined below), the Transactions, and any failure of the Transactions or the Distribution (as defined below) to qualify for tax-free treatment for U.S. federal income tax purposes. The Tax Matters Agreement will also set forth the respective obligations of the parties with respect to the filing of tax returns, the allocation and utilization of tax attributes and benefits, tax elections, the administration of tax contests and assistance and cooperation on tax matters. The Tax Matters Agreement will also include covenants of NewCo and Informa, including covenants that govern certain payments that NewCo must make to Informa and covenants that contain restrictions on the activities of NewCo.

A copy of the form of the Tax Matters Agreement is attached to this combined proxy statement/prospectus as Annex G. For a more detailed summary of the Tax Matters Agreement, see “Certain Agreements Related to the Transactions—Tax Matters Agreement” beginning on page 201 of this combined proxy statement/prospectus.

Transition Services Agreements (see page 204)

Transition Services Agreement

Informa and CombineCo will enter into the Transition Services Agreement on the Closing Date for the provision of certain transitionary services from Informa to NewCo, such as IT, accounting and financial, human resources, property, business support and other specified services.

A copy of the form of the Transition Services Agreement is attached to this combined proxy statement/prospectus as Annex H. For a more detailed summary of the Transition Services Agreement, see “Certain Agreements Related to the Transactions—Transition Services Agreement” beginning on page 204 of this combined proxy statement/prospectus.

Supplemental Transition Services Agreements

Informa and/or one of its Subsidiaries, as appropriate, will enter into STSAs with NewCo and/or its Subsidiaries, as appropriate and as required, to facilitate the arrangements summarized in “The Transaction Agreement—Employee Matters—Employee Transfers” beginning on page 167 of this combined proxy statement/prospectus.

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A copy of the form of STSA for the United States is attached to this combined proxy statement/prospectus as Annex I and a copy of the form of STSA for jurisdictions outside of the United States is attached to this combined proxy statement/prospectus as Annex J. The final STSAs will be subject to changes that are necessary to reflect the agreed termination date, local legislation, customs, process or tax requirements.

Reverse Transition Services Agreements

Informa and CombineCo will enter into the Reverse Transition Services Agreement on the Closing Date to govern the use and occupancy of certain identified desk spaces in NewCo facilities by Informa.

A copy of the form of the Reverse Transition Services Agreement is attached to this combined proxy statement/prospectus as Annex K. For a more detailed summary of the Reverse Transition Services Agreement, see “Certain Agreements Related to the Transactions—Reverse Transition Services Agreement” beginning on page 205 of this combined proxy statement/prospectus.

Data Sharing Agreement (see page 206)

Informa and CombineCo will enter into the Data Sharing Agreement on the Closing Date in order to leverage their respective data sets and share certain personal data in furtherance of marketing-related purposes. The Data Sharing Agreement further sets forth the parties’ respective responsibilities for compliance when acting as Joint Controllers for purposes of Article 26 of GDPR.

A copy of the form of the Data Sharing Agreement is attached to this combined proxy statement/prospectus as Annex L. For a more detailed summary of the Data Sharing Agreement, see “Certain Agreements Related to the Transactions—Data Sharing Agreement” beginning on page 206 of this combined proxy statement/prospectus.

Brand License Agreement (see page 206)

Informa and CombineCo will enter into the Brand License Agreement on the Closing Date pursuant to which Informa will grant to NewCo a non-exclusive and royalty-free license to use the word “INFORMA” in connection with the Data Sharing Agreement, as part of the complete phrase “an Informa Company” for certain “Agreed Use Cases” (as defined in the Data Sharing Agreement).

A copy of the form of the Brand License Agreement is attached to this combined proxy statement/prospectus as Annex M. For a more detailed summary of the Brand License Agreement, see “Certain Agreements Related to the Transactions—Brand License Agreement” beginning on page 206 of this combined proxy statement/prospectus.

Commercial Cooperation Agreement (see page 207)

Pursuant to the Transaction Agreement, CombineCo and Informa have negotiated certain key terms for a proposed commercial cooperation agreement (the “CCA Term Sheet”). Following the Closing, NewCo and Informa will enter into a Commercial Cooperation Agreement on substantially the same terms set forth in the CCA Term Sheet. It is contemplated, based on the CCA Term Sheet, that NewCo and Informa will provide each other certain commercial services in substantially the same manner as provided by and between each of TechTarget and Informa prior to the Closing. The commercial services are intended to include, without limitation, content support, media partnerships, speaking opportunities, hosting of analyst summits, advertising campaigns, and shared brand licensing.

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For a more detailed summary of the Commercial Cooperation Agreement, see “Certain Agreements Related to the Transactions—Commercial Cooperation Agreement” beginning on page 207 of this combined proxy statement/prospectus.

Term Loan Credit Facility (see page 207)

Prior to but effective upon the Closing, TechTarget and CombineCo will use reasonable best efforts to enter into a New Debt Facility with commitments of at least $250,000,000 (the “New Facility Amount”) to be used (together with TechTarget’s and its Subsidiaries’ available cash on hand) to satisfy TechTarget’s obligations under TechTarget’s existing debt arrangements and for general working capital purposes. The New Debt Facility will be on terms and conditions reasonably acceptable to Informa (who will have the right to review and comment on drafts of the definitive documentation for the New Debt Facility, which comments TechTarget and CombineCo will seek to address in good faith).

TechTarget and CombineCo will use reasonable best efforts to provide that the New Debt Facility will not require the entry into deposit account control agreements in connection with the granting of any security interest thereunder. Informa and its Subsidiaries will reasonably cooperate with TechTarget’s and CombineCo’s efforts to obtain the New Debt Facility, including by (i) providing reasonable assistance in the preparation of customary marketing and syndication materials and cooperating with the marketing efforts for the New Debt Facility; (ii) participating as necessary in a reasonable number of customary meetings and presentations with prospective lenders and investors and in due diligence sessions, as applicable; (iii) reasonably cooperating with any financing sources or prospective financing sources and their respective agents’ due diligence, including providing access to documentation reasonably requested by any such Person, including information in connection with applicable “know your customer” and anti-money laundering laws; and (iv) taking such other actions that are reasonable and customary in connection with bank financing transactions generally.

In the event that, despite using their reasonable best efforts, TechTarget and CombineCo are unable to enter into the New Debt Facility at or prior to the Closing, then, at the Closing, Informa will provide a term loan credit facility to CombineCo with aggregate commitments equal to the New Facility Amount on certain specified terms and conditions.

For a more detailed summary of the Term Loan Credit Facility, see “Certain Agreements Related to the Transactions—Term Loan Credit Facility” beginning on page 207 of this combined proxy statement/prospectus.

Market Prices and Dividend Information; Comparative Per Share Information

TechTarget common stock is listed on Nasdaq and TechTarget’s trading symbol is “TTGT.”

The following table sets forth the closing prices for TechTarget common stock as reported on Nasdaq on January 10, 2024, the trading day prior to Informa’s and TechTarget’s announcement of their entry into the Transaction Agreement, and June 26, 2024, the most recent practicable trading day prior to the date of this combined proxy statement/prospectus.

	TechTarget Closing Price
January 10, 2024	$	35.27
June 26, 2024	$	30.33

TechTarget has not historically paid dividends on its common stock.

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We urge you to obtain current market quotations for TechTarget common stock. We cannot give any assurance as to the future prices or markets for TechTarget common stock.

Market price data for NewCo has not been presented because the NewCo common stock is not listed for trading on any exchange or automated quotation service.

Whether the board of directors of NewCo exercises its discretion to propose any dividends to holders of NewCo common stock in the future will depend on many factors, including NewCo’s financial condition, earnings, capital requirements of NewCo’s business, covenants associated with debt obligations, legal requirements, regulatory constraints, industry practice, capital allocation preferences and other factors that the board of directors of NewCo deems relevant. There can be no assurance that NewCo will pay a dividend on its common stock in the future. See “Description of NewCo Capital Stock—NewCo Common Stock—Dividend Rights” beginning on page 266 of this combined proxy statement/prospectus.

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SELECTED HISTORICAL FINANCIAL DATA OF TECHTARGET

The selected historical consolidated financial data below as of and for the three months ended March 31, 2024 and 2023 has been derived from TechTarget unaudited consolidated condensed financial statements as of and for such periods, as contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, which is attached to this combined proxy statement/prospectus as Annex Q. The selected historical consolidated financial data of TechTarget for each of the years ended December 31, 2023, 2022 and 2021, and as of December 31, 2023 and 2022 have been derived from TechTarget’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2023, which is attached to this combined proxy statement/prospectus as Annex P. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of TechTarget or NewCo., and you should read the following information together with TechTarget’s audited consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in TechTarget’s Annual Report on Form 10-K for the year ended December 31, 2023 and in TechTarget’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024, which are attached to this combined proxy statement/prospectus as Annexes P and Q, respectively.

	Three Months Ended March 31,					Year Ended December 31,
In thousands, except per share data	2024			2023		2023			2022		2021		2020		2019
	Unaudited			Unaudited
Statements of Income
Total revenue	$	51,636		$	57,114	$	229,963		$	297,488	$	263,427	$	148,376	$	133,957
Operating income (loss)		(10,970	)		315		(2,269	)		56,693		34,354		22,821		22,739
Net income (loss)		(10,088	)		1,645		4,461			41,609		949		17,068		16,875
Basic earnings (loss) per share:
Basic	$	(0.35	)	$	0.06	$	0.16		$	1.41	$	0.03	$	0.61	$	0.61
Diluted		(0.35	)		0.06		0.16			1.30		0.03		0.61		0.60

	As of March 31, 2024		As of Year Ended December 31,
			2023		2022		2021		2020		2019
	Unaudited
Balance Sheets
Total assets	$	706,157	$	699,888	$	764,717	$	789,000	$	456,568	$	221,608
Total liabilities		482,663		476,961		547,243		566,243		254,062		68,657
Total equity		223,494		222,927		217,474		222,757		202,506		152,951

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SELECTED HISTORICAL FINANCIAL DATA OF INFORMA TECH DIGITAL BUSINESSES

The following table sets forth selected historical combined financial information for the Informa Tech Digital Businesses as of the end of and for the periods indicated. The selected combined statements of income information for each of the years ended December 31, 2023, 2022 and 2021, and the selected combined balance sheet information as of December 31, 2023 and 2022, are derived from the Informa Tech Digital Businesses’ audited annual combined financial statements filed as part of this combined proxy statement/prospectus. The selected combined statements of income information for the three months ended March 31, 2024 and March 31, 2023, and the selected combined balance sheet information as of March 31, 2024, are derived from the Informa Tech Digital Businesses’ unaudited interim condensed combined financial statements filed as part of this combined proxy statement/prospectus. The historical results included in this combined financial data may not necessarily reflect the results of operations, financial position and cash flows of the Informa Tech Digital Businesses for future periods or what they would have been had the businesses been a separate, publicly traded company during the periods presented.

The Informa Tech Digital Businesses have historically operated as part of Informa and not as a separate, publicly traded company. The combined financial statements have been derived from Informa’s historical accounting records and are presented on a carve-out basis. Per share data has not been presented since the Informa Tech Digital Businesses were wholly owned by Informa during the periods presented.

The information set forth below is not necessarily indicative of future results and should be read together with the information contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Informa Tech Digital Businesses” beginning on page 303 of this combined proxy statement/prospectus and with the Informa Tech Digital Businesses’ combined financial statements and notes thereto included herein.

	For the three months ended March, 31						For the fiscal year ended December 31,
(in thousands)	2024			2023			2023			2022			2021
Combined Statements of Income Data:
Revenues	$	59,293		$	56,082		$	252,049		$	197,773		$	138,889
Cost of revenues		(23,969	)		(22,979	)		(99,170	)		(72,608	)		(55,957	)
Gross profit		35,324			33,103			152,879			125,165			82,932
Total operating expenses		48,564			(44,221	)		187,231			124,812			67,051
Operating income (loss)		(13,240	)		77,324			(34,352	)		353			15,881
Net income (loss)	$	(16,130	)	$	76,769			(51,527	)		4,934			17,943
Combined balance sheets Data:
Cash and cash equivalents		9,452						10,789			7,142
Total assets		944,945						936,213			975,677
Total liabilities		1,003,205						971,778			977,347
Total equity		(58,260	)					(35,565	)		(1,670	)

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following (i) selected Unaudited Pro Forma Condensed Combined Statement of Earnings Information of NewCo for the three months ended March 31, 2024 and for the year ended December 31, 2023, have been prepared to give effect to the Transactions as if the Closing had occurred on January 1, 2023 and (ii) selected Unaudited Pro Forma Condensed Combined Statement of Financial Position Information of NewCo as of March 31, 2024 has been prepared to give effect to the Transactions as if the Closing had occurred on March 31, 2024.

The following selected Unaudited Pro Forma Condensed Combined Financial Information is for illustrative and informational purposes only and is not necessarily indicative of the results that might have occurred had the Transactions taken place on January 1, 2023 for statements of operations purposes and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 52 of this combined proxy statement/prospectus. The following selected Unaudited Pro Forma Condensed Combined Financial Information should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” and related notes beginning on page 209 of this combined proxy statement/prospectus.

	For the Three Months Ended March 31, 2024			For the Year Ended December 31, 2023
	(In thousands except for per share data)			(In thousands except for per share data)
Pro Forma Condensed Combined Statement of Earnings:
Revenues	$	110,929		$	482,012
Cost of revenues		47,559			190,529
Income (loss) before income taxes		(31,651	)		(190,406	)
Loss attributable to the business		(29,954	)		(186,036	)
Basic loss per share		(0.43	)		(2.66	)
Diluted loss per share		(0.43	)		(2.66	)
	As of March 31, 2024
Pro Forma Condensed Combined Statement of Financial Position:
Total assets	$	2,519,301
Total current liabilities		104,474
Total liabilities		501,349
Total equity		2,017,952

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RISK FACTORS

TechTarget stockholders should carefully consider the following factors, in addition to those factors discussed elsewhere in this combined proxy statement/prospectus, before voting at the special meeting. You should also read and consider the risks associated with the TechTarget business because these risks will also affect NewCo. The risks associated with the TechTarget business can be found in “Risk Factors” in Part I of TechTarget’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, attached to this combined proxy statement/prospectus as Annex P.

Risks Related to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and failure to complete the Transactions may result in material adverse consequences to TechTarget’s business and operations.

The Transactions are subject to several closing conditions, including the adoption of the Transaction Agreement by TechTarget’s stockholders, the effectiveness of a registration statement relating to the registration of the issuance of the NewCo common stock in the Transactions, the approval of the listing of the NewCo common stock on the Exchange, the expiration or termination of any applicable waiting period under the HSR Act and the receipt of regulatory approvals in certain other jurisdictions. If any one of these conditions is not satisfied or waived, the Transactions may not be completed. There is no assurance that the Transactions will be completed on the terms or timeline currently contemplated, or at all. See the section titled “The Transaction Agreement—Conditions to Closing” beginning on page 169 of this combined proxy statement/prospectus for a more detailed discussion.

Under the Transaction Agreement, the parties’ obligations to complete the Transactions are conditioned on the expiration or termination of the applicable waiting period under the HSR Act. The applicable waiting period under the HSR Act expired on March 6, 2024 and therefore the closing condition to the Transactions with respect to required antitrust approvals has been satisfied. See “The Transaction Agreement—Government Approvals” beginning on page 176 of this combined proxy statement/prospectus.

If TechTarget’s stockholders do not adopt the Transaction Agreement or if the Transactions are not completed for any other reason, TechTarget would be subject to a number of risks, including the following:

• TechTarget stockholders would not become stockholders of NewCo and therefore would not realize the anticipated benefits of the Transactions, including any anticipated synergies from combining NewCo and the Informa Tech Digital Businesses;

• TechTarget may be required to pay the Termination Fee, which is $40,000,000, if the Transaction Agreement is terminated: (i) in connection with TechTarget’s entry into an agreement with respect to a Superior Proposal (as defined in the Transaction Agreement) prior to TechTarget receiving stockholder approval of the Transaction, (ii) by Informa upon a TechTarget Change in Recommendation or (iii) in certain circumstances following receipt of an Acquisition Proposal and a definitive agreement with respect to an Acquisition Proposal is entered into within 12 months following termination; and

• the trading price of TechTarget common stock may experience increased volatility to the extent that the current market prices reflect a market assumption that the Transactions will be completed.

The occurrence of any of these events individually or in combination could have a material adverse effect on the results of operations of TechTarget or the trading price of TechTarget common stock. TechTarget is also exposed to general competitive pressures and risks, which may be increased if the Transactions are not completed.

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Each of TechTarget and the Informa Tech Digital Businesses will be subject to business uncertainties and contractual restrictions while the Transactions are pending that could adversely affect either or both of them.

Uncertainty about the effect of the Transactions on employees, customers and suppliers may have an adverse effect on either or both of TechTarget and the Informa Tech Digital Businesses, regardless of whether the Transactions are eventually completed, and, consequently, on NewCo. These uncertainties may impair TechTarget’s and the Informa Tech Digital Businesses’ ability to attract, retain and motivate key personnel until the Transactions are completed, or the Transaction Agreement is terminated, and for a period of time thereafter, and could cause customers, suppliers and others that deal with TechTarget or the Informa Tech Digital Businesses to seek to change or discontinue existing business relationships with TechTarget or the Informa Tech Digital Businesses.

Employee retention and recruitment may be particularly challenging for TechTarget and the Informa Tech Digital Businesses during the pendency of the Transactions, as employees and prospective employees may experience uncertainty about their future roles with NewCo. For each of TechTarget and the Informa Tech Digital Businesses, the departure of existing key employees or the failure of potential key employees to accept employment with NewCo, despite TechTarget’s and the Informa Tech Digital Businesses’ retention and recruiting efforts, could have a material adverse impact on TechTarget’s and NewCo’s business, financial condition and operating results, regardless of whether the Transactions are eventually completed.

The pursuit of the Transactions and the preparation for the integration of TechTarget and the Informa Tech Digital Businesses have placed, and will continue to place, a significant burden on the management and internal resources of TechTarget and the Informa Tech Digital Businesses. There is a significant degree of difficulty and management distraction inherent in the process of closing the Transactions and integrating TechTarget and the Informa Tech Digital Businesses, which could cause an interruption of, or loss of momentum in, the activities of each of the existing businesses, regardless of whether the Transactions are eventually completed. Before and immediately following the Closing, the management teams of TechTarget and the Informa Tech Digital Businesses will be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage their respective existing businesses, service existing customers, attract new customers and develop new products, services or strategies. One potential consequence of such distractions could be the failure of management to realize other opportunities that could be beneficial to TechTarget or the Informa Tech Digital Businesses, respectively. If TechTarget’s or the Informa Tech Digital Businesses’ senior management is not able to effectively manage the process leading up to and immediately following the Closing, or if any significant business activities are interrupted as a result of the integration process, the business of TechTarget or the Informa Tech Digital Businesses could suffer.

In addition, the Transaction Agreement restricts TechTarget and Informa (with respect to the Informa Tech Digital Businesses) from taking specified actions without the consent of the other until the Transactions are consummated or the Transaction Agreement is terminated. These restrictions may prevent TechTarget and Informa (with respect to the Informa Tech Digital Businesses) from pursuing otherwise attractive business opportunities and making other changes to their businesses before completion of the Transactions or termination of the Transaction Agreement. For a description of the restrictive covenants applicable to TechTarget and Informa (with respect to the Informa Tech Digital Businesses), see the section titled “The Transaction Agreement—Operations of TechTarget and the Informa Tech Digital Businesses Pre-Closing” beginning on page 170 of this combined proxy statement/prospectus.

Ownership interests will not be adjusted if there is a change in the value of TechTarget or the Informa Tech Digital Businesses and their respective assets before the Transactions are completed.

The shares of NewCo common stock to be received by Informa and the former stockholders of TechTarget in connection with the Transactions will not be adjusted if there is a change in the value or assets of TechTarget or the Informa Tech Digital Businesses prior to the consummation of the Transactions. Upon the consummation

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of the Transactions, the former stockholders of TechTarget will receive one share of NewCo common stock and the per share cash consideration for each share of TechTarget common stock. The number of shares of NewCo common stock such stockholders receive is fixed and will not be adjusted if there are any decreases or increases in the trading price of TechTarget common stock prior to the date on which the Closing occurs (the “Closing Date”). As such, the value of the shares of TechTarget common stock exchanged for NewCo common stock in the Transactions may be higher or lower than the value of such shares at an earlier date, but the number of shares of NewCo common stock received by former stockholders of TechTarget will remain at one share of NewCo common stock for each share of TechTarget common stock.

However, TechTarget stockholders will receive increased cash consideration (the “Adjusted EBITDA Cash Increase Amount”) of seven times the amount, if any, by which the EBITDA (as adjusted in certain respects) of the Informa Tech Digital Businesses for the 12-month period ended December 31, 2023 reflected in the Informa Tech Digital Businesses Audited Financial Statements is less than $36 million. The Adjusted EBITDA Cash Increase Amount is capped at (cannot exceed) $35 million. Any Adjusted EBITDA Cash Increase Amount will be added to the $350 million cash payment and distributed pro rata to TechTarget’s stockholders.

The Transaction Agreement contains provisions that limit TechTarget’s ability to pursue alternatives to the Transactions, could discourage a potential competing acquiror of TechTarget from making a favorable alternative transaction proposal and, in certain circumstances, could require TechTarget to pay Informa a termination fee of $40 million.

The Transaction Agreement prohibits TechTarget and its officers, directors, employees and other representatives from initiating, soliciting, participating in negotiations with respect to or approving or recommending any third-party proposal for an alternative transaction, subject to exceptions set forth in the Transaction Agreement relating to the receipt of unsolicited offers that may be deemed to be superior proposals. If the Transaction Agreement is terminated by TechTarget in order to enter into an agreement with respect to a superior proposal or by TechTarget or Informa after the Board of Directors of TechTarget (the “TechTarget Board”) has changed its recommendation regarding the Transactions, then TechTarget will be required to pay Informa the Termination Fee.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of TechTarget or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration in the Transactions, or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to TechTarget’s stockholders than it might otherwise have proposed to pay because of the added expense of the Termination Fee.

If the Transaction Agreement is terminated and TechTarget decides to seek another business combination, TechTarget may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Transactions.

For further information, see the sections titled “The Transaction Agreement—TechTarget Non-Solicitation; TechTarget’s Ability to Change Recommendation and Terminate the Transaction Agreement” and “The Transaction Agreement—Termination and Termination Fees” beginning on pages 178 and 186, respectively, of this combined proxy statement/prospectus.

Some of the directors and executive officers of TechTarget have interests in the Transactions that are different from, or in addition to, those of TechTarget’s stockholders generally.

The directors and executive officers of TechTarget have interests in the Transactions that differ from, or are in addition to, those of TechTarget’s other stockholders. These interests include the continued employment of certain executive officers of TechTarget by NewCo, the continued positions of certain directors of TechTarget as

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directors of NewCo, and the indemnification of former TechTarget directors and officers. In addition, TechTarget’s directors will benefit from the treatment in the Transactions of outstanding stock options and restricted stock units and certain of TechTarget’s executive officers will benefit from new employment, separation and/or consulting agreements with NewCo, transaction bonus payments in connection with the Closing and the treatment in the Transactions of outstanding restricted stock units. TechTarget’s stockholders should be aware of these interests when they consider the recommendations of the TechTarget Board with respect to the Transactions. For further information regarding these interests, see the section titled “Interests of TechTarget’s Directors and Executive Officers in the Transactions” beginning on page 151 of this combined proxy statement/prospectus.

TechTarget and NewCo will incur transaction-related costs in connection with the Transactions and the integration of TechTarget and the Informa Tech Digital Businesses.

TechTarget has incurred transaction-related costs in connection with the Transactions and both TechTarget and NewCo will incur costs in connection with the integration of TechTarget’s business and the Informa Tech Digital Businesses. There are many systems that must be integrated, including information management, purchasing, accounting and finance, sales, billing, payroll and benefits, fixed asset and lease administration systems and regulatory compliance. TechTarget and the Informa Tech Digital Businesses are in the early stages of assessing the magnitude of these costs and, therefore, are not able to provide meaningful estimates of their amounts. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. These expenses could, particularly in the near term, reduce the cost synergies that TechTarget and Informa expect NewCo to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost synergies related to the integration of the businesses following the completion of the Transactions, and accordingly, any net synergies may not be achieved in the near term or at all. These integration expenses may result in NewCo taking significant charges against earnings following the completion of the Transactions. Some of these costs and expenses will be incurred even if the Transactions are not consummated.

The historical financial information of the Informa Tech Digital Businesses may not be representative of their results or financial condition if they had been operated separately from Informa and, as a result, may not be a reliable indicator of their future results.

The financial information of the Informa Tech Digital Businesses included in this combined proxy statement/prospectus has been derived from the consolidated financial statements and accounting records of Informa and reflects all direct costs as well as an allocation of indirect costs based on assumptions and allocations made by Informa’s management. The financial position, results of operations and cash flows of the Informa Tech Digital Businesses presented may be different from those that would have resulted had the Informa Tech Digital Businesses been operated separately from Informa during the applicable periods or at the applicable dates. For example, in preparing the financial statements of the Informa Tech Digital Businesses, Informa made allocations of costs and Informa corporate expenses deemed to be attributable to the Informa Tech Digital Businesses. However, these costs and expenses reflect the costs and expenses attributable to the Informa Tech Digital Businesses operated as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Informa Tech Digital Businesses had they been operated independently. As a result, the historical financial information of the Informa Tech Digital Businesses contained in this combined proxy statement/prospectus may not be a reliable indicator of their future results.

NewCo’s actual financial performance after the Closing may differ materially from the performance reflected in the unaudited pro forma condensed combined financial information included in this combined proxy statement/prospectus.

Because TechTarget will combine with the Informa Tech Digital Businesses only upon completion of the Transactions, it has no available historical financial information that combines the financial results for TechTarget and the Informa Tech Digital Businesses. The historical financial statements contained in this

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combined proxy statement/prospectus and its Annexes consist of the separate financial statements of TechTarget and the Informa Tech Digital Businesses.

The pro forma financial information presented in this combined proxy statement/prospectus does not include “management’s adjustments” and is not necessarily indicative of what NewCo’s actual results or financial condition would have been if the Transactions had been completed on the dates indicated in the pro forma presentation. The pro forma financial information is based in part on assumptions. Differences between those assumptions and the final acquisition accounting could have a material impact on NewCo’s financial position and results of operations.

In addition, the pro forma financial information does not reflect all the costs that TechTarget and Informa expect NewCo to incur in connection with the Transactions or in seeking to realize the anticipated synergies from the Transactions. Also, NewCo’s results of operations will be affected by future market conditions that differ from the market conditions during the periods reflected in the pro forma financial information. As a result, the actual financial condition and results of operations of NewCo following the Transactions may not be consistent with the pro forma financial information.

The unaudited pro forma condensed combined financial information of TechTarget and the Informa Tech Digital Businesses is not intended to reflect what actual results of operations and financial condition would have been had TechTarget and the Informa Tech Digital Businesses been a combined company for the periods presented, and therefore these results may not be indicative of NewCo’s future operating performance.

Because TechTarget will combine with the Informa Tech Digital Businesses only upon completion of the Transactions, it has no available historical financial information that combines the financial results for TechTarget and the Informa Tech Digital Businesses. The historical financial statements contained in this combined proxy statement/prospectus and its Annexes consist of the separate financial statements of TechTarget and the Informa Tech Digital Businesses.

The unaudited pro forma condensed combined financial information and supplemental historical unaudited non-GAAP pro forma financial information presented in this combined proxy statement/prospectus are for illustrative purposes only and are not intended to, and do not purport to, represent what NewCo’s actual results or financial condition would have been if the Transactions had occurred on the relevant dates. In addition, such unaudited pro forma combined financial information and supplemental historical unaudited non-GAAP pro forma financial information are based in part on certain assumptions regarding the Transactions that NewCo, TechTarget and Informa believe are reasonable. These assumptions, however, are preliminary and may be updated only after the Closing. The unaudited pro forma condensed combined financial information do not present management’s adjustments; based on TechTarget management’s assessment, no autonomous entity adjustments were required for the purposes of preparing the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information and supplemental historical unaudited non-GAAP pro forma financial information have been prepared using the acquisition method of accounting, with the Informa Tech Digital Businesses considered the accounting acquirer of TechTarget. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill. The pro forma purchase price allocation is based on an estimate of the fair values of the tangible and intangible assets and liabilities of TechTarget. In arriving at the estimated fair values, TechTarget and Informa have considered the preliminary appraisals of third-party consultants, which were based on a preliminary and limited review of the assets and liabilities related to TechTarget to be held by NewCo following the consummation of the Transactions. Following the Closing, NewCo will have a one-year period to complete the purchase price allocation after considering the fair value of TechTarget’s assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation may be different from the pro forma purchase price allocation presented in this combined proxy statement/prospectus, and this difference may be material.

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The unaudited pro forma condensed combined financial information and supplemental historical unaudited non-GAAP pro forma financial information do not reflect the costs of any integration activities or transaction-related costs or incremental capital spending that the management of the Informa Tech Digital Businesses or TechTarget believe are necessary to realize the anticipated synergies from the Transactions. Accordingly, the pro forma financial information and supplemental historical unaudited non-GAAP pro forma financial information included in this combined proxy statement/prospectus does not reflect what NewCo’s results of operations or operating condition would have been had TechTarget and the Informa Tech Digital Businesses operated as a combined entity during all periods presented, or what NewCo’s results of operations and financial condition will be in the future.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “Projected Financial Data” were based on assumptions of, and information available to, TechTarget’s and Informa’s management, respectively, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond TechTarget’s and Informa’s control and may not be realized. Many factors mentioned in this combined proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Note Regarding Forward-Looking Statements,” will be important in determining NewCo’s future results. As a result of these contingencies, actual future results may vary materially from TechTarget’s and Informa’s estimates. In view of these uncertainties, the inclusion of financial estimates in this combined proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Neither TechTarget’s nor Informa’s financial forecasts were prepared with a view toward public disclosure, and such financial forecasts were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and neither TechTarget nor Informa undertakes any obligation, other than as required by applicable law, to update the financial forecasts herein to reflect events or circumstances after the date those financial forecasts were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial forecasts of TechTarget and Informa included in this combined proxy statement/prospectus have been prepared by, and are the responsibility of, TechTarget’s management and Informa’s management, respectively. The Informa Tech Digital Businesses’ independent registered public accounting firm has not audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to TechTarget’s or Informa’s prospective financial information contained herein, and, accordingly, the Informa Tech Digital Businesses’ independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. Moreover, TechTarget’s independent registered public accounting firm has not audited, reviewed, compiled, examined or applied agreed-upon procedures with respect to TechTarget’s or Informa’s prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent registered public accounting firm assumes no responsibility for, and disclaims any association with, TechTarget’s or Informa’s prospective financial information. The reports of such independent registered public accounting firms included in attachments to this combined proxy statement/prospectus relate exclusively to the historical financial information of the entities named in those reports and do not extend to the prospective financial information in this combined proxy statement/prospectus and should not be read to do so. See “Projected Financial Data” beginning on page 120 of this combined proxy statement/prospectus for more information.

The opinion of TechTarget’s financial advisor will not reflect changes in circumstances between the signing of the Transaction Agreement and the completion of the Transactions.

TechTarget has received an opinion from its financial advisor in connection with the signing of the Transaction Agreement but has not obtained any updated opinion from its financial advisor as of the date of this

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combined proxy statement/prospectus. Changes in the operations and prospects of TechTarget or the Informa Tech Digital Businesses, general market and economic conditions and other factors that may be beyond the control of TechTarget or Informa, and on which TechTarget’s financial advisor’s opinion was based, may significantly alter the value of TechTarget or the Informa Tech Digital Businesses or the prices of the shares of TechTarget common stock by the time the Transactions are completed. The opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of such opinion. Because TechTarget does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Transactions are completed.

For a description of the opinion that TechTarget received from its financial advisor, see the section entitled “The Merger—Opinion of TechTarget’s Financial Advisor” beginning on page 127 of this combined proxy statement/prospectus. A copy of the opinion of J.P. Morgan, TechTarget’s financial advisor, is attached as Annex B to this combined proxy statement/prospectus.

Business issues currently faced by one company may be imputed to the operations of the combined company.

To the extent that the Informa Tech Digital Businesses or TechTarget currently have or are perceived by customers to have operational challenges, those challenges may raise concerns by existing customers of the other business following the Closing, which may limit or impede NewCo’s ability to obtain additional orders for products or services from those customers.

Some of TechTarget’s and the Informa Tech Digital Businesses’ customers may experience uncertainty associated with the Transactions, which may limit NewCo’s business, and some of TechTarget’s and the Informa Tech Digital Businesses’ existing agreements contain change in control, anti-assignment or early termination rights that may be implicated by the Transactions.

Parties with which TechTarget and the Informa Tech Digital Businesses currently do business or may do business in the future, including customers and suppliers, may experience uncertainty associated with the Transactions, including with respect to current or future business relationships with TechTarget, the Informa Tech Digital Businesses, and NewCo. As a result, TechTarget’s business relationships and the business relationships of the Informa Tech Digital Businesses may be subject to disruptions if customers, suppliers, or others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than TechTarget, the Informa Tech Digital Businesses, and NewCo. For example, certain customers, vendors and other counterparties have contractual consent rights that are, and may have contractual termination rights that could be, triggered by a change of control of TechTarget. These disruptions could impact TechTarget’s and the Informa Tech Digital Businesses’ relationships with existing customers and preclude them from attracting new customers, all of which could have a material adverse effect on the business, financial condition and results of operations, cash flows, or share price of TechTarget or NewCo. The effect of such disruptions could be exacerbated by a delay in the Closing.

If the Transactions close and do not qualify, collectively, as a transaction described in Section 351 of the Code, our stockholders may be required to pay substantial U.S. federal income taxes.

The Transactions are intended, collectively, to qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), and TechTarget, NewCo and Informa intend to report the proposed transaction consistent with such qualification. However, it is not a condition to TechTarget’s or Informa’s obligation to complete the Transactions that the Transactions qualify collectively as a transaction described in Section 351 of the Code, or that TechTarget or Informa receive an opinion from counsel to that effect. TechTarget and Informa have not sought, and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the Transactions, and as a result, there can be no assurance that the Internal Revenue Service will agree that the Transactions qualify collectively as a transaction described in Section 351 of the Code or would not assert, or that a court would not sustain, a position contrary to the treatment of the

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Transactions collectively as a transaction described in Section 351 of the Code. If the Internal Revenue Service or a court determines that the Transactions do not qualify collectively as a transaction described in Section 351 of the Code, a holder of TechTarget common stock generally would recognize taxable gain or loss upon the exchange of TechTarget common stock for NewCo common stock pursuant to the Transactions. See “U.S. Federal Income Tax Consequences of the Transactions” beginning on page  145 of this combined proxy statement/prospectus.

Risks Related to the Business of NewCo following the Transactions

The following are risk factors that relate to the business of the combined company, NewCo. In this section, unless the context requires otherwise, references to “TechTarget” refer to TechTarget, Inc. and its consolidated subsidiaries before the completion of the Transactions; references to “NewCo,” “we,” “our,” or “us” refer to NewCo and its consolidated subsidiaries, after the completion of the Transactions and assume that the business of NewCo will be operated in substantially the same manner as each of the business of TechTarget and the Informa Tech Digital Businesses were conducted by TechTarget and Informa, respectively, prior to the Closing.

Failure of the parties successfully to implement and operate under the Data Sharing Agreement between NewCo and Informa could impact the potential benefits of the Transactions.

The Transaction Agreement provides for NewCo and Informa to enter into a data sharing agreement, substantially in the form attached as Annex L as of the Closing (the “Data Sharing Agreement”). Among other things, the Data Sharing Agreement will allow NewCo and Informa to share data across each entity. If the parties are unsuccessful at implementing and operating under the Data Sharing Agreement, some of the potential benefits contemplated in connection with the Transaction might not be realized.

The integration of TechTarget and the Informa Tech Digital Businesses following the Closing will present challenges that may prevent NewCo from realizing all the anticipated benefits of the Transactions.

The Transactions involve the combination of businesses that currently operate as independent businesses. NewCo will be required to devote management attention and resources to integrating its business practices and operations, and prior to the Transactions, management attention and resources will be required to plan for such integration. Potential difficulties NewCo may encounter in the integration process include the following:

• the difficulty in successfully integrating, or the inability to successfully integrate, TechTarget and the Informa Tech Digital Businesses, including their respective operations, technologies, products and services, in a manner that permits NewCo to achieve the cost savings and revenue synergies anticipated to result from the Transactions, which could result in the anticipated benefits of the Transactions not being realized partly or wholly in the time frame currently anticipated or at all;

• lost sales and customers as a result of certain customers of any of the businesses deciding not to do business with NewCo, or deciding to decrease their amount of business in order to reduce their reliance on a single company;

• the necessity of coordinating geographically separated organizations, systems and facilities;

• potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Transactions;

• integrating personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality products and services;

• consolidating and rationalizing IT platforms and administrative infrastructures as well as accounting systems and related financial reporting activities and difficulty implementing effective internal controls over financial reporting and disclosure controls and procedures in particular; and

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• preserving important relationships of TechTarget and the Informa Tech Digital Businesses and resolving potential conflicts that may arise.

Furthermore, it is possible that the integration process could result in the loss of key employees or skilled workers of either or both of TechTarget and the Informa Tech Digital Businesses. The loss of key employees and skilled workers could adversely affect NewCo’s ability to successfully conduct its business because of their experience and knowledge of TechTarget’s business and the Informa Tech Digital Businesses. In addition, NewCo could be adversely affected by the diversion of management’s attention and any delays or difficulties encountered in connection with the integration of TechTarget and the Informa Tech Digital Businesses. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of TechTarget’s and the Informa Tech Digital Businesses’ segments.

If NewCo experiences difficulties with the integration process, the anticipated benefits of the Transactions may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on the business, results of operations, financial condition or prospects of NewCo during this transition period and for an undetermined period after completion of the Transactions.

Informa could engage in business and other activities that compete with NewCo.

Informa has agreed that following the Closing Date until the First Trigger Date, the Informa Group will not acquire a Competitive Business, subject to certain exceptions. Subject to the terms of the Stockholders Agreement, Informa or any of its subsidiaries may engage in certain activities notwithstanding the fact that they may compete directly or indirectly with NewCo’s business. To the extent that Informa engages in the same or similar business activities or lines of business as NewCo, or engages in business with any of NewCo’s partners, customers or vendors, NewCo’s ability to successfully operate and expand its business may be adversely effected. See “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus.

The corporate opportunity provisions in the NewCo Charter and the Stockholders Agreement may enable Informa to benefit from corporate opportunities that might otherwise be available to NewCo.

The NewCo Charter and the Stockholders Agreement will contain provisions related to the waiver of certain corporate opportunities that may be of interest to both NewCo and Informa. The NewCo Charter will provide, among other things, that Informa and the other persons specified therein shall not be liable to NewCo, its affiliates, or its stockholders for breach of any fiduciary duty as a stockholder, director, or officer of NewCo in connection with certain business activities and opportunities. The provisions set forth in the Stockholders Agreement will provide in general that (i) a corporate opportunity offered to any individual who is a director, but not an officer or employee of NewCo and who is also a director, officer or employee of Informa will belong to NewCo only if such opportunity is expressly offered to such person solely in his or her capacity as a director of NewCo and otherwise will belong to Informa and (ii) a corporate opportunity offered to any individual who is an officer or employee of NewCo and also is a director, officer or employee of Informa will belong to NewCo unless such opportunity is expressly offered to such person in his or her capacity as a director, officer or employee of Informa, in which case it will belong to Informa. The absence of a duty on the part of Informa or its affiliates to present corporate opportunities to NewCo may have a material adverse effect on NewCo’s business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Informa to itself or its affiliates. For a more complete description of the terms of the Stockholders Agreement, see the section titled “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus.

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Because NewCo will depend on its ability to generate revenues from the sale and support of purchase intent driven advertising campaigns, material reductions in advertising spending will likely have an adverse effect on its revenues and operating results.

The primary source of NewCo’s revenues is expected to be the sale and support of purchase intent-driven advertising campaigns to its customers. Any material reduction in advertising expenditures will likely have an adverse effect on NewCo’s revenues and operating results. We believe that advertising spending on the internet, as in traditional media, fluctuates significantly as a result of a variety of factors, many of which are outside of NewCo’s control. Some of these factors include:

• variations in expenditures by advertisers due to budgetary constraints;

• the cancellation or delay of projects by advertisers or by one or more significant customers;

• the cyclical and discretionary nature of advertising spending;

• the relocation of advertising expenditures to competitors or other media;

• general global economic conditions and the availability of capital, as well as economic conditions specific to the internet and online and offline media industry; and

• the occurrence of extraordinary events, such as natural disasters, disease outbreaks (such as the novel coronavirus), acts of terrorism and international or domestic political and economic unrest.

NewCo will generate revenue from sales of subscriptions to its platforms and data, and any decline in demand or changes in preference trends for the types of products and services that it offers would negatively impact its business.

NewCo will derive a substantial amount of revenue from the sale of subscriptions to their platforms and data. Demand and preference trends for these platforms and data is affected by various factors, many of which are beyond NewCo’s control. Some of these potential factors include:

• awareness and acceptance of the market research, market insight, and lead generation platforms generally, and the growth, contraction and evolution of these platforms;

• availability of products and services that compete with those of the Informa Tech Digital Businesses;

• brand recognition;

• pricing;

• ease of adoption and use;

• performance, features, and user experience, and the development and acceptance of new features, integrations, and capabilities;

• customer support;

• accessibility across several devices, operating system, and applications;

• integration with CRM and similar systems; and

• the potential for the development of new systems and protocols for B2B communication.

If NewCo fails to successfully predict and address declines in demand and changes in preference trends, the business, results of operations and financial condition could be harmed.

General domestic and global economic, business or industry conditions, financial market instability, and geopolitical changes may adversely affect NewCo’s business, as well as its ability to forecast financial results.

The U.S. and international economies have experienced inconsistent, unpredictable growth and a certain degree of instability, magnified at times by factors including changes in the availability of credit, inflation,

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volatile business and consumer confidence, unemployment, responses to public health crisis, including pandemics like COVID-19 and epidemics and geopolitical unrest, including from the impacts of the ongoing conflicts between Russia and Ukraine and in the Middle East. These and other macro-economic conditions have contributed to unpredictable changes in the global economy and expectations of future global economic growth. Additionally, economic weakness in the United States and international markets has adversely affected NewCo’s customers and their spending decisions, causing them to reduce or delay their purchases of its offerings, which has adversely affected and may continue to affect its business.

Because all components of NewCo’s budgeting and forecasting will be dependent upon estimates of growth or contraction in the economy generally, and in the IT market specifically, it will be difficult for it to accurately estimate future income and expenditures. NewCo will not be able to predict the duration of current economic conditions or the duration or strength of an economic recovery in the United States or worldwide generally or in the IT industry or in any of its segments. Further adverse changes may occur as a result of global, domestic or regional economic conditions, changing consumer and customer confidence, inflation, unemployment, tariffs, declines in stock markets, or other factors affecting economic and geopolitical conditions generally. These macro-economic conditions may also result in increased expenses due to higher allowances for doubtful accounts and potential goodwill and asset impairment charges and may make it more difficult for us to make accurate forecasts of revenue, gross margin, cash flows and expenses. We recognize that these challenging macro-economic conditions have and may continue to negatively affect the sales of NewCo’s expected offerings, both in the United States and internationally, and could increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase the risk of loss on investments. The impact in the future of these macro-economic conditions on NewCo’s business, results of operations, financial condition and/or liquidity is uncertain and will depend on future developments that NewCo may not be able to accurately predict.

The areas in which NewCo will compete are rapidly evolving, which makes it difficult to forecast demand for its products and services.

The areas in which NewCo will operate are highly competitive and rapidly evolving. If there is a shift in customer demand for content, market data and market business, or if customers for these areas more quickly or more extensively than expected choose to focus their new spending on, or shift their existing spending to, other solutions that do not interoperate with NewCo’s solutions, or if competitors are able to adapt more quickly to new or emerging technologies or otherwise to develop their capabilities more quickly, NewCo’s products and services may not compete as effectively, if at all.

NewCo will face significant competition from online media companies as well as from social networking sites, mobile applications, traditional print and broadcast media, general purpose and search engines and generative AI. There can be no assurance that additional competitors will not enter markets that NewCo will serve and plan to serve. These competitive pressures may reduce revenue, operating profits, or both.

In addition, NewCo will work in a range of specialist areas that could grow, decline, change or be disrupted, which could alter customer behavior, needs and preferences and change the competitive environment for its products and services. As a result, NewCo’s revenues and margins could be adversely affected.

Because most of NewCo’s customers will be in the enterprise technology industry, its revenues will be subject to characteristics of the enterprise technology industry that can affect advertising spending by B2B technology companies.

Because most of NewCo’s customers will be in the enterprise technology industry, the success of its business will be closely linked to the health, and subject to market conditions, of the enterprise technology industry. The enterprise technology industry is characterized by, among other things, volatile quarterly results, uneven sales patterns, short product life cycles, rapid technological developments, frequent new product introductions and enhancements and evolving domestic and international laws and regulations, particularly with

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respect to data privacy and data protection. As a result, NewCo’s customers’ advertising budgets, which are often viewed as discretionary expenditures, may increase or decrease significantly over a short period of time. Many of NewCo’s customers will continue to scrutinize their spending on advertising campaigns. Prior market downturns in the enterprise technology industry have resulted in declines in advertising spending, which can cause longer sales cycles, deferral or delay of purchases by business-to-business (“B2B”) technology companies and generally reduced expenditures for advertising and related services. For example, recent macroeconomic headwinds have caused general anxiety, elongated sales cycles, budget cuts and freezes at many of TechTarget’s and the Informa Tech Digital Businesses’ customers. NewCo’s revenues and profitability will depend on the overall demand for advertising services from its customers. We believe that demand for TechTarget’s and the Informa Tech Digital Businesses’ offerings have been in the past, and NewCo’s offerings could be in the future, disproportionately affected by fluctuations, disruptions, instability or downturns in the enterprise technology industry, which may cause customers and potential customers to exit the industry or delay, cancel, reduce or reallocate any planned expenditures for its purchase intent driven marketing and sales products. Any slowdown in the formation of new B2B technology companies or decline in the growth of existing B2B technology companies, may cause a decline in demand for NewCo’s offerings.

In addition, the marketing and advertising budgets of NewCo’s customers may fluctuate as a result of:

• weakness in corporate enterprise technology spending, resulting in a decline in enterprise technology marketing and advertising spending, a trend that TechTarget and the Informa Tech Digital Businesses have seen in the past and that may continue in the future;

• increased concentration in the enterprise technology industry as a result of consolidations, leading to a decrease in the number of current and prospective customers, as well as an overall reduction in marketing and advertising spend;

• reduced spending by combined entities following such consolidations, leading to volume and price compression and loss of revenue; and

• the timing of marketing and advertising campaigns around new product introductions and initiatives.

NewCo’s future growth will depend in large part on continued increases in sales of data-driven products and services.

NewCo will sell a suite of data-driven products and services, which will be based on TechTarget’s Activity Intelligence analytics. We expect that data-driven products, as well as the expansion of the features in TechTarget’s and the Informa Tech Digital Businesses’ current product offerings, will be major components of NewCo’s future growth. The failure of data-driven products offered by NewCo to meet anticipated sales levels, NewCo’s inability to continue to expand the features in TechTarget’s and the Informa Tech Digital Businesses’ current product offerings successfully, or the failure of TechTarget’s or the Informa Tech Digital Businesses’ current product offerings or new products and services offered by NewCo to achieve and then maintain widespread customer acceptance could have a material adverse effect on NewCo’s business and financial results. In addition, competitors may develop a service or application that is similar to its data-driven product suite, which could also result in reduced sales for those product offerings.

The majority of NewCo’s revenues will be primarily derived from short-term contracts that may not be renewed.

NewCo’s customer contracts are expected to be primarily short-term, typically six to twelve months or less, and generally subject to termination by the customer with minimal notice requirements and without substantial penalty. We cannot assure you that NewCo’s current customers will fulfill their obligations under their existing contracts, continue to participate in existing programs beyond the terms of their existing contracts or enter into any additional contracts for new programs that NewCo may offer. In addition, NewCo may not be successful in its efforts to convert customers from short-term contracts to longer-term contracts, particularly in light of current

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macroeconomic conditions. If a significant number of NewCo’s customers or a few large customers decided not to continue purchasing marketing and advertising services from NewCo, NewCo could experience a rapid decline in its revenues over a relatively short period of time. Any factors that limit the amount NewCo customers are willing to and do spend on marketing or advertising with NewCo could have a material adverse effect on its business.

Because NewCo will recognize subscription revenue over the subscription term, downturns or upturns in new sales, renewals and upgrades will not be immediately reflected within NewCo’s results of operations.

NewCo will recognize revenue from subscriptions to its platforms on a straight-line basis over the term of the contract subscription period beginning on the date access to the platforms is granted, provided all other revenue recognition criteria have been met. These subscription arrangements generally have contractual terms requiring advance payment for annual or quarterly periods. As a result, much of the subscription revenue reported each quarter will be the recognition of deferred revenue from recurring subscriptions entered into during previous quarters. Consequently, a decline in new or renewed recurring subscription contracts in any one quarter will not be fully reflected in revenue in that quarter but will negatively affect revenue in future quarters. Accordingly, the effect of significant downturns in new or renewed sales of recurring subscriptions will not be reflected in full in the results of operations of NewCo until future periods. This subscription model will also make it difficult for NewCo to rapidly increase revenue through additional sales in any period, as revenue from new customers will typically recognized over the applicable subscription term. By contrast, a majority of the costs of NewCo are expected to be expensed as incurred, which could result in the recognition of more costs than revenue in the earlier portion of the subscription term, and as a result NewCo may report greater than expected losses in any given period.

If NewCo is unable to deliver content and services that attract and retain a critical mass of members and users, its ability to attract customers may be affected, which could in turn have an adverse effect on its revenues.

NewCo’s success will depend on its ability to deliver original and compelling content and services to attract and retain members and users, as well as its ability to garner a critical mass of members of its websites or users of the BrightTALK platform. NewCo’s member and user base will be primarily comprised of business professionals who demand specialized websites and content tailored to the enterprise technology product sectors for which they are responsible and that they purchase. NewCo’s content and services may not generate engagement with its websites or the BrightTALK platform or continue to attract and retain a critical mass of members and users necessary to attract customers and generate revenues consistent with TechTarget’s or the Informa Tech Digital Businesses’ historical results and expectations of NewCo’s future results. NewCo also may not develop new content or services in a timely or cost-effective manner. NewCo’s ability to develop and produce this specialized content successfully will be subject to numerous uncertainties, including its ability to:

• anticipate and respond successfully to rapidly changing enterprise technology developments and preferences to ensure that its content remains timely and interesting to its members;

• attract and retain qualified editors, writers, freelancers and technical personnel;

• fund new development for its programs and other offerings;

• successfully expand its content offerings into new platform and delivery mechanisms; and

• promote and strengthen the brands of its websites, webinar platform and its name.

If NewCo is not successful in maintaining and growing its member and user base through the deployment of targeted and compelling content, its ability to retain and attract customers may be affected or it may be required to obtain licensed content which may not be at reasonable prices, which could in turn have an adverse effect on its revenues, and operating results.

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NewCo will depend on internet search engines to attract a significant portion of the visitors to its websites. If NewCo’s websites were to become listed less prominently in search results due to changes in the search engines’ algorithms or otherwise, its business and operating results could be materially harmed.

We expect NewCo will derive a significant portion of its website traffic from users who search for enterprise technology research and editorial content through internet search engines. A critical factor in attracting members and users to NewCo’s websites, virtual events and webinar platform will be whether NewCo is prominently displayed in response to an internet search relating to enterprise technology content. Search result listings are determined and displayed in accordance with a set of formulas or algorithms developed by the particular internet search engine. The algorithms determine the order of the listing of results in response to the user’s internet search. From time to time, search engines revise their algorithms. In some instances, these modifications may be detrimental and cause NewCo’s websites to be listed less prominently in unpaid search results or not at all, which we expect would result in decreased traffic from search engine users to NewCo’s websites. NewCo’s websites, virtual events and webinar platform may also become listed less prominently in unpaid search results, for other reasons, such as search engine technical difficulties, search engine technical changes and changes NewCo makes to its websites, virtual events and webinar platform. In addition, search engines have deemed the practices of some companies to be inconsistent with search engine guidelines and have decided not to list their websites in search result listings at all. Although NewCo could mitigate certain algorithm changes affecting its traffic with increased marketing expenditures, if its websites, virtual events and webinar platform are listed less prominently or not at all, in search result listings, traffic to its websites could decline, which could impact NewCo’s operating results. Increased marketing spend to increase site traffic could also impact NewCo’s operating results.

Further, NewCo uses search engine optimization (“SEO”), to enhance the visibility of its websites and optimize ranking in search engine results. NewCo’s ability to successfully manage its SEO efforts across its owned and operated websites depends on its ability to adapt and respond to changes in search engine algorithms and methodologies and changes in search query trends. If NewCo fails to successfully manage its SEO strategy, its owned and operated websites may receive less favorable placement in organic or paid listings, which would reduce the number of visitors to its sites, decrease conversion rates and repeat business and have a detrimental effect its ability to generate revenue.

There are a number of risks associated with NewCo’s international operations, as well as the expansion of those operations, that could adversely affect NewCo business.

On a pro forma basis, NewCo derived a significant portion of its revenues from customers with billing addresses outside of the United States. NewCo will have offices in the United Kingdom, France, Germany, Singapore, Australia, Malaysia, China, Bangladesh, Japan, Korea and India. NewCo will also publish websites in English, Spanish, French, German, Portuguese, Traditional Chinese, Simplified Chinese, Japanese and Korean, targeting members worldwide who speak those languages.

In addition to many of the same challenges NewCo will face domestically, there are additional risks and costs to doing business in international markets, including:

• limitations on its activities in foreign countries where NewCo has granted rights to existing business partners;

• the degree to which its foreign-based customers transition from print to online purchase intent data;

• the adaptation of its websites and purchase intent data programs to meet local needs;

• its foreign-based competitors may have greater resources and more established relationships with local advertisers;

• more restrictive data privacy and data protection regulation, which may vary by country and for which there may be little, conflicting or no guidance;

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• more restrictive website licensing and hosting requirements, which may result in its websites being blocked, may require changes to how NewCo operates its websites, or may involve regulatory or enforcement actions against NewCo that could be harmful to its business;

• more extensive labor regulation, which may vary by country;

• difficulties in staffing and managing multinational operations;

• difficulties in finding appropriate foreign licensees or joint venture partners;

• difficulties following changes in local business operations or structure;

• distance, language and cultural differences in doing business with foreign entities;

• foreign (and domestic) political and economic uncertainty;

• less extensive adoption of the internet as an information source and increased restriction on the content of websites;

• currency exchange-rate fluctuations; and

• potential adverse tax requirements.

As a result, NewCo may face difficulties and unforeseen expenses in expanding its business internationally and, if NewCo attempts to do so, NewCo may be unsuccessful, which could harm its business, operating results and financial condition.

Competition for customers’ marketing and advertising spending is intense, and NewCo may not compete successfully, which could result in a material reduction in its market share, the number of its customers and its revenues.

NewCo will compete for potential customers with a number of different types of offerings and companies, including: broad based media outlets such as television, newspapers and business periodicals that are designed to reach a wide audience; general purpose portals and search engines; and offline and online offerings of companies that produce content specifically for enterprise technology and business professionals, including Gartner, Forrester, IDC, Frost and Sullivan, Bombora, Inc., Madison Logic, Inc., Demand Science, Inc., 6Sense Inc., Demandbase, Inc., ZoomInfo Technologies Inc and ON24, Inc. Customers may choose the offerings of NewCo’s competitors over NewCo not only because they prefer the online offerings of NewCo’s competitors over the offerings of NewCo but also because customers prefer to utilize forms of marketing and advertising services not offered by NewCo and/or to diversify their marketing and advertising expenditures. Many of NewCo’s expected competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than NewCo will possess at Closing. They may also offer different pricing than NewCo will offer, which could be more attractive to customers. TechTarget’s and the Informa Tech Digital Businesses’ competitors have historically responded, and NewCo’s competitors may respond, to challenging market conditions by lowering prices to try to attract NewCo’s customers. As a result, NewCo could lose market share to its competitors and its revenues could decline.

NewCo may experience competition from other companies with technologies and data to deliver B2B market insight and market access, and competing products and services could provide greater appeal to customers.

There are numerous fragmented competitors offering technologies and data to deliver B2B market insight and market access, including data-driven marketing and lead generation, which requires continuous innovation. There are low barriers to entry in the area of lead generation, and with continuously shifting customer needs and strategies, the monetization of leads requires frequent introductions of new technologies and of new products and services. Many prospective customers have invested substantial resources to implement, and gained substantial familiarity with, competing solutions and therefore may be reluctant or unwilling to migrate from their current solutions to NewCo’s products and services. Many prospective customers may not appreciate differences in

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quality between NewCo’s and lower-priced competitors’ products and services, and many prospective and current customers may not learn the best ways to use NewCo’s products and services, making them less likely to obtain them or renew or upgrade their subscriptions. New technologies and products and services may be or become better or more attractive to prospective and current customers than NewCo’s products and services, and many prospective and current customers may select or switch to competing products and services even if NewCo does its best to innovate and provide superior products and services.

Competitors of NewCo will include:

• free sources of digital and nondigital content on the B2B markets;

• predictive analytics and customer data platform technologies, which may specialize in market news, market insights, lead generation, audience development, or digital demand generation;

• other vendors of market forecasts;

• other platforms that may specialize in building relationships within the B2B markets; and

• prospective and current customers’ internal and homegrown business contact databases.

Some current and potential customers, particularly large organizations, have elected in the past, and may elect in the future, to rely on internal and homegrown databases, software that they develop or acquire, and internal data quality teams that would reduce or eliminate the demand for NewCo’s products and services. If demand for NewCo’s products and services declines due to these or other factors, the business, results of operations and financial condition of NewCo could be adversely affected.

If NewCo fails to respond to changes in data technology, competitors and potential competitors may be able to develop products and services that will take market share from NewCo, and the demand for and delivery of its products and services, as well as its market reputation, could be adversely affected.

NewCo will rely on key counterparties to support its business and help deliver certain of its products, including integration with third-party applications and systems that NewCo will not control.

NewCo will work with a number of key counterparties to support its business and help delivery certain of its products and services. A failure in key counterparty relationships or services could adversely affect the delivery of certain products and services that NewCo will offer and otherwise disrupt its business activities, which in turn could adversely affect customer satisfaction, its relationship with its key counterparties and its results of operations. Periods of extreme economic instability and disruption could also adversely affect the stability of these counterparties.

In addition, TechTarget technologies will allow TechTarget’s and the Informa Tech Digital Businesses’ platforms to interoperate with various third-party applications which are critically important to NewCo’s business. The functionality of these integrations will depend on access to the third-party applications, and access will not be within NewCo’s control. Some of NewCo’s expected competitors own, develop, operate or distribute, or have material business relationships with companies that own, develop, operate or distribute, CRM and similar systems into which the TechTarget and Informa Tech Digital Businesses’ platforms integrate. Moreover, some of these competitors have inherent advantages developing products and services that more tightly integrate with their CRM and similar systems or those of their business partners.

Third-party systems are constantly evolving, and it is difficult to predict with certainty the challenges that NewCo may encounter in developing its platforms for use in conjunction with such third-party systems. NewCo may not be able to modify integrations to assure compatibility with the third-party systems following changes to these systems. Some operators of CRM and similar systems may cease to permit access or integration with TechTarget’s and/or the Informa Tech Digital Businesses’ platforms. This could result in NewCo’s customers no longer having a convenient way to integrate NewCo’s products and services into their CRM of choice.

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NewCo may not innovate at a successful pace, which could harm its operating results.

The industry in which NewCo will operate is rapidly adopting new technologies and standards to create and satisfy the demands of users and advertisers. It is critical that NewCo innovate by anticipating and adapting to these changes to ensure that its content-delivery, demand generation and data-driven products and services remain effective and interesting to its members, customers and partners. In addition, NewCo may need to make significant expenditures to achieve these goals. If NewCo fails to accomplish these goals, NewCo may lose members and the customers that seek to reach those members, which could harm its operating results. Existing and planned efforts to develop new products, including any subscription-based offerings, may be costly and ultimately not successful, which could harm NewCo’s operating results.

NewCo may be unable to continue to build awareness of its brands, which could negatively impact its business and cause its revenues to decline.

Building recognition of NewCo’s brand and maintaining recognition of TechTarget’s and the Informa Tech Digital Businesses’ brands will be critical to its ability to attract and retain its member base. NewCo intends to continue to build existing TechTarget’s and the Informa Tech Digital Businesses’ brands and introduce new brands that will resonate with its targeted audiences. In order to promote these brands, NewCo may find it necessary to increase its marketing budget, hire additional marketing and public relations personnel or otherwise increase its financial commitment to creating and maintaining brand loyalty among its customers. If NewCo fails to promote its brands and maintain TechTarget’s and the Informa Tech Digital Businesses’ brands effectively, or incurs excessive expenses attempting to promote and maintain these brands, its business and financial results may suffer.

If NewCo does not retain its key personnel, its ability to execute its business strategy will be adversely affected.

NewCo’s success will depend to a significant extent upon the recruitment, retention and effective succession of its executive officers and key management. NewCo’s management team will have significant industry experience and would be difficult to replace. These individuals possess sales, marketing, financial and administrative skills that will be critical to the operation of NewCo’s business. The competition for these employees is intense. The loss of the services of one or more of NewCo’s key personnel could have a material adverse effect on its business and operating results.

NewCo may not be able to attract, hire and retain qualified personnel cost-effectively, which could impact the quality of its content and services and the effectiveness and efficiency of its management, resulting in increased costs and reduced revenues.

NewCo’s success will depend on its ability to attract, hire and retain qualified technical, editorial, sales and marketing, customer support, financial and accounting and other managerial personnel at commercially reasonable rates. The competition for personnel in the industries in which NewCo will operate is intense. NewCo’s personnel will be able to terminate their employment at any time for any reason. Loss of personnel may result in increased costs associated with replacement hiring and training. If NewCo fails to attract and hire new personnel or retain and motivate its existing personnel, NewCo may not be able to operate its businesses effectively or efficiently, serve its customers properly or maintain the quality of its content and services. In particular, NewCo’s success will depend in significant part on maintaining and growing an effective sales and customer retention force. This dependence involves a number of challenges, including the need to hire, integrate, motivate and retain additional sales and sales support personnel and train new sales personnel, many of whom lack sales experience when they are hired, as well as increased competition from other companies in hiring and retaining sales personnel.

In December 2022, TechTarget committed to a restructuring plan intended to generate operational efficiencies, strengthen its financial position through reducing costs, and better align its operations with its strategic objectives. The plan involved streamlining the operations of certain of TechTarget’s business units and

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included the elimination of approximately 60 positions, or approximately 5% of TechTarget’s then current workforce. NewCo may find it more difficult to hire and retain qualified personnel as a result of TechTarget’s 2022 restructuring plan.

NewCo may fail to identify or successfully acquire and integrate businesses, products and technologies that would otherwise enhance its product and service offerings to its customers and members, and as a result its revenues may decline or fail to grow.

TechTarget and the Informa Tech Digital Businesses have acquired, and NewCo may in the future acquire or invest in, complementary businesses, products or technologies. Acquisitions and investments involve numerous risks including:

• difficulty in assimilating the operations and personnel of acquired businesses;

• potential disruption of its ongoing businesses and distraction of its management and the management of acquired companies;

• difficulty in incorporating acquired technology and rights into its offerings and services, which could result in additional expenses and/or technical difficulties in delivering its product and service offerings;

• potential failure to achieve additional sales and enhance its customer base through cross-marketing of the combined company’s products and services to new and existing customers;

• potential detrimental impact to its pricing based on the historical pricing of any acquired business with common customers and the market generally;

• potential litigation resulting from its business combinations or acquisition activities; and

• potential unknown liabilities associated with the acquired businesses.

NewCo’s inability to integrate any acquired business successfully, or the failure to achieve any expected synergies, could result in increased expenses and a reduction in expected revenues or revenue growth. As a result, NewCo’s revenues, results of operations or stock price could fluctuate or decline. In addition, NewCo may not be able to identify or successfully complete acquisitions, which could impact its ability to expand into complementary sectors in the future.

NewCo may have limited protection of its intellectual property rights which others could infringe.

NewCo’s success and ability to compete will be dependent in part on the strength of its proprietary rights, on the goodwill associated with its trademarks, trade names and service marks, and on its ability to use U.S. and foreign laws to protect them. NewCo’s intellectual property will include, among other things, its original content, its editorial features, logos, brands, domain names, the technology that NewCo will use to deliver its services, the various databases of information that NewCo will maintain and make available by license, and the appearances of the websites it will operate.

TechTarget and the Informa Tech Digital Businesses have both claimed common law and registered trademark protections in certain brands. Despite claiming and applying to register some of their marks in the United States and other countries where NewCo will do business, each of TechTarget and the Informa Tech Digital Businesses have not been able to obtain registration of their respective marks in certain U.S. and non-U.S. jurisdictions due to prior registration or use by third parties employing similar marks and other challenges. NewCo will claim common law protection on certain names and marks that TechTarget and the Informa Tech Digital Businesses have used in connection with its business activities and the activities we expect that NewCo will conduct in connection with its business activities, however, there is a risk that challenges that were faced individually by TechTarget and the Informa Tech Digital Businesses will also be raised for the brands and marks of the combined businesses. New challenges may also be raised against NewCo as it seeks intellectual property protections. In addition to U.S. and foreign laws and registration processes, TechTarget and the Informa Tech

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Digital Businesses have relied and NewCo will rely on confidentiality agreements and intellectual property assignment agreements with its employees and third parties and other protective contractual provisions to safeguard its intellectual property. Despite efforts to protect intellectual property by each of TechTarget and the Informa Tech Digital Business, unauthorized activities may take place and could impact NewCo as it will rely on prior protections put in place and future protections that it will put in place. NewCo may also experience issues from prior acquisitions of intellectual property made by TechTarget and the Informa Tech Digital Businesses, together with the costs and difficulties of combining and integrating the intellectual property of TechTarget and the Informa Tech Digital Businesses into the business of NewCo.

Policing NewCo’s intellectual property rights and identifying infringers worldwide will be a difficult task, and even if NewCo is able to identify infringers, NewCo may not be able to stop them from infringing its intellectual property. NewCo cannot be certain that third party licensees of its content will adequately protect NewCo’s proprietary rights. Intellectual property laws and NewCo’s agreements may not be sufficient to prevent others from copying or otherwise obtaining and using NewCo’s content or technologies. In addition, others may develop non-infringing technologies that are similar or superior to those offered by NewCo. In seeking to protect its marks, copyrights, domain names and other proprietary rights, NewCo could face costly litigation and the diversion of its management’s attention and resources.

Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is still evolving. Therefore, NewCo might be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of NewCo’s trademarks and other proprietary rights. Any impairment in the value of these important assets could cause the price of NewCo common stock to decline.

NewCo could be subject to claims from third parties based on the content on its websites created by NewCo and third parties. These claims could result in costly litigation, payment of damages or the need to revise the way NewCo conducts its business.

NewCo could be subject to infringement claims from third parties, which may or may not have merit. Due to the nature of content that will be published on NewCo’s online network, including content placed on NewCo’s online network by third parties, and as a creator and distributor of original content and research, NewCo will face potential liability based on a variety of theories, including defamation, libel, negligence, copyright or trademark infringement, or other legal theories based on the nature, creation or distribution of this information. Such claims may also include, among others, claims that by providing hypertext links to websites operated by third parties, NewCo is liable for wrongful actions by those third parties through these websites. Similar claims have been brought, and sometimes successfully asserted, against online services. It is also possible that NewCo’s members could make claims against NewCo for losses incurred in reliance on information provided on NewCo’s networks. In addition, NewCo could be exposed to liability in connection with material posted to NewCo’s internet sites by third parties. For example, many of NewCo’s sites will offer members an opportunity to post comments and opinions that are not moderated. Some of this member-generated content may infringe on third party intellectual property rights or privacy rights or may otherwise be subject to challenge under copyright laws. Such claims, whether brought in the United States or abroad, could divert management time and attention away from NewCo’s business and result in significant cost to investigate and defend, regardless of the merit of these claims. In addition, if NewCo’s becomes subject to these types of claims and is not successful in its defense, NewCo may be forced to pay substantial damages. These claims could also result in the need to develop alternative trademarks, content or technology or to enter into costly royalty or licensing agreements. NewCo’s insurance may not adequately protect it against these claims. The filing of these claims may also damage NewCo’s reputation as a high-quality provider of unbiased, timely analysis and result in customer cancellations or overall decreased demand for NewCo’s services. NewCo may not have, in all cases, conducted formal evaluations of its content, technology and services to determine whether they expose NewCo to any liability of the sort described above. As a result, NewCo cannot be certain that its technology, offerings, services or online content will not infringe upon the intellectual property or other rights of third parties. If NewCo were found to have infringed on

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a third party’s intellectual property rights or otherwise found liable for damages as a result of such claims, the value of NewCo’s, TechTarget’s and the Informa Tech Digital Businesses’ brands and business reputations could be impaired, and NewCo’s business could suffer.

Changes in laws and standards relating to marketing, data collection and use, and the privacy of internet users could impact NewCo’s ability to conduct its business and thereby decrease NewCo’s marketing and advertising service revenues while imposing significant compliance costs on NewCo.

We are subject to a variety of laws and regulations, including regulation by various federal government agencies, including the U.S. Federal Trade Commission (the ‘FTC”) and state and local agencies, as well as privacy, data protection and cybersecurity laws in jurisdictions outside of the United States. NewCo will use e-mail as a significant means of communicating with NewCo’s members and users. NewCo may also use contact information provided during the enrollment process, including e-mail addresses and telephone numbers, for marketing purposes to NewCo members and users. NewCo’s partners may also use contact information to market their products or services to NewCo members and users. The laws and regulations governing the use of e-mail and other contact information for marketing purposes continues to evolve, and the growth and development of commerce over the Internet may lead to the adoption of additional legislation, changes to existing laws. If new laws or regulations are adopted, or existing laws and regulations are interpreted and/or amended or modified to impose additional restrictions on NewCo’s ability to send e-mails or use other means to contact its actual or potential members and users, NewCo may not be able to communicate with such members and users in a cost-effective manner. In addition, Internet service providers, software programs and others may block the transmission of unsolicited e-mail, commonly known as “spam.” If such a provider or program identifies NewCo emails as “spam,” NewCo emails could be blocked to its actual or potential members and users. If NewCo is unable to communicate by e-mail with its actual or potential members and users as a result of legislation, blockage or otherwise, NewCo’s business, operating results and financial condition could be harmed.

NewCo will collect and process information from visitors, members or users on NewCo’s websites, platforms, or co-branded sites. Privacy policies and practices concerning the collection, use, and disclosure of member, user and visitor information are posted on NewCo’s websites. Subject to applicable law and each member’s, user’s and visitor’s permission (depending on the applicable needs and requirements of different countries’ laws), NewCo may use information it collects to inform its members, and users and visitors of services may be of interest to them. NewCo may also share this information with its customers for members and users who have elected to receive additional promotional materials and have expressly or implicitly granted NewCo permission to share their information with third parties. NewCo will also collect information based on the activity of its visitors, members and users on NewCo’s websites.

Although, we expect NewCo’s efforts will materially comply with applicable international, federal and state laws and regulations and such efforts will not materially harm its business, additional, more burdensome laws or regulations, including more restrictive consumer privacy and data security laws, could be enacted or applied to NewCo or its customers. Such laws or regulations could impair NewCo’s ability to collect member and user information and provide more targeted content and detailed lead data to its customers which may limit the growth of NewCo’s audience and revenues. Additionally, governmental authorities, such as the FTC, U.S. state attorneys general, and courts may interpret or apply consumer and data protection laws to require that the online collection, use and dissemination of data, and the presentation of website content, comply with certain standards for notice, choice, security and access, which could also be subject to conflicting or differing interpretations. We believe that NewCo will be in material compliance with applicable consumer and data protection laws, but a determination by a state or federal agency or court that any of NewCo’s practices do not comply with applicable laws and regulations could result in civil or criminal liability, adverse publicity and negatively affect NewCo’s businesses. New interpretations of these standards could also require NewCo to incur additional compliance costs and restrict its business operations.

Data privacy laws also are expanding across the United States in ways that may impact NewCo’s business. For example, the state of California has adopted a comprehensive data privacy law, the California Consumer Privacy Act (“CCPA”), which took effect in January 2020 and became enforceable in July 2020. The CCPA was

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amended in January 2023 by the California Privacy Rights Act (“CPRA”) which expanded consumers’ rights and data collection and processing obligations, including with respect to certain sensitive personal information. In addition, other states, such as Virginia, Colorado, Connecticut, Utah, Tennessee, Oregon, and Texas, among others, have passed comprehensive state data privacy laws similar to the CCPA and CPRA, which are either in effect or will go into effect in the near future. Additional states may likely pass similar data privacy laws in the future. These data privacy laws and regulations create obligations related to the collection and processing of personal information that may impose additional costs and obligations on NewCo and impact its ability to conduct its business. Governmental authorities also are addressing certain data practices (such as marketing), the collection of certain types of personal data (e.g., biometrics or children’s data) or otherwise addressing privacy concerns in various ways. These data privacy laws and regulations may impact NewCo’s business activities, including its identification of research subjects, relationships with business partners and ultimately the marketing and distribution of NewCo’s products. NewCo may be required to devote substantial resources to implement and maintain compliance with these laws, and noncompliance could result in regulatory investigations and fines or private litigation.

The U.S. Congress also is considering comprehensive federal data privacy legislation. At this time, it is unclear whether Congress will pass such a law and if so, when and what it will require and prohibit, and how it will interact with currently enacted or future comprehensive state data privacy laws and requirements under existing US federal laws related to personal data, including the CAN-SPAM Act and TCPA. The adoption of comprehensive federal data privacy legislation may require NewCo to incur significant costs for compliance, which may adversely affect the business and operating results.

Data privacy laws are also growing in many countries around the world that may impact NewCo’s business. The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Globally, virtually every jurisdiction in which NewCo will operate has established its own data security and privacy regulatory frameworks with which NewCo will need to comply. For example, the EU and its member states, and the United Kingdom enacted laws and regulations governing the collection, processing and use of personal information obtained from their citizens. NewCo may also be subject data privacy and protection laws in other jurisdictions, such as Canada’s Personal Information Protection and Electronic Documents Act, Brazil’s Lei Geral de Proteção de Dados Pessoais, Australia’s Privacy Act, India’s Digital Personal Data Protection Act, Saudi Arabia’s Personal Data Protection Law, China’s Personal Information Protection Law, and Japan’s Act on the Protection of Personal Information. Regulations in these and other jurisdictions have focused on the collection, processing, transfer, use, disclosure and security of personal information, such as an individual’s name, e-mail address or online identifier (such as an IP address). These laws may also provide consumers the right to access their information that a company has collected on them, correct it, request that it be deleted, or to stop the sale of such information to third parties.

The GDPR of the EU became effective in May 2018 and was designed to, among other things, harmonize disparate data privacy laws found across Europe. The GDPR implemented more rigorous principles relating to the data privacy and protection, including enhanced disclosure requirements regarding how personal information is obtained, used and shared; limitations on the purpose and storage of personal information; mandatory data breach notification requirements and enhanced standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. The GDPR’s application and scope are extensive and penalties for non-compliance are significant, including fines of up to 20 million Euros or 4% of total worldwide revenue. Further, other laws that the EU is considering, if enacted, could disrupt NewCo’s ability to use or transfer data or to market and sell its products and services, which could have a material adverse effect on NewCo’s business, financial condition, and operating results. New and evolving requirements may also impact transfer of personal data from other countries to the United States, particularly transfers from members of the EU. In addition, following Brexit, NewCo may also be required to meet standards for cross-border personal data transfers imposed by UK regulatory authorities. In the event that NewCo is deemed not in compliance with the GDPR or EU or UK law, or fails to maintain compliance, then NewCo would be exposed to material damages,

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costs and/or fines if a EU or UK regulator or resident commenced an action and could cause considerable harm to NewCo and its reputation (including requiring notification to customers, regulators, members and/or users), loss of confidence in NewCo’s services and deter customers from using its services.

NewCo’s customers may implement compliance measures that do not align with its services, which could limit the scope and delivery of services NewCo is able to provide. Customers may also require NewCo to implement additional privacy and security measures or impose other contractual obligations including, but not limited to, indemnification and liability obligations, which may cause NewCo to incur potential business disruptions and expenses. If NewCo’s policies and practices, or those of its customers, are, or are perceived to be, insufficient or if NewCo’s members, users, visitors or customers have concerns regarding its data privacy and protection practices, NewCo could be subject to enforcement actions or investigations by regulators, lawsuits by private parties or experience reduced member, user and visitor engagement, each of which could have a material adverse effect on NewCo’s business.

NewCo will also work with its partners to deliver targeted advertisements based on members’, users’ and visitors’ perceived commercial interests. We expect many of NewCo’s members, users and visitors will voluntarily provide NewCo with contact and other information when they visit or interact with its websites. NewCo will utilize data from third-party sources to augment its member and user profiles, including data provided by Informa under the Data Sharing Agreement and marketing databases so NewCo can personalize content, enhance analytical capabilities, better target its marketing programs and better qualify leads for its customers. However, if visitor, member and/or user and sentiment regarding the sharing of information changes, such as visitors to NewCo’s websites refusing to provide contact and other information, NewCo’s ability to personalize content and provide targeted marketing solutions would be materially impaired. If members and users choose to opt-out of behavioral targeting, it would be more difficult for NewCo to offer targeted marketing programs for its customers. If NewCo is unable to acquire data from third-party sources for whatever reason, or if there is a marked increase in the cost of obtaining such data, NewCo’s ability to personalize content and provide marketing solutions could be negatively impacted.

New and expanding proposals for laws and regulations regarding “Do Not Track” requirements that protect visitors’, members’ and users’ and right to choose whether or not to be tracked online may allow consumers to have greater control over the use of their information collected online, forbid the collection or use of such information, demand a business to comply with their choice to opt-out of such collection or use and place limits upon the disclosure of such information to third-party websites. Any such laws and regulations could have a significant impact on the operation of NewCo’s advertising and data businesses. U.S. regulatory agencies have also placed an increased focus on online privacy matters and, in particular, on online advertising activities that utilize cookies or other tracking tools. Consumer and industry groups have expressed concerns about online data collection and use by companies, which has resulted in the release of various binding industry self-regulatory codes of conduct and best practice guidelines for online behavioral advertising (“OBA”) and similar activities. These codes of conduct and best practice guidelines govern, among other things, the ways in which companies can collect, use and disclose user information for OBA purposes, including how companies must give notice of these practices, and what choices companies must provide to consumers regarding these practices.

NewCo may be required or otherwise choose to adopt “Do Not Track” mechanisms and abide by certain self-regulatory principles promulgated by the Digital Advertising Alliance and others for OBA and similar activities, which may impair NewCo’s ability to use its existing tracking technologies, to collect and sell member and user behavioral data, and engage with other third parties. This could cause NewCo’s net revenues to decline and adversely affect its operating results.

We endeavor for NewCo to be in material compliance with all applicable laws, regulations and self-regulatory data privacy and protection regimes. However, as referenced above, these laws, regulations and self-regulatory regimes may be modified, and/or new laws may be enacted in the future, which could materially affect NewCo’s business. Further, data protection authorities may interpret existing laws in new or conflicting ways.

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NewCo may deploy new products and services from time to time, which may also require it to change its compliance practices. Any such developments (or developments stemming from the enactment or modification of other laws) or NewCo’s failure to anticipate the application or interpretation of these laws accurately could create liability for NewCo, result in adverse publicity, increase its future compliance costs, make its products and services less attractive to NewCo’s members, users, visitors and customers, or cause it to change or limit its business practices and materially affect its business and operating results. Further, any failure or perceived failure on its part to comply with any relevant laws or regulations may subject NewCo to significant civil, criminal or contractual liabilities.

The loss of personal, confidential, and/or proprietary information due to NewCo’s cybersecurity systems or the systems of its customers, vendors, or partners being breached could cause NewCo to incur significant legal and financial exposure and liability, and materially adversely affect its business, operating results and reputation.

NewCo will retain personal, confidential, and/or proprietary information relating to its members and users, employees, and customers in secure database servers. The industry in which NewCo will operate is prone to cyber-attacks by third parties seeking access to its data or data NewCo will collect from its website visitors and members, or to disrupt its ability to provide service. TechTarget and the Informa Tech Digital Businesses have experience and NewCo will likely experience cyber-attacks targeting its database servers and information systems. Cyber-attacks may involve viruses, malware, ransomware, distributed denial-of-service attacks, phishing or other forms of social engineering (predominantly spear phishing attacks), and other methods seeking to gain unlawful access. NewCo may not be able to prevent unauthorized access to these secure database servers and information systems as a result of these third party actions, including intentional misconduct by criminal organizations and hackers or as a result of employee error, malfeasance or otherwise. A security breach could result in intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, the misappropriation of personal, confidential and/or proprietary information, disruptions in NewCo’s service, and in the unauthorized access to the data of NewCo’s customers or NewCo’s data, including intellectual property, business opportunity, and other confidential business information. Additionally, third parties may attempt to fraudulently induce NewCo’s employees, vendors, or customers into disclosing access credentials such as usernames, passwords or keys in order to gain access to NewCo’s database servers and information systems.

NewCo’s online networks could also be affected by cyber-attacks, and NewCo could inadvertently transmit viruses across its networks to its members, customers or other third parties. Cyber-attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although TechTarget and the Informa Tech Digital Businesses have developed systems and processes that are designed to protect their data and user data, to prevent data loss, to disable undesirable accounts and activities on their platforms, and to prevent or detect security breaches, we cannot assure that such measures will provide absolute security, and NewCo may incur significant costs in protecting against or remediating cyber-attacks.

Providing unimpeded access to NewCo’s online networks is critical to engaging with its website visitors and members and providing superior service to NewCo’s customers. NewCo’s inability to provide continuous access to its online networks could cause some of NewCo’s customers to discontinue purchasing marketing and advertising programs and services and/or prevent or deter NewCo’s members from accessing its networks. NewCo may be required to expend significant capital and other resources to protect against cyber-attacks. We cannot assure that any contractual provisions attempting to limit NewCo’s liability in these areas will be successful or enforceable, or that NewCo’s customers or other parties will accept such contractual provisions as part of NewCo’s agreements.

Many states and foreign jurisdictions in which NewCo will operate have enacted laws and regulations that will require NewCo to notify its members, website visitors, customers and, in some cases, governmental authorities and credit bureaus, in the event that certain personal information is accessed, or believed to have been accessed, without authorization. Certain regulations also require proscriptive policies to protect against such

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unauthorized access. Additionally, increasing regulatory demands will require NewCo to provide heightened protection of personal information to prevent identity theft and the disclosure of sensitive information. Should NewCo experience a loss of personal, confidential, and/or proprietary information, then efforts to regain compliance and address penalties imposed by contractual provisions or governmental authorities could increase NewCo’s costs significantly.

If NewCo were to experience a significant cybersecurity breach of its information systems or data, the costs associated with the investigation, remediation and potential notification of the breach to counterparties and data subjects could be material, in addition to potential costs related to regulatory investigations in the United States or other countries. In addition, NewCo’s remediation efforts may not be successful. If NewCo does not allocate and effectively manage the resources necessary to build and sustain the proper technology and cybersecurity infrastructure, NewCo could suffer significant business disruption, including transaction errors, processing inefficiencies, data loss or the loss of or damage to intellectual property or other proprietary information.

In addition to the foregoing, any breach of privacy laws or data security laws, particularly resulting in a significant security incident or breach involving the misappropriation, loss or other unauthorized use or disclosure of sensitive or confidential consumer information, could have a material adverse effect on NewCo’s business, reputation and financial condition. There is no assurance that privacy and security-related safeguards NewCo implements will protect it from all risks associated with the processing (by NewCo or its service providers), storage and transmission of such information.

NewCo’s business, which will be dependent on centrally located communications, computer hardware systems and cloud-based infrastructure providers, will be vulnerable to natural disasters, telecommunication and systems failures, terrorism and other problems, as well as disruption due to maintenance or high volume, all of which could reduce traffic on NewCo’s networks or websites and which could result in a negative impact on NewCo’s business.

NewCo’s operations will be dependent on its communications systems, computer hardware and cloud-based infrastructure providers, all of which will be located in data centers operated by third parties. These systems could be damaged by natural disasters, power loss, telecommunication failures, viruses, and hacking and NewCo’s cloud-based infrastructure providers could take actions, such as establishing unfavorable pricing terms or limiting access to service and other similar events outside of NewCo’s control, which would impact its ability to run its operations. NewCo’s insurance policies are expected to have limited coverage levels for loss or damages in these events and may not adequately compensate NewCo for any losses that may occur. In addition, terrorist acts or acts of war may cause harm to NewCo’s employees or damage its facilities, its customers or its vendors which could adversely impact NewCo’s revenues, costs and expenses and financial position. We expect that NewCo will be generally uninsured for losses and interruptions to its systems or cancellations of events caused by terrorist acts and acts of war.

NewCo’s ability to attract and maintain relationships with its members, customers and partners will depend on the satisfactory performance, reliability and availability of its internet infrastructure. NewCo’s internet marketing and advertising revenues will relate directly to the number of advertisements and other marketing opportunities delivered to its members. System interruptions or delays that result in the unavailability of websites or slower response times for members would reduce the number of advertising impressions and leads delivered to its customers. This could reduce NewCo’s revenues as the attractiveness of its websites to its members and advertisers decreases. We expect that NewCo’s insurance policies will provide only limited coverage for service interruptions and may not adequately compensate NewCo for any losses that may occur due to any failures or interruptions in NewCo’s systems. Further, we do not expect that NewCo will have multiple site capacity for all of its services in the event of any such occurrence.

In addition, NewCo’s networks and websites must accommodate a high volume of traffic and deliver frequently updated information. TechTarget and the Informa Tech Digital Businesses have experienced, and NewCo may experience in the future, slower response times due to higher than expected traffic, or decreased

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traffic, for a variety of reasons. There have been instances where TechTarget’s and the Informa Tech Digital Businesses’ online networks as a whole, or their respective websites individually, have been inaccessible. Also, slower response times, which have occurred more frequently, can result from general internet problems, routing and equipment problems involving third party internet access providers, problems with third party advertising servers, increased traffic to NewCo’s servers, viruses and other security breaches that are out of NewCo’s control. In addition, NewCo’s members will depend on internet service providers and online service providers for access to NewCo’s online networks or websites. Those providers have experienced outages and delays in the past and may experience outages or delays in the future. A prolonged outage of critical systems, networks or similar services would inhibit the delivery of products and services, increase costs, and adversely affect customer experience and reputation. Serious disruption could affect day-to-day operations and, potentially, colleague engagement. Moreover, NewCo’s internet infrastructure might not be able to support continued growth of NewCo’s online networks or websites. To effectively manage growth, these systems require an ongoing commitment of significant resources to maintain, protect, enhance and upgrade existing systems and develop and implement new systems to keep pace with changing technology and business needs. Any of these problems could result in less traffic to NewCo’s networks or websites or harm the perception of NewCo’s networks or websites as reliable sources of information. Less traffic on NewCo’s networks and websites or periodic interruptions in service could have the effect of reducing demand for marketing and advertising on NewCo’s networks or websites, thereby reducing its revenues.

NewCo’s business depends on continued and unimpeded access to the internet by NewCo and its members and users. If government regulations relating to the internet change, internet access providers may be able to block, degrade, or charge for access to certain of NewCo’s products and services, which could lead to additional expenses and the loss of customers.

NewCo’s products and services will depend on the ability of its members and users to access the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers have taken, or have stated that they may take measures, including legal actions, that could degrade, disrupt, or increase the cost of member access to NewCo’s advertisements or its third party publishers’ advertisements by restricting or prohibiting the use of infrastructure to support or facilitate NewCo’s offerings, or by charging increased fees to NewCo or its members to provide NewCo’s offerings. On December 14, 2017, the Federal Communications Commission voted to repeal the net neutrality rules which were intended, in part, to prevent network operators from discriminating against legal traffic that traverses their networks. It is unclear whether or if such a repeal will be subject to challenge or preemption if the U.S. Congress passes new laws regarding net neutrality.

In addition, as NewCo expands internationally, government regulations concerning the internet, in particular net neutrality, may be nascent or non-existent. Governments of one or more countries may seek to limit access to the platforms, or certain features of the platforms, or may seek to impose other restrictions that could adversely affect the availability of the platforms, or certain features of the platforms, for an extended period of time or indefinitely. In addition, governments in certain countries may seek to block or restrict access to the platforms if they consider the businesses to be in violation of their laws, including privacy laws, and may require the businesses to disclose or provide access to information in their possession. If NewCo fails to anticipate developments in the law or fails for any reason to comply with applicable law, the platforms could be further blocked or restricted, and NewCo could be exposed to significant liability that could harm the business. This regulatory environment, coupled with the potentially significant political and economic power of local network operators, could cause NewCo to experience discriminatory or anti-competitive practices that could impede its growth, cause NewCo to incur additional expense, or otherwise negatively affect NewCo’s business. Such interference could result in a loss of existing customers, and increased costs, and could impair NewCo’s ability to attract new customers, thereby harming its revenues and growth.

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NewCo may face risks associated with its use of certain artificial intelligence, machine learning, and large language models.

We expect NewCo’s business will use artificial intelligence and machine learning (“AI/ML”) technologies, including those offered by third parties, to enhance its content, audience engagement, and overall service offerings and to drive innovation and organizational efficiencies. We expect that NewCo will also explore, develop, and introduce new AI/ML capabilities and large language models, including generative AI features, into its service offerings and platforms to offer enhanced application functionality, updated product offerings, and improved customer experiences. As with many new and emerging technologies, the use of AI/ML presents risks and challenges that could affect their adoption, and therefore NewCo’s business. If NewCo enables or offers AI/ML features and solutions that draw controversy due to their perceived or actual impact on human rights, privacy, employment, or in other social, economic, or political contexts, NewCo may experience brand or reputational harm, competitive harm, or legal liability. Additionally, the use of AI/ML technologies may result in inaccurate outputs, contain biased information, or expose NewCo to other risks, which could result in incidents that cause harm to NewCo’s business, its customers, and to individuals. These deficiencies and other failures of AI/ML technologies could subject NewCo to regulatory action, legal liability, including under new and proposed state, federal, and international rules and laws regulating AI/ML, as well as new applications or interpretations of existing data protection, privacy, intellectual property, and other laws.

Issues around the implementation and use of AI/ML technologies are complex and the regulatory landscape continues to evolve. It is likely that new laws and regulations will be adopted, or that existing laws and regulations may be interpreted in new ways that would affect NewCo’s business and the ways in which NewCo uses, or contemplates the use of, AI/ML technology, its financial condition, and its results of operations, including as a result of the cost to comply with such laws or regulations. For example, the EU’s Artificial Intelligence Act (“AI Act”) introduces a regulatory landscape that businesses will need to navigate with caution. The AI Act’s stringent measures against certain AI/ML applications may impact businesses in this sector. Such measures include prohibitions on AI/ML technologies that utilize sensitive personal attributes for biometric categorization, restrictions on indiscriminate collection of facial images for recognition databases, and limitations on emotion recognition systems that could be employed in consumer analysis or employee monitoring. Businesses must also be aware of the comprehensive transparency requirements mandated for general-purpose AI systems. This entails maintaining detailed technical documentation and ensuring compliance with the EU’s copyright laws, with even more rigorous standards for high-impact general AI/ML models. These models require exhaustive evaluations, risk assessments related to systemic impacts, adversarial testing and reporting on aspects like energy efficiency, indicating a significant compliance burden for businesses. The scale of penalties for non-compliance range up to €35 million or 7% of global turnover, underscoring the importance of adherence to the new regulations where applicable. To comply with the AI Act, businesses like NewCo will need to take a proactive approach to regulatory compliance, risk management and infrastructure investment.

Further, potential government regulation related to AI/ML use and ethics may also increase the burden and cost of compliance and utilization of AI/ML, and failure to properly remediate AI/ML usage or ethics issues may cause public confidence in AI/ML to be undermined, which could slow their adoption in NewCo’s offerings and services. In addition, market acceptance of AI/ML is uncertain, and NewCo may be unsuccessful in its service and product development efforts. Any of these factors could adversely affect NewCo’s business, financial condition, and results of operations.

If NewCo does not maintain proper and effective disclosure controls and procedures and internal control over financial reporting, its ability to produce accurate financial statements could be impaired, which could adversely affect its operating results, its ability to operate its business and investors’ views of NewCo.

Ensuring that NewCo has adequate disclosure controls and procedures, including internal financial and accounting controls and procedures, in place to help ensure that NewCo can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. On an ongoing basis, NewCo will need to document and both NewCo and its independent auditors will need to test NewCo’s internal controls over financial reporting in connection with the requirements of Section 404 of the

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Sarbanes-Oxley Act and, as part of that documentation and testing, NewCo management will need to identify areas for further attention and improvement. Implementing any appropriate changes to NewCo’s internal controls may entail substantial costs in order to modify its existing accounting systems, take a significant period of time to complete, and distract its officers, directors and employees from the operation of its business. For example, we expect that NewCo will need to design and implement financial reporting and management review controls, together with IT general and application controls for all systems which materially impact financial reporting of the Informa Tech Digital Businesses’ following the Closing, the cost of which may be material. These changes may not, however, be effective in maintaining the adequacy of NewCo’s internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase NewCo’s operating costs and could materially impair NewCo’s ability to operate its business. In addition, investors’ perceptions that NewCo’s internal controls are inadequate or that NewCo is unable to produce accurate financial statements may materially and adversely affect the price of NewCo common stock.

NewCo’s ability to raise capital in the future may be limited.

NewCo’s business and operations may consume resources faster than we anticipate. In the future, NewCo may need to raise additional funds to expand its sales and marketing and service development efforts or to make acquisitions. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, NewCo may be unable to fund the expansion of its sales and marketing and research and development efforts or take advantage of acquisition or other opportunities, which could seriously harm NewCo’s business and operating results. If NewCo incurs debt, the debt holders would have rights senior to NewCo’s common stockholders to make claims on its assets and the terms of any debt could restrict NewCo’s operations, including its ability to pay dividends on its common stock. Furthermore, if NewCo issues additional equity securities, stockholders, other than Informa, may experience dilution, and the new equity securities could have rights senior to those of NewCo common stock. Any debt financing is likely to have financial and other covenants that could have an adverse impact on NewCo’s business if NewCo does not achieve its projected results. Because NewCo’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, we cannot predict or estimate the amount, timing or nature of NewCo’s future offerings. Thus, NewCo’s stockholders bear the risk of its future securities offerings reducing the market price of NewCo common stock and diluting their interest.

The impairment of a significant amount of goodwill and intangible assets on NewCo’s balance sheet could result in a decrease in earnings and, as a result, NewCo’s stock price could decline.

TechTarget and the Informa Tech Digital Businesses have acquired assets and businesses over time, some of which have resulted in the recording of a significant amount of goodwill and/or intangible assets on their respective consolidated financial statements. On a pro forma basis, NewCo had $1.28 billion of goodwill and $1.22 billion of net intangible assets as of March 31, 2024. The goodwill was recorded because the fair value of the net tangible assets and/or intangible assets acquired was less than the purchase price. NewCo may not realize the full value of the goodwill and/or intangible assets. NewCo will evaluate goodwill and other intangible assets with indefinite useful lives for impairment on an annual basis or more frequently if events or circumstances suggest that the asset may be impaired. On a pro forma basis, NewCo did not have any intangible assets, other than goodwill, with indefinite lives as of March 31, 2024. NewCo will evaluate other intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. If goodwill or other intangible assets are determined to be impaired, NewCo will write-off the unrecoverable portion as a charge to its earnings. If NewCo acquires new assets and businesses in the future, as we expect NewCo will, NewCo may record additional goodwill and/or intangible assets. The possible write-off of the goodwill and/or intangible assets could negatively impact NewCo’s future earnings and, as a result, the market price of NewCo common stock could decline.

NewCo’s significant indebtedness could adversely affect its financial condition.

As of March 31, 2024, TechTarget had $51 million in aggregate principal amount of 0.125% convertible senior notes due 2025 and $414 million in aggregate principal of 0.0% convertible senior notes due 2026 (collectively, the “TechTarget convertible notes”) outstanding. Following the closing of the Transactions,

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TechTarget, NewCo and the trustee under the indentures governing the TechTarget convertible notes are expected to enter into a supplemental indenture (to be effective upon the completion of the Transactions) pursuant to which, among other things, NewCo will be added as a co-issuer of the TechTarget convertible notes and co-obligor, jointly and severally with TechTarget, to the obligations of TechTarget under the TechTarget convertible notes and each indenture governing the TechTarget convertible notes. In addition, TechTarget and NewCo are obligated under the Transaction Agreement to use their reasonable best efforts to enter into a revolving credit facility or other senior lending facility, which shall be entered into prior to (but effective upon) the closing of the proposed Transactions, with commitments of at least $250,000,000 to be used (together with TechTarget’s and its subsidiaries available cash on hand) to satisfy TechTarget’s obligations under the TechTarget convertible notes and for general working capital purposes. The significant amount of indebtedness NewCo will carry and may carry in the future could limit its ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, stock repurchases or other purposes.

NewCo’s outstanding indebtedness following the Closing may also increase its vulnerability to adverse economic, market and industry conditions, limit its flexibility in planning for, or reacting to, changes in its business operations or to NewCo’s industry overall, and place NewCo at a disadvantage in relation to its competitors that have lower debt levels. NewCo’s ability to refinance or repay at maturity its indebtedness will depend on the capital markets and its financial condition at such time and NewCo ultimately may not be able to do so on desirable terms or at all, which could result in a default under NewCo’s debt obligations. Any or all of the above events and/or factors could have an adverse effect on NewCo’s results of operations and financial condition.

Taxing authorities may successfully assert that TechTarget or the Informa Tech Digital Businesses should have collected, or in the future NewCo should collect, sales and use, value added, or similar taxes, and NewCo could be subject to liability with respect to past sales by TechTarget or the Informa Tech Digital Businesses or future sales, which could adversely affect its results of operations.

Neither TechTarget nor the Informa Tech Digital Businesses collect sales and use, value added, or similar taxes in all jurisdictions in which they have sales, based on their understanding that such taxes are not applicable. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which TechTarget and/or the Informa Tech Digital Businesses do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and NewCo may be required to collect such taxes in the future. Such tax assessments, penalties, and interest, or future requirements, may adversely affect NewCo’s results of operations.

Changes in applicable tax laws could result in adverse tax consequences to NewCo.

NewCo’s tax positions could be adversely impacted by changes to tax laws, tax treaties, or tax regulations or the interpretation or enforcement thereof by any tax authority in which NewCo files income tax returns, particularly in the United States and the United Kingdom. NewCo cannot predict the outcome of any specific legislative proposals.

Global taxing standards continue to evolve as a result of the Organization for Economic Co-Operation and Development (OECD) recommendations aimed at preventing perceived base erosion and profit shifting by multinational corporations. While these recommendations do not change tax law, the countries where NewCo will operate may implement legislation or take unilateral actions which may result in adverse effects to NewCo’s future income tax provision and financial statements.

Risks Related to the Informa Tech Digital Businesses

The Informa Group only recently acquired certain of the businesses that constitute the Informa Tech Digital Businesses. The failure to successfully execute and integrate acquisitions and the different products and services associated with such acquisitions could negatively impact the financial condition and results of operations of the Informa Tech Digital Businesses.

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The Informa Group only recently acquired certain of the businesses that constitute the Informa Tech Digital Businesses, including IHS Markit Technology, which was combined with Ovum to create Omdia, in August 2019, NetLine in November 2021, Industry Dive in September 2022 and Canalys in September 2023. The acquisition of these businesses and their subsequent integration involves risks and uncertainties, including the following:

• difficulties in integrating and managing the combined operations, technology platforms, or offerings of the acquired companies and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies;

• failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow;

• diversion of management’s attention or other resources from existing business;

• inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired businesses;

• uncertainty of entry into businesses or geographies in which limited or no prior operations have occurred or in which competitors have stronger positions;

• unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses;

• responsibility for the liabilities of acquired businesses, including those that were not disclosed or exceed our estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws;

• difficulties in or costs associated with assigning or transferring the acquired companies’ intellectual property or its licenses to third-party intellectual property;

• inability to maintain culture and values, ethical standards, controls, procedures, and policies;

• challenges in integrating the workforce of acquired companies and the potential loss of key employees;

• challenges in integrating and auditing the financial statements of acquired companies, including as a result of their not having historically prepared financial statements in accordance with United States GAAP; and

• potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.

The failure to successfully execute and integrate acquisitions and the different products and services associated with such acquisitions could negatively impact the financial condition and results of operations of the Informa Tech Digital Businesses. Moreover, integration of the recently acquired Informa Tech Digital Businesses into the Informa Group was at varying stages of completeness prior to the announcement of the Transactions.

Because the operation of the Informa Tech Digital Businesses was not fully integrated prior to the announcement of the Transactions and they have never operated as a standalone business it may be difficult to fully separate the Informa Tech Digital Businesses from the Informa Group prior to the expiration of the various transition services agreements for the benefit of NewCo. The Informa Tech Digital Businesses may need to acquire resources in addition to, and eventually in lieu of, those provided by the Informa Group to it, and may also face difficulty in separating its resources from the Informa Group’s resources and integrating newly acquired resources into the Informa Tech Digital Businesses.

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During the preparation of the Informa Tech Digital Businesses’ financial statements for this combined proxy statement/prospectus, material weaknesses were identified in its internal control over financial reporting. Failure to establish and maintain effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act and remediate these material weaknesses could have an adverse effect on the Informa Tech Digital Businesses’ business and results of operation.

In connection with the preparation and audit of the Informa Tech Digital Businesses’ combined financial statements as of December 31, 2023 and 2022, and for the three years ended December 31, 2023, the Informa Tech Digital Businesses’ management identified certain control deficiencies in the design and implementation of its internal control over financial reporting that constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. The Informa Tech Digital Businesses have historically operated as part of Informa Tech operating segment of Informa and its subsidiaries and not as a standalone entity with separate legal status of existence. Accordingly, accounting policies and procedures were designed for Informa financial reporting and not for the Informa Tech Digital Businesses as a standalone entity.

The material weaknesses were driven by: (i) lack of formal documented policies and procedures and inadequate design and performance of controls over financial reporting, including documented evidence and level of precision in the execution of controls across significant business processes; (ii) ineffective IT general control environment, including lack of segregation of duties, supporting the financial reporting systems that do not utilize the Informa Tech Digital Businesses’ main enterprise resource planning systems of SAP and Oracle; and (iii) lack of sufficient resources with the appropriate level of technical U.S. GAAP accounting knowledge, experience and training to ensure proper accounting for complex, non-routine transactions required for accurate and timely financial reporting.

Management is developing a plan to remediate the material weaknesses identified, including: (a) designing and implementing a financial reporting control framework, including management review controls, together with IT general and application controls for all systems which materially impact financial reporting; and (b) providing relevant U.S. GAAP technical accounting, internal controls over financial reporting and SEC financial reporting requirements training for personnel.

Neither management nor an independent registered public accounting firm has performed an evaluation of the Informa Tech Digital Businesses’ internal control over financial reporting in accordance with the provision of the Sarbanes-Oxley Act because no such evaluation has been required. However, upon Closing, the Informa Tech Digital Businesses will be part of NewCo. Management will therefore be required to certify the effectiveness of NewCo’s internal controls over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act and is expected to become subject to auditor attestation requirements pursuant to Section 404(b) of the Sarbanes-Oxley Act, beginning with the filing of NewCo’s Annual Report on Form 10-K for the year ended December 31, 2025.

Management cannot assure that they will be successful in remediating the material weaknesses identified in the internal controls over financial reporting as of December 31, 2025. The failure to correct the material weaknesses or the failure to discover and address any other material weaknesses or deficiencies could result in inaccuracies in the financial statements and impair the ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

Risks Related to the Ownership of NewCo Common Stock

The following are risk factors that relate to the ownership of the common stock of the combined company, NewCo. In this section, unless the context requires otherwise, references to “TechTarget” refer to TechTarget, Inc. and its consolidated subsidiaries before the completion of the Transactions; references to “NewCo,” “we,” “our,” or “us” refer to NewCo and its consolidated subsidiaries, after the completion of the Transactions.

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Following the completion of the Transactions, NewCo will be controlled by Informa. The interests of Informa may differ from the interests of other stockholders of NewCo.

Immediately following the Closing, Informa will beneficially own 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans). Under the Stockholders Agreement, Informa will have the right under certain circumstances to acquire additional equity securities of NewCo pursuant to Pre-Agreed Procedures, preemptive rights and percentage maintenance rights without the approval of an RPT Committee.

Through its ownership of at least a majority of the shares of NewCo common stock and the provisions set forth in the NewCo Charter, the NewCo Bylaws and the Stockholders Agreement, Informa will have the ability to designate and elect a majority of the directors of the NewCo Board. The Stockholders Agreement provides that, for so long as Informa beneficially owns more than 50% of the outstanding shares of NewCo common stock, to the extent permitted by applicable law, unless otherwise agreed to in writing by Informa HoldCo, NewCo will avail itself of certain available “Controlled Company” exemptions to the corporate governance listing standards of the Exchange (in whole or in part, as requested by Informa HoldCo) that would otherwise require, among other things, NewCo to have a majority of the board of directors consist of independent directors.

Under the Stockholders Agreement, the NewCo Board will initially have three directors not designated by Informa and five directors designated by Informa, as well as the Chief Executive Officer of NewCo, who will be the current Chief Executive Officer of the Informa Tech division. For further information regarding the NewCo Board and its committees following the Closing, please see “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus.

Pursuant to the terms of the Stockholders Agreement, Informa will have the right to consent to certain material actions of NewCo and its subsidiaries for so long as it maintains certain ownership percentages, including over certain mergers and acquisitions, sales of assets, the incurrence of indebtedness, issuances of securities and the termination of the employment or the appointment of a new Chief Executive Officer of NewCo. For as long as Informa beneficially owns a majority of the outstanding shares of NewCo common stock, Informa will also have control over certain matters submitted to stockholders for approval, including the election of directors, the adoption of amendments to the NewCo Charter that do not require approval by the holders of separate classes or series of capital stock and the approval of certain mergers, consolidations or sales of all or substantially all of NewCo’s assets. Subject to the terms of the Stockholders Agreement, Informa has agreed to vote in favor of the election of director nominees not designated by Informa. The rights and obligations of Informa are described in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus. Informa and its subsidiaries may have different interests than other holders of NewCo common stock and may make decisions adverse to your interests.

Among other things, Informa’s control could delay, defer, or prevent a sale of NewCo that NewCo’s other stockholders support, or, conversely, this control could result in the consummation of such a transaction that other stockholders do not support. This concentrated control could discourage a potential investor from seeking to acquire NewCo common stock and, as a result, might impact the market price of NewCo common stock.

Following the completion of the Transactions, Informa will be prohibited, subject to certain exceptions, from transferring shares of NewCo common stock or acquiring more shares of NewCo common stock until the second anniversary of the Closing, after which, subject to restrictions, it will be permitted to transfer its shares of NewCo common stock and acquire more shares of NewCo common stock, which could have a negative impact on NewCo’s stock price or ability to maintain the Exchange’s continued listing requirements.

For two years following the completion of the Transactions (unless the Third Trigger Date has occurred prior to such date), Informa will be prohibited from transferring any of its shares of NewCo common stock other than to a controlled affiliate of Informa, without the approval of an RPT Committee. Following such two-year

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lock-up period, the Informa Group will be permitted, subject to restrictions explained in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus, to sell or otherwise transfer shares of NewCo common stock, including in public offerings pursuant to registration rights to be granted by NewCo. Any such sale or other transfers could significantly increase the number of shares of NewCo common stock available to be traded in the equity markets, which could cause a decrease in the trading price of shares of NewCo common stock. In addition, even if Informa does not transfer a large number of its shares into the market, the potential for Informa to sell large numbers of shares into the market may depress the trading price of shares of NewCo common stock.

For two years following the completion of the Transactions, the Informa Group is prohibited from acquiring or seeking to acquire, directly or indirectly, additional shares of NewCo common stock that would result in the Informa Group having an ownership percentage of the outstanding NewCo common stock greater than the percentage of outstanding NewCo common stock they own as of the Closing Date, subject to certain exceptions explained in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus. Following the two-year standstill period, the Informa Group will be permitted, subject to restrictions explained in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus, to acquire or seek to acquire, directly or indirectly, additional shares of NewCo common stock which may have an adverse effect on NewCo’s ability to remain in compliance with the Exchange’s continued listing requirements, including requirements with respect to maintaining a minimum number of holders of the NewCo common stock. A delisting of the NewCo common stock, or the potential for a delisting, could depress the trading price of shares of NewCo common stock.

The shares of NewCo common stock to be received by TechTarget’s stockholders as a result of the Transactions will have different rights from the shares of TechTarget common stock that those holders currently own.

Following the Closing, TechTarget’s stockholders will no longer be stockholders of TechTarget but will instead be stockholders of NewCo holding NewCo common stock. There are important differences between the rights of TechTarget stockholders and the rights of holders of NewCo common stock. For a description of different rights associated with TechTarget common stock and NewCo common stock, see the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 231 of this combined proxy statement/prospectus.

No trading market currently exists for NewCo common stock.

Prior to the Closing, there will be no trading market for the NewCo common stock. At the Closing, the NewCo common stock is expected to be listed for trading on The Nasdaq Global Market (“Nasdaq”). However, there can be no assurance that an active market for the NewCo common stock will develop after the Closing, or if it develops, that such market will be sustained. In the absence of an active trading market for the NewCo common stock, investors may not be able to sell their NewCo common stock at the time that they would like to sell.

Following the completion of the Transactions, Informa will have the right to purchase additional securities of NewCo, which could have a negative impact on NewCo’s stock price.

Following the completion of the Transactions, Informa HoldCo will have the option (but not the obligation) to, among other things, (i) purchase securities of NewCo in connection with securities being issued as consideration in an acquisition transaction, or a public offering or private placement of NewCo securities, or under other circumstances where NewCo securities are not being offered for cash by NewCo, in each case at prices determined based upon Pre-Agreed Procedures without the need for the approval of an RPT Committee and (ii) purchase additional shares of NewCo common stock up to its percentage maintenance share in connection with the issuance of equity awards or securities of NewCo pursuant to any “at the market” program,

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on a quarterly basis and at prices determined based upon Pre-Agreed Procedures. Any such purchase by Informa HoldCo could significantly increase the number of shares of NewCo common stock outstanding, which could cause a decrease in the trading price of shares of NewCo common stock. In addition, even if Informa HoldCo does not exercise its rights to purchase, the existence of such rights may depress the trading price of shares of NewCo common stock. For a more complete description of Informa’s right to purchase additional securities of NewCo, see the section titled “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 190 of this combined proxy statement/prospectus.

The benefits and synergies attributable to the Transactions may vary from expectations, which may negatively affect the market price of shares of NewCo common stock.

TechTarget currently expects that the Transactions will result in a number of benefits and synergies, including, but not limited to, operating synergies and stronger fundamental demand for NewCo’s products and services, and that the Transactions will be accretive to NewCo’s earnings. These expectations are based on current estimates and assumptions that may prove to be incorrect. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. In addition, future events and conditions, including, but not limited to, adverse changes in market conditions, regulatory framework, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the Transactions could decrease or delay the accretion that is currently anticipated or could result in dilution. Any dilution of, decrease in, or delay of any accretion to NewCo’s earnings per share could cause the price of shares of NewCo common stock to decline or grow at a reduced rate.

The price of NewCo common stock may be volatile, and holders of NewCo common stock may be unable to resell their NewCo Common Stock at or above their purchase price or at all.

The market price for NewCo common stock may fluctuate significantly in response to a number of factors, most of which NewCo cannot control, including, among others:

• trends and changes in consumer preferences in the industries in which NewCo operates;

• changes in general economic or market conditions or trends in NewCo’s industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces;

• changes in key personnel;

• NewCo’s entry into new markets;

• changes in NewCo’s operating performance;

• investors’ perceptions of NewCo’s prospects and the prospects of the businesses in which it participates;

• fluctuations in quarterly revenue and operating results, as well as differences between NewCo’s actual financial and operating results and those expected by investors;

• the public’s response to press releases or other public announcements by NewCo or third parties, including NewCo’s filings with the SEC;

• announcements relating to litigation;

• guidance, if any, that NewCo provides to the public, any changes in such guidance or NewCo’s failure to meet such guidance;

• changes in financial estimates or ratings by any securities analysts who follow NewCo common stock, NewCo’s failure to meet such estimates or failure of those analysts to initiate or maintain coverage of the NewCo common stock;

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• downgrades in NewCo’s credit ratings or the credit ratings of its competitors;

• the development and sustainability of an active trading market for NewCo common stock;

• investor perceptions of the investment opportunity associated with NewCo common stock relative to other investment alternatives;

• the inclusion, exclusion, or removal of NewCo common stock from any trading indices;

• future sales of NewCo common stock by its officers, directors, and significant stockholders;

• other events or factors, including those resulting from system failures and disruptions, hurricanes, pandemics, wars, acts of terrorism, other natural disasters, or responses to such events;

• changes in financial markets or general economic conditions, including, for example, due to the effects of recession or slow economic growth in the United States and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, including the conflict involving Russia and Ukraine and in the Middle East, acts of terrorism, and pandemics or other public health crises;

• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and

• changes in accounting principles.

These and other factors may lower the market price of NewCo common stock, regardless of its actual operating performance. As a result, NewCo common stock may trade at prices significantly below the price at which shares were purchased.

In addition, the stock markets, including Nasdaq, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If NewCo were to become involved in securities litigation, it could incur substantial costs and its resources and the attention of management could be diverted from its business.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This combined proxy statement/prospectus contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the Transactions; the ability of the parties to complete the Transactions considering the various closing conditions; the expected benefits of the Transactions, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of NewCo following completion of the Transactions; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern TechTarget’s or Informa’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: that one or more closing conditions to the Transactions, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transactions, may require conditions, limitations, or restrictions in connection with such approvals or that the required approval by the shareholders of TechTarget may not be obtained; the risk that the Transactions may not be completed in the time frame expected by Informa, TechTarget or NewCo, or at all; unexpected costs, charges, or expenses resulting from the Transactions; uncertainty regarding the expected financial performance of NewCo following completion of the Transactions; failure to realize the anticipated benefits of the Transactions, including as a result of delay in completing the Transactions or integrating the Informa Tech Digital Businesses with the business of TechTarget; the ability of NewCo to implement its business strategy; difficulties and delays in NewCo achieving revenue and cost synergies; the occurrence of any event that could give rise to termination of the Transaction Agreement; potential litigation in connection with the Transactions or other settlements or investigations that may affect the timing or occurrence of the Transactions or result in significant costs of defense, indemnification, and liability; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administration; risks related to disruption of management time from ongoing business operations due to the Transactions; certain restrictions during the pendency of the Transactions that may impact TechTarget’s ability to pursue certain business opportunities or strategic transactions; NewCo’s ability to meet expectations regarding the accounting and tax treatments of the Transactions; the risk that any announcements relating to the Transactions could have adverse effects on the market price of TechTarget common stock; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of either or both of TechTarget and the Informa Tech Digital Businesses to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders, strategic partners and other business relationships and on its operating results and business generally; market acceptance of TechTarget’s and the Informa Tech Digital Businesses’ products and services; the impact of pandemics and future health epidemics and any related economic downturns on TechTarget, the Informa Tech Digital

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Businesses or NewCo and the markets in which they and their customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and interest rate fluctuations on the operating results of TechTarget, the Informa Tech Digital Businesses and NewCo; and other matters included in TechTarget’s filings with the SEC, including in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. The summary of risks and uncertainties, as well as the other risks described elsewhere in this combined proxy statement/prospectus, should not be considered to be a complete statement of all potential risks and uncertainties that may affect the Transactions and the parties to them. Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, the progress and timing of the Transactions and NewCo’s actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this combined proxy statement/prospectus.

Any forward-looking statements speak only as of the date of this combined proxy statement/prospectus. None of Informa, TechTarget, or CombineCo undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

TechTarget is providing this combined proxy statement/prospectus to its stockholders in connection with the solicitation of proxies to be voted at the TechTarget special meeting (or any adjournment or postponement of such special meeting) that TechTarget has called to consider and vote on the proposals set forth below.

This combined proxy statement/prospectus is first being mailed to TechTarget stockholders on or about     , 2024.

Date, Time and Place of Special Meeting

The special meeting will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 on     , 2024, at      a.m., Eastern time.

Purpose of the Special Meeting

The purpose of the special meeting is to consider the following matters:

• a proposal (the “Transaction Proposal”) to adopt the Transaction Agreement;

• a proposal (“the Compensation Proposal”) to approve, on a non-binding, advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions, including the Merger;

• a proposal (the “Incentive Plan Proposal”) to approve and adopt the proposed NewCo Incentive Plan, a copy of which is attached as Annex N to this combined proxy statement/prospectus;

• a proposal (the “ESPP Proposal”) to approve and adopt the proposed NewCo ESPP, a copy of which is attached as Annex O to this combined proxy statement/prospectus; and

• a proposal (the “Adjournment Proposal”) to adjourn TechTarget’s special meeting if TechTarget determines it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (such meeting, including any adjournment or postponement thereof, the “special meeting”).

Record Date for the Special Meeting

The record date for the special meeting is as of the close of business on     , 2024.

Shares Entitled to Vote

Only TechTarget stockholders of record at the close of business on the record date of     , 2024, will be entitled to receive notice of and to vote at the special meeting or any adjournment or postponement thereof. Shares of TechTarget common stock held by TechTarget as treasury shares and by TechTarget’s subsidiaries will not be entitled to vote.

As of the close of business on the record date of     , 2024, there were      shares of TechTarget common stock outstanding and entitled to vote at the special meeting. Each holder of TechTarget common stock is entitled to one vote for each share of TechTarget common stock owned as of the close of business on the record date.

Quorum

The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of TechTarget common stock issued, outstanding and entitled to vote will constitute a quorum.

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A stockholder will be deemed “present” at the special meeting by proxy if the stockholder has returned a proxy by mail, by telephone, or via the Internet (even if the proxy contains no instructions as to voting or abstains from voting). If you do not return your proxy card or submit your proxy by telephone, via the Internet or vote in person at the special meeting, your vote will not be counted and it will be less likely that there will be a quorum to conduct business at the special meeting and that the vote necessary to adopt the Transaction Agreement will be obtained.

Proxies received but marked as abstentions, if any, and broker non-votes, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

Votes Required; Abstentions and Broker Non-Votes

The required votes to approve the TechTarget proposals are as follows:

• To approve the Transaction Proposal, holders of a majority of the outstanding shares of TechTarget common stock entitled to vote thereon must vote in favor of adoption of the Transaction Agreement. Because approval is based on the affirmative vote of a majority of the outstanding shares of TechTarget common stock entitled to vote thereon, a TechTarget stockholder’s failure to vote in person or by proxy at the special meeting, or an abstention from voting, or the failure of a TechTarget stockholder who holds his or her shares in “street name” through a broker, nominee, fiduciary or other custodian or other nominee to give voting instructions to such broker, nominee, fiduciary or other custodian or other nominee, will have the same effect as a vote against the proposal.

• To approve the Compensation Proposal, a majority of the votes properly cast for or against the proposal is required assuming that a quorum is present or represented at the special meeting. An abstention, a failure to submit a proxy, or the failure of a TechTarget stockholder who holds his or her shares in “street name” through a broker, nominee, fiduciary or other custodian or other nominee to give voting instructions to such broker, nominee, fiduciary or other custodian or other nominee will not have an effect on the outcome of the vote for the proposal.

• To approve the Incentive Plan Proposal, a majority of the votes properly cast for or against the proposal is required assuming that a quorum is present or represented at the special meeting. An abstention, a failure to submit a proxy, or the failure of a TechTarget stockholder who holds his or her shares in “street name” through a broker, nominee, fiduciary or other custodian or other nominee to give voting instructions to such broker, nominee, fiduciary or other custodian or other nominee will not have an effect on the outcome of the vote for the proposal.

• To approve the ESPP Proposal, a majority of the votes properly cast for or against the proposal is required assuming that a quorum is present or represented at the special meeting. An abstention, a failure to submit a proxy, or the failure of a TechTarget stockholder who holds his or her shares in “street name” through a broker, nominee, fiduciary or other custodian or other nominee to give voting instructions to such broker, nominee, fiduciary or other custodian or other nominee will not have an effect on the outcome of the vote for the proposal.

• To approve the Adjournment Proposal, a majority of the votes properly cast for or against the proposal is required assuming that a quorum is present or represented at the special meeting. An abstention, a failure to submit a proxy, or the failure of a TechTarget stockholder who holds his or her shares in “street name” through a broker, nominee, fiduciary or other custodian or other nominee to give voting instructions to such broker, nominee, fiduciary or other custodian or other nominee will not have an effect on the outcome of the vote for the proposal.

A complete list of TechTarget stockholders entitled to vote at the special meeting will be available for inspection at the principal place of business of TechTarget during regular business hours for a period of no less than 10 days ending on the day before the date of the special meeting and during and at the place of the special meeting.

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If your shares are held in an account of a broker, nominee, fiduciary or other custodian or through another nominee, you must instruct the broker, nominee, fiduciary or other custodian or other nominee on how to vote your shares. If you do not provide voting instructions to your broker, nominee, fiduciary or other custodian or other nominee, your shares will not be voted on any proposal on which your broker, nominee, fiduciary or other custodian or other nominee does not have discretionary authority to vote.

Under Nasdaq rules, brokers, nominees, fiduciaries or other custodians or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on by you at the special meeting are “non-routine” matters, and therefore brokers do not have discretionary authority to vote on any of the proposals. Broker non-votes occur when a broker, nominee, fiduciary or other custodian or other nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power but does have discretionary voting power with respect to some proposals presented at a meeting. Because it is expected that all proposals to be voted on by you at the special meeting are “non-routine” matters, we do not expect broker non-votes to occur.

Voting by TechTarget Directors and Executive Officers

At the close of business on the record date for the special meeting, TechTarget’s directors and executive officers and their affiliates beneficially owned and had the right to vote      shares of TechTarget common stock at the special meeting, which represents approximately      % of the shares of TechTarget common stock entitled to vote at the special meeting.

It is expected that TechTarget directors and executive officers and their affiliates will vote their shares:

• FOR the adoption of the Transaction Agreement;

• FOR the Compensation Proposal;

• FOR the Incentive Plan Proposal;

• FOR the ESPP Proposal; and

• FOR the Adjournment Proposal.

However, no director or executive officer has entered into any agreement obligating him or her to vote in any particular way.

Voting in Person at the Special Meeting

Holders of record of TechTarget common stock, as well as holders who hold their shares in “street name” who obtain a proxy from their broker, may vote in person by ballot at the special meeting.

How to Vote by Proxy

Stockholders of record may vote by submitting their proxies:

• by telephone, by calling the toll-free number 1-800-652-VOTE (8683) and following the recorded instructions;

• by accessing the Internet website at www.envisionreports.com/TTGTspecial and following the instructions on the website; or

• by mail, by indicating their vote on each proxy card received, signing and dating each proxy card and returning each proxy card in the prepaid envelope that accompanied the proxy card.

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The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded.

Stockholders of TechTarget who hold their shares in “street name” by a broker, nominee, fiduciary or other custodian or other nominee should refer to the proxy card or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

TechTarget strongly recommends that you submit your proxy even if you plan to attend the special meeting. If you attend the special meeting and are a stockholder of record, you may vote by ballot, thereby revoking any proxy previously submitted. If you properly submit your proxy in time for it to be voted at the special meeting, one of the individuals named as your proxy will vote your shares as you have directed. If you hold your shares in “street name,” you will have to obtain a legal proxy in your name from the broker, nominee, fiduciary or other custodian who holds your shares in order to vote in person at the special meeting. You may vote for or against the proposals or abstain from voting.

Proxies Without Instruction

If you are a stockholder of record and submit your proxy, but do not make specific choices with respect to the proposals, your proxy will follow the TechTarget Board’s recommendations and your shares will be voted:

• FOR the proposal to adopt the Transaction Agreement (under such circumstances, your proxy will constitute a waiver of your right of appraisal under Section 262 of the DGCL in respect of the shares voted pursuant to such proxy and will nullify any previously delivered written demand for appraisal under Section 262 of the DGCL in respect of such shares);

• FOR the Compensation Proposal;

• FOR the Incentive Plan Proposal;

• FOR the ESPP Proposal; and

• FOR the Adjournment Proposal.

Revocation of Proxies

Stockholders may revoke their proxy and/or change their vote at any time before their shares are voted at the special meeting. If you are the record holder of your shares, you may revoke your proxy and change your vote in any of the following ways:

• You may submit another properly completed proxy card with a later date.

• You may grant a subsequent proxy by telephone or through the Internet.

• You may send a timely written notice that you are revoking your proxy to our Secretary at TechTarget, Inc. at our principal executive offices at 275 Grove Street, Newton, Massachusetts 02466.

• You may attend the special meeting and vote in person. Simply attending the special meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you may revoke your proxy and change your vote by following the instructions provided by your broker or bank.

At the special meeting, your most current proxy card or telephone or Internet proxy is the one that will be voted.

Solicitation of Proxies

This combined proxy statement/prospectus is furnished in connection with the solicitation of proxies by the TechTarget Board to be voted at the special meeting.

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TechTarget will bear all costs and expenses in connection with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners. Proxies may also be solicited by certain of TechTarget’s directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them (other than reasonable out-of-pocket expenses). TechTarget has retained Mackenzie to assist in the distribution and solicitation of proxies. TechTarget will pay Mackenzie fees of approximately $20,000, plus reasonable out-of-pocket expenses, for these services.

Stockholders should not send Stock Certificates with their Proxies

After the Transactions are completed, NewCo will send former TechTarget stockholders written instructions for exchanging their TechTarget stock certificates for the Merger Consideration.

Other Business; Adjournments; Postponements

Under the amended and restated bylaws of TechTarget, the business to be conducted at the special meeting will be limited to the purposes stated in the notice to TechTarget stockholders provided with this combined proxy statement/prospectus.

Adjournments may be made for the purpose of, among other things, soliciting additional proxies. The amended and restated bylaws of TechTarget provide that when any meeting is convened, the presiding officer may adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the TechTarget Board determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the TechTarget Board determines has not been made sufficiently or timely available to stockholders, or (iii) the TechTarget Board determines that adjournment is otherwise in the best interests of TechTarget. If less than a quorum is present at the special meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the officer presiding over the special meeting may adjourn the special meeting from time to time. TechTarget is not required to notify stockholders of any adjournment of 30 days or less if the time, date and place, if any, of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at the adjourned meeting, are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. If a quorum is present at any adjourned meeting, TechTarget may transact any business that it might have transacted at the original meeting. Proxies submitted by TechTarget stockholders for use at the special meeting may be used at any adjournment or postponement of the meeting. Unless the context otherwise requires, references to the special meeting in this combined proxy statement/prospectus are to such special meeting as adjourned or postponed.

In addition, the amended and restated bylaws of TechTarget provide that the TechTarget Board may postpone and reschedule the special meeting. The Transaction Agreement imposes certain limitations on adjournments and postponements described more fully in “The Transaction Agreement—TechTarget Special Meeting” beginning on page 184 of this combined proxy statement/prospectus.

TechTarget Stockholder Account Maintenance

TechTarget’s transfer agent is Computershare. All communications concerning accounts of TechTarget’s stockholders of record, including address changes, name changes, inquiries as to requirements to transfer shares of common stock and similar issues can be handled by calling Computershare toll-free at +1 800-446-2617.

Recommendation of the TechTarget Board and Its Reasons for the Transactions (see page 115)

The TechTarget Board has reviewed and considered the terms of the Transaction Agreement and has unanimously determined that the Transaction Agreement and the Transactions contemplated thereby, including

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the Merger, are advisable and in the best interests of TechTarget and its stockholders. Accordingly, the TechTarget Board recommends that TechTarget stockholders vote:

• FOR the Transaction Proposal;

• FOR the Compensation Proposal;

• FOR the Incentive Plan Proposal;

• FOR the ESPP Proposal; and

• FOR the Adjournment Proposal.

TechTarget stockholders should carefully read this combined proxy statement/prospectus, including the information contained in TechTarget’s periodic reports, which are attached as Annexes P, Q, R, S, T, U and V and incorporated by reference herein, and the other annexes in their entirety for more detailed information concerning the Transaction Agreement and the Transactions contemplated thereby.

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THE TRANSACTIONS

The Companies

CombineCo / NewCo

Toro CombineCo, Inc., which we refer to as CombineCo, is a Delaware corporation that was formed by TechTarget for the purpose of engaging in the Transactions. Since the date of its incorporation, CombineCo has not engaged in any activities other than as contemplated by the Transaction Documents. At the completion of the Transactions, CombineCo will be renamed TechTarget, Inc. (in this combined proxy statement/prospectus we refer to the renamed, post-Closing CombineCo as NewCo). After the completion of the Transactions, NewCo will be a holding company whose principal assets will be (i) the company that today is TechTarget and (ii) the Informa Tech Digital Businesses. Immediately after the completion of the Transactions, NewCo’s equity capital will consist solely of the NewCo common stock issued pursuant to the Transactions. For a description of the capital stock of NewCo, see “Description of NewCo Capital Stock” beginning on page 265 of this combined proxy statement/prospectus.

The principal executive offices of CombineCo are located at 275 Grove Street, Newton, Massachusetts 02466, and the telephone number at that address is (617) 431-9200. Following the Closing, NewCo will have the same principal executive offices and telephone number.

TechTarget

TechTarget is a global data, software and analytics leader for purchase intent-driven marketing and sales data which delivers business impact for B2B companies. Its solutions are designed to enable B2B technology companies to identify, reach, and influence key enterprise technology decision makers faster and with higher efficacy. It offers products and services intended to improve IT vendors’ abilities to impact highly targeted audiences for business growth using advanced targeting, first-party analytics and data services complemented with customized marketing programs that integrate content creation, demand generation, brand marketing, and other advertising techniques. Additional information about TechTarget and its subsidiaries is contained in TechTarget’s periodic reports, which are attached as Annexes P, Q, R, S, T, U and V and incorporated into this combined proxy statement/prospectus. See “Where You Can Find Additional Information” on page iii of this combined proxy statement/prospectus.

The principal executive offices of TechTarget are located at 275 Grove Street, Newton, Massachusetts 02466, and the telephone number at this location is (617) 431-9200.

Merger Sub

Toro Acquisition Sub, LLC (“Merger Sub”) has been formed solely for the purpose of engaging in the Transactions. Since the date of its formation, Merger Sub has not engaged in any activities other than as contemplated by the Transaction Documents. Merger Sub is, and until the Closing will be, a Delaware limited liability company that is wholly and directly owned by CombineCo. At the Closing, Merger Sub will be merged with and into TechTarget and the separate legal existence of Merger Sub will end.

Informa

Informa PLC (“Informa”) is a leading international B2B events, B2B digital services and academic markets group. It owns and operates a range of specialist brands that deliver unique connections, specialist data, information and intelligence to B2B companies, professionals, educational institutions, research funders and academics worldwide. Informa’s live and on-demand events bring together buyers, sellers and decision makers in one place and at one time to meet, discover and showcase products, trade and grow. Examples of such events include WasteExpo, BlackHat, Retail Asia Conference & Expo and CPHI North America. In B2B Markets,

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Informa has built a leading global platform for live and on-demand B2B events, connecting buyers and sellers across a range of specialist markets in person and online. Through specialist technology research, specialist media brands and first party B2B data, it also provides digital B2B solutions to enterprise technology vendors by delivering targeted audiences, highly qualified leads, demand generation and buyer intent that help identify, reach and influence key technology decision makers. Informa’s Academic Markets business, Taylor & Francis, is one of the world’s leading publishers of advanced, emerging and applied academic research and knowledge. Taylor & Francis works with leading experts and knowledge makers across a range of specialist subject categories spanning science, technology, medicine, humanities and social sciences, ensuring high quality research has an impact by being discovered by the right audience and contributing to human progress. Informa is listed on the London Stock Exchange and is a member of the FTSE 100 index. It operates in around 30 countries, with particular strengths in North America, IMEA (India, Middle East and Africa) and Asia.

Over the last three years, Informa has invested in building a centralized customer data platform, known as IIRIS. This proprietary platform collates, standardizes, enriches, segments and analyses first party B2B data gathered from across Informa’s B2B portfolio of B2B brands, including through live and on-demand events, specialist research and our media brands. This includes both firmographic data from registrations and subscriptions and behavioral data from observing online interactions and engagement with our content. In total, Informa’s permissioned first party data audience is currently approximately 20 million.

The principal executive offices for Informa PLC are located at 5 Howick Place, London, UK, SW1P 1WG, and the telephone number is +44 (20) 8052-0400.

Informa HoldCo

Informa US Holdings Limited (“Informa HoldCo”) is a wholly owned subsidiary of Informa that, as of immediately prior to the Closing, will hold all of the equity interests of Informa Intrepid.

The principal executive offices for Informa HoldCo are located at 5 Howick Place, London, UK, SW1P 1WG, and the telephone number is +44 (20) 8052-0400.

Informa Intrepid and the Informa Tech Digital Businesses

Informa Intrepid Holdings Inc. (“Informa Intrepid”) is a wholly owned subsidiary of Informa HoldCo that, as of immediately prior to the Closing, will hold directly or indirectly the Informa Tech Digital Businesses.

The Informa Tech Digital Businesses help technology companies accelerate growth through first party B2B data, market insight and market access. Over the last five years, the Informa Tech Digital Businesses have built a strong position in B2B data, market insight and market access, expanding international reach and building a broader set of solutions and capabilities to serve both the buy-side and sell-side of the technology market. This portfolio of products helps both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent.

At the heart of the Informa Tech Digital Businesses’ growth is a portfolio of specialist brands delivering highly relevant and engaging business content to B2B audiences. Omdia, Industry Dive, NetLine, Canalys and Wards are the foundation of the Informa Tech Digital Businesses, alongside their portfolio of specialist digital media brands. These products inform, educate and influence tech buyers, creating engaged, specialist audiences and delivering approximately 5 million permissioned first party data records. Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize ROI and accelerate growth. In addition, through its specialist tech research business, the Informa Tech Digital Businesses employ more than 300 expert analysts to create

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data-driven intelligence products and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

The principal executive offices for the Informa Tech Digital Businesses are located at 240 Blackfriars, London, UK, SE1 8BF, and the telephone number is +44 (20) 7560-4321.

See “Business—The Informa Tech Digital Businesses” beginning on page 293 of this combined proxy statement/prospectus for more information on the Informa Tech Digital Businesses.

The Transactions

The Transaction Agreement and related documents provide that, on the terms and subject to the conditions set forth in the Transaction Agreement, among other things:

• The Informa Tech Digital Businesses Separation. Informa will undertake certain restructuring transactions to separate the Informa Tech Digital Businesses from Informa’s other business activities and facilitate the Contribution (the “Informa Tech Digital Businesses Separation”). Following the Informa Tech Digital Businesses Separation, all Informa Tech Digital Businesses will be held directly or indirectly by Informa Intrepid.

• The Contribution. At the Closing, in exchange for an aggregate of 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans), Informa HoldCo will contribute to CombineCo all of the equity interests of Informa Intrepid and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses) (the “Contribution”).

• The Merger. Merger Sub will merge with and into TechTarget, with TechTarget as the surviving corporation. As a result of the Merger, (i) TechTarget will become a direct, wholly owned subsidiary of NewCo and will be renamed “TechTarget Holdings Inc.”; and (ii) each issued and outstanding share of TechTarget common stock as of immediately prior to the effective time of the Merger (other than Excluded Stock, which will be cancelled without consideration, and Dissenting Shares) will be converted into the right to receive (A) one share of NewCo common stock and (B) a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount, which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock as of the date of this combined proxy statement/prospectus (the “Merger Consideration”).

• NewCo. In the Transactions, CombineCo will be renamed “TechTarget, Inc.” (in this combined proxy statement/prospectus, we refer to the renamed, post-Closing CombineCo as “NewCo”) After giving effect to the Contribution and the Merger, Informa Intrepid and TechTarget (newly renamed “TechTarget Holdings Inc.” as described above) will be wholly owned subsidiaries of NewCo.

The Transaction Agreement is attached as Annex A to this combined proxy statement/prospectus. We encourage you to read the Transaction Agreement carefully and fully, as it is the legal document that governs the Transactions.

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The following diagram illustrates the structure of NewCo and its stockholders upon completion of the Transactions:

* Does not take into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans.

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Background of the Transactions

The following chronology summarizes the key meetings and events that led to the signing of the Transaction Agreement. This chronology does not purport to catalogue every conversation of or among members of the TechTarget Board, TechTarget management, TechTarget’s advisors, Informa, the Informa board of directors, Informa management, Informa’s advisors or any other person.

The TechTarget Board regularly evaluates TechTarget’s historical performance, future growth prospects and long-term strategic plan and considers various strategic opportunities available to TechTarget, as well as ways to enhance stockholder value and TechTarget’s performance and prospects, including in light of the business, competitive, regulatory, financing and economic environment and developments in TechTarget’s industry. These reviews have included discussions as to whether TechTarget should continue to execute on its strategy as a stand-alone company or pursue various acquisitions, a sale of the company, various business combinations or other strategic alternatives. As part of these reviews, the TechTarget Board has considered from time to time what alternatives would offer the best avenue to enhance stockholder value along with the potential benefits and risks of any potential alternative.

Over the course of 2022, several private equity firms contacted TechTarget management to discuss potential strategic opportunities. In light of these approaches, at a meeting of the TechTarget Board held on September 2, 2022, which meeting also included representatives of TechTarget management, representatives of J.P. Morgan Securities LLC (“J.P. Morgan”) and representatives of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”), TechTarget’s legal counsel, the TechTarget Board authorized TechTarget to enter into an engagement letter with J.P. Morgan to serve as its exclusive financial advisor in connection with the TechTarget Board’s consideration of a potential sale of TechTarget, authorized J.P. Morgan to begin contacting potential interested parties and authorized management to provide confidential information to such interested parties, subject to the execution of a customary confidentiality agreement. J.P. Morgan was selected to advise TechTarget on the basis of, among other things, its experience and its qualifications and reputation and its familiarity with TechTarget and the industries in which it operates.

Following the September 2, 2022 TechTarget Board meeting, at the direction of the TechTarget Board, J.P. Morgan contacted nine private equity firms who, based on their experience and professional judgment, they believed would be interested in, and have the capacity to complete, a potential acquisition of TechTarget. Six of these parties executed confidentiality agreements with TechTarget (which included standstill provisions that had a one year term, permitted non-public acquisition proposals to the chairman of the TechTarget Board or its Chief Executive Officer, and were subject to earlier termination if TechTarget entered into or announced an intention to enter into a definitive agreement with respect to an acquisition transaction or became subject to a tender offer or exchange offer for at least a majority of its equity securities and the TechTarget Board did not recommend against stockholders participating in such offer) and were instructed to submit preliminary proposals by October 7, 2022.

On October 7, 2022, one private equity firm submitted a non-binding preliminary proposal for an acquisition of TechTarget at a range of $70-$75 per share in cash and a second private equity firm submitted a preliminary non-binding proposal for an acquisition of TechTarget at a range of $72-$74 per share in cash, which represented a proposed premium of between 3% and 10% and 6% and 9%, respectively, as compared to the closing price of TechTarget common stock on Nasdaq on October 6, 2022 of $67.99. Each of these proposals provided that entry into a definitive agreement on the terms of such proposal was subject to completion of due diligence and investment committee approval. Both of these firms were among the six firms who had executed confidentiality agreements with TechTarget. None of the other four firms submitted a proposal, with several of them citing the inability to pay a premium on the current market valuation of TechTarget common stock. Following review of these proposals, representatives of J.P. Morgan, at the request of TechTarget management, spoke with the bidders to ask clarifying questions regarding their bids and also previewed that, as a result of a weakening macroeconomic environment that had developed since the beginning of the process, management expected that

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TechTarget’s 2022 and 2023 financial results would be lower than the financial forecasts previously provided to the bidders as part of the first round due diligence process. Based on further discussions between the two bidders and representatives of J.P. Morgan, TechTarget management concluded that neither bidder would be able to enter into a transaction on an acceptable timeframe at the value range provided for in its preliminary proposal, if at all.

On October 10, 2022, TechTarget entered into an engagement letter with J.P. Morgan to memorialize the terms of J.P. Morgan’s retention as TechTarget’s exclusive financial advisor in connection with a potential sale of TechTarget (the “Initial JPM Engagement Letter”).

On October 11, 2022, the TechTarget Board met via teleconference to receive an update on the sale process and determine next steps. Present at the meeting were representatives of TechTarget management, J.P. Morgan and WilmerHale. Taking into account macroeconomic factors and near-term challenges to TechTarget’s business, the fact that the received proposals were not based on financial forecasts that reflected TechTarget’s current operating environment, as well as the advice of representatives of J.P. Morgan and management, the Board determined that neither preliminary proposal received by TechTarget continued to be a viable proposal and that the continuation of the sale process would be unlikely to result in a transaction on acceptable terms and directed management and J.P. Morgan to terminate the process.

Following the October 11, 2022 meeting of the TechTarget Board, the price of TechTarget common stock continued to decline as anticipated by the TechTarget Board in assessing the viability of the two proposals that had been received. On November 9, 2022, prior to the release of TechTarget’s third quarter financial results, the closing price of TechTarget common stock on Nasdaq was $50.69. TechTarget released its third quarter financial results after market close on that date, reporting that it had missed its quarterly revenue and adjusted EBITDA guidance. TechTarget lowered its annual guidance from a revenue mid-point of $316 million to $295 million and Adjusted EBITDA from $80 million to $71 million. On November 10, 2022, following the release of the revised financial guidance, the closing price of TechTarget common stock on Nasdaq was $45.60. On February 9, 2023, prior to the release of TechTarget’s 2022 financial results and 2023 guidance, the closing price of TechTarget common stock on Nasdaq was $41.83. On that date, TechTarget released its 2022 financial results, reporting that TechTarget was planning for 2023 revenues ranging from $255.0 million to $265.0 million, a decline of between 11% and 14%, and 2023 Adjusted EBITDA of TechTarget ranging from $85.0 million and $95.0 million. On February 10, 2023, following such release, the closing price of TechTarget common stock on Nasdaq was $39.96. On May 9, 2023, prior to the release of TechTarget’s updated 2023 guidance, the closing price of TechTarget common stock on Nasdaq was $32.78. On that date, based on continued weak demand, widespread layoffs and budget costs in the technology market, as well as increased negative sentiment among TechTarget customers as a result of the failure of Silicon Valley Bank, TechTarget released updated 2023 guidance, forecasting that 2023 revenues would be between $225.0 million and $230.0 million and 2023 Adjusted EBITDA of TechTarget would be between $65.0 million and $70.0 million. On May 10, 2023, following such release, the closing price of TechTarget common stock on Nasdaq was $30.41.

Neither of the two private equity firms who submitted preliminary proposals, nor any of the other parties who participated in TechTarget’s potential sale process, contacted TechTarget or J.P. Morgan following termination of the process or the reductions in TechTarget’s trading price following the public releases of updated financial guidance for the company. On December 29, 2022, TechTarget entered into a confidentiality agreement (which did not include a standstill) with another private equity firm that was not part of the prior process and that contacted the company on an unsolicited basis; however, this party did not request access to an electronic data room and no substantive discussions followed. In addition, on March 3, 2023, an investment management firm contacted Greg Strakosch and Michael Cotoia, the Executive Chairman and Chief Executive Officer, respectively, of TechTarget, requesting an introductory meeting and an opportunity to discuss TechTarget, review its public investor presentation, and discuss the business. Mr. Cotoia met with representatives from the investment management firm on April 7, 2023 and again, with Mr. Strakosch and Don Hawk, TechTarget’s Executive Director of Product Innovation, via video conference on May 11, 2023. The parties did not enter into a confidentiality agreement and TechTarget did not provide this party with any confidential

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information. The investment management firm checked in with Mr. Cotoia over the next few months although no substantive discussions resulted from such contacts and TechTarget management did not view this party as a credible potential acquiror of the company in light of the parties’ discussions.

On February 1, 2023, TechTarget sent a letter to J.P. Morgan terminating the Initial JPM Engagement Letter.

During the course of 2023, the TechTarget Board and management team continued to review strategic alternatives intended to increase TechTarget’s scale and diversification in order to better position the company to compete in a more challenging market environment.

On March 8, 2023, Mr. Cotoia sent an email to representatives of J.P. Morgan noting that Informa had been acquisitive in the digital media and data services spaces and asking if J.P. Morgan would inquire whether representatives of Informa would be interested in having a conversation with TechTarget management to better understand the parties’ business objectives.

Mr. Cotoia then contacted J.P. Morgan and, following the outreach, on March 24, 2023, a representative of J.P. Morgan held an unrelated meeting with Alex Roth, the Director of Strategy and Business Planning of Informa, during which the representative of J.P. Morgan asked Mr. Roth if Informa was potentially interested in TechTarget, and Mr. Roth expressed that Informa was familiar with TechTarget and had a favorable view of TechTarget’s business.

On April 3, 2023, an investment banking firm contacted Messrs. Strakosch and Cotoia stating that Stephen Carter, the Group Chief Executive of Informa, and Mr. Roth had requested to be introduced to Messrs. Strakosch and Cotoia and asked if they could meet in New York City on May 17, 2023.

On May 17, 2023, Mr. Hawk spoke with a representative of BrightTower Securities, LLC (“BrightTower”), an investment banking firm that was familiar with both TechTarget and Informa management, to discuss the potential meeting with Informa.

On May 17, 2023, Messrs. Strakosch and Hawk, and Messrs. Carter and Roth and Gary Nugent, Chief Executive Officer of the Informa Tech division of Informa, met in New York City and exchanged oral overviews of TechTarget’s and Informa’s respective businesses and discussed generally various strategic objectives and a range of potential structures for a transaction involving TechTarget and Informa, including a potential acquisition of TechTarget by Informa and a potential combination of certain of Informa’s businesses with TechTarget.

Shortly following the meeting, Messrs. Cotoia, Strakosch and Hawk were informed by a representative of BrightTower that the Informa representatives in the May 17, 2023 meeting felt that there were strong synergies between the companies, and that Informa wanted to consider TechTarget in its overall review of its digital strategy in the technology market. The BrightTower representative conveyed that Informa had a previously scheduled discussion with its board of directors on the issue of its digital technology market strategy in late June, and hoped to revisit the discussion with TechTarget following that meeting. TechTarget management conveyed to the BrightTower representative their view that TechTarget would be open to further discussions, but that the TechTarget Board was continuing to evaluate various strategic alternatives.

On June 7, 2023 representatives of a potential acquisition target for TechTarget (“Target Company A”) reached out to Mr. Cotoia to indicate that they were launching a targeted process to explore the sale of Target Company A to a limited set of potential strategic buyers, and to inquire as to TechTarget’s interest in being included in that process. TechTarget management had a high level of familiarity with Target Company A and believed that, subject to due diligence, an acquisition of Target Company A had the potential to materially increase stockholder value. TechTarget and Target Company A executed a non-disclosure agreement on June 29, 2023. TechTarget was granted access to a data room with selected information about Target Company A on June 30, 2023 and evaluated the opportunity with the assistance of J.P. Morgan over the course of the month of July.

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On June 26, 2023, a representative of BrightTower contacted TechTarget management and indicated that Informa proposed to meet in person in early July to continue discussions regarding a possible transaction involving TechTarget and Informa and that Informa was in the process of selecting an investment bank to assist Informa in its evaluation of a potential transaction with TechTarget. Thereafter, Mr. Roth from Informa reached out to Mr. Hawk by telephone on July 6, 2023 to discuss an agenda for the upcoming meeting, and to indicate that Centerview Partners (“Centerview”) would act as financial advisor in connection with Informa’s evaluation of a potential transaction with TechTarget.

On July 6, 2023, Mr. Cotoia updated the TechTarget Board via email on the discussions to date with Informa. He indicated that while Informa had not made any proposal or discussed valuation, it had expressed interest in a potential acquisition of TechTarget. Mr. Cotoia also advised the Board members that management had scheduled a dinner and follow up meeting with representatives of Informa the following week and intended to enter into a confidentiality agreement and provide access to an electronic data room.

On July 11, 2023, TechTarget and Informa USA, Inc. (“Informa USA”), a wholly owned subsidiary of Informa, entered into a confidentiality agreement. In light of the understanding that only limited information would be shared at the upcoming meetings and that following such meetings the parties may determine not to continue discussions, the confidentiality agreement did not contain any standstill or employee non-solicit provisions.

On July 12, 2023, Messrs. Strakosch, Cotoia and Hawk had a dinner meeting with Mr. Roth and David Magliano, Informa Tech’s Chief Strategy Officer. A second meeting was held on July 13, 2023. During the meetings, the participants exchanged overviews of both parties’ respective businesses and discussed the ways in which those businesses might complement each other and potential high-level structures under which those businesses might be combined for the mutual benefit of the parties and their respective stockholders. Although Informa did not make a specific proposal at that time, the parties conveyed their mutual belief that the discussions were sufficiently productive to warrant more in-depth discussion and evaluation. TechTarget management conveyed in these discussions that the TechTarget Board was continuing to evaluate various strategic alternatives.

On July 20, 2023, to facilitate the exchange of additional confidential information and continued evaluation of a potential transaction between the parties, TechTarget and Informa USA entered into an amended and restated confidentiality agreement in order to add, among other things, standstill and employee non-solicit obligations on the part of Informa USA (each with a one year term, which standstill provisions permitted non-public acquisition proposals to the chairman of the TechTarget Board or its Chief Executive Officer and were subject to earlier termination if TechTarget entered into or announced an intention to enter into a definitive agreement with respect to an acquisition transaction or became subject to a tender offer or exchange offer for at least a majority of its equity securities and the TechTarget Board did not recommend against stockholders participating in such offer), and Informa executed a joinder agreeing to be bound by the terms of the amended and restated confidentiality agreement (including the newly included standstill and non-solicit obligations). Informa was provided access to a data room with selected information, including draft long-term financial forecasts for TechTarget (the “Initial TechTarget Forecasts”), on July 24, 2023. For more information about the draft long-term financial forecasts provided by TechTarget management, see the section titled “Projected Financial Data” beginning on page 120 of this combined proxy statement/prospectus.

On August 14, 2023, at the request of TechTarget management, representatives of J.P. Morgan reached out to representatives of Centerview to discuss Informa’s potential interest in acquiring TechTarget, the expected timeframe for its review and the process by which it would evaluate materials made available in the data room. The representatives of J.P. Morgan and Centerview also discussed certain questions Informa and Centerview had submitted to the TechTarget management team regarding the company’s historical financial information.

On August 29, 2023, the TechTarget Board authorized, and on August 29, 2023, TechTarget entered into, an engagement letter with BrightTower to act as a non-exclusive financial advisor to TechTarget in connection with

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a potential sale of TechTarget. TechTarget engaged BrightTower given its familiarity with the enterprise technology space, understanding of Informa’s business and TechTarget’s business, and having worked with BrightTower previously with respect to TechTarget’s acquisition of BrightTALK Limited in 2020.

In parallel with the ongoing discussions with Informa, TechTarget continued its evaluation of Target Company A, with discussions focused on expanding the information that Target Company A was willing to provide to facilitate TechTarget’s evaluation of a potential transaction. On August 18 and August 24, 2023, representatives of J.P. Morgan held discussions with Target Company A’s financial advisor regarding the process for TechTarget to obtain additional information in support of submitting a specific acquisition proposal.

On September 7, 2023, TechTarget submitted a non-binding indication of interest to acquire Target Company A for a combination of cash and shares of TechTarget common stock, which was conditioned on, among other things, completion of due diligence. In response to the proposal, Target Company A indicated a willingness to move the process forward to the next phase of due diligence. During the course of September and October 2023, TechTarget management, with the assistance of J.P. Morgan, continued to evaluate the opportunity to acquire Target Company A.

On September 13, 2023, Mr. Carter delivered to Mr. Strakosch, via email, a letter setting forth Informa’s non-binding proposal to acquire all of the outstanding shares of TechTarget common stock at a value of $41.00 per share substantially in cash together with Informa equity as consideration. The closing price of TechTarget common stock on Nasdaq on September 12, 2023 was $30.11. The proposal stated that Informa intended to fund the acquisition through a combination of existing financial resources, new acquisition debt and new Informa equity issued to TechTarget stockholders. The proposal also stated that Informa would expect TechTarget management to reinvest a portion of the cash proceeds from the transaction into Informa stock while also participating in an equity incentive plan. Entry into definitive documents was subject to the completion of due diligence and final Informa board approval, which Informa stated that it expected to be in a position to complete within approximately six weeks.

On September 15, 2023, the TechTarget Board held a telephonic meeting to discuss the Informa proposal and related matters. Also in attendance were members of management, representatives of J.P. Morgan, and representatives of WilmerHale. The representatives of WilmerHale reviewed with the Board members their fiduciary duties under Delaware law and other legal considerations in connection with the Board’s review and evaluation of a potential sale transaction involving TechTarget. The Board instructed management not to discuss any compensation matters or any potential rollover or reinvestment terms with Informa or any third party unless and until expressly approved by the Board. Management provided the Board with a summary of the discussions and meetings with Informa to date, as well as a description of Informa’s business and its strategic rationale for a potential acquisition of the company. Representatives of J.P. Morgan then discussed certain preliminary financial analyses with respect to the September 13^th Informa proposal. Management then provided an update on TechTarget’s evaluation of Target Company A, including the risks of such potential transaction, and, based on such risks and the attractiveness of the Informa proposal, recommended to the TechTarget Board that TechTarget prioritize the proposed Informa transaction and proceed with efforts to further engage with Informa and optimize Informa’s proposal. Following discussion, the Board directed management and J.P. Morgan to engage with Informa to seek a higher offer price in the range of $48.00-$49.00 per share, payable entirely in cash.

On September 16, 2023, representatives of J.P. Morgan circulated to the TechTarget Board an email with proposed talking points in response to the September 13^th Informa proposal, including a proposed counteroffer of $48.00 per share of TechTarget common stock, payable entirely in cash.

On September 17, 2023, representatives of J.P. Morgan communicated to representatives of Centerview the TechTarget Board’s view that a purchase price of $48.00 per share of TechTarget common stock, payable entirely in cash, more appropriately reflected the value of the company. The J.P. Morgan representatives also conveyed that TechTarget was not in a position at this point in the process to discuss the concept of management rollover, and that the appropriate time to address that topic would be after the parties reached agreement in principle on price and other material terms of a merger agreement.

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On September 22, 2023, representatives of Centerview advised representatives of J.P. Morgan that, based on challenges in the current macroeconomic environment and the differing views as to valuation and the composition of stock and cash consideration, Informa would not be making a counterproposal and was withdrawing its September 13^th proposal. On September 22, 2023, Mr. Cotoia updated the TechTarget Board on Informa’s communication.

On September 25, 2023, Mr. Carter emailed Mr. Strakosch and indicated that, while he was disappointed that the parties were unable to reach an agreement, he remained hopeful that the engagement had deepened the mutual understanding of the power of a potential combination. On September 26, 2023, Mr. Carter and Mr. Strakosch had a telephone call during which Mr. Carter reintroduced the possibility of a potential strategic combination with TechTarget that did not include the acquisition of the entire company and Mr. Strakosch recommended that Informa provide a written proposal regarding this structure.

On October 5, 2023, representatives of Informa delivered to representatives of TechTarget an illustrative proposal for a revised transaction structure pursuant to which (i) Informa would contribute specific business assets within its Informa Tech division and $250 million in cash to TechTarget in exchange for shares of TechTarget common stock representing 55% of TechTarget’s pro forma outstanding shares on a fully diluted basis and (ii) legacy TechTarget stockholders would receive a one-time distribution funded by the $250 million cash contribution.

On October 9, 2023, Messrs. Strakosch, Cotoia and Hawk met with Messrs. Carter and Roth to discuss the proposed revised transaction structure, and on October 10, 2023, Mr. Hawk met with Mr. Roth to further discuss the process for the parties to commence due diligence on the potential transaction and for TechTarget to respond to Informa’s proposed revised transaction structure. At that time, TechTarget provided an initial diligence request list that was to serve as the basis of its preliminary evaluation of the proposal, and agreed to a “check-in” discussion between the senior management teams on October 19, 2023, and an in-person meeting between management teams on October 25, 2023 to review questions coming out of the information review. The parties agreed to an objective of TechTarget being able to deliver a formal response to Informa’s proposed transaction structure by the end of October, with an additional in-person meeting of senior management representatives to be held in early November if developments warranted further discussion.

On October 10, 2023, Mr. Cotoia provided an email update to the TechTarget Board regarding the proposed revised transaction structure and management’s recommendation that TechTarget management continue to work to evaluate the proposal.

On October 13, 2023, TechTarget management received access to an electronic data room containing due diligence information regarding the Informa Tech Digital Businesses assets proposed to be contributed by Informa as part of its revised proposed transaction structure.

On October 19, 2023 Messrs. Strakosch, Cotoia and Hawk participated in a videoconference with Messrs. Carter, Roth and Nugent. The purpose of the videoconference was to confirm amongst the parties that there were no issues identified from the initial review of the Informa data room that represented obstacles to proceeding with the proposed transaction structure. TechTarget management indicated to Informa management that its review of the information had not yet identified any obstacles, but that it had not yet reached a recommendation for the TechTarget Board as to how it should respond to Informa’s proposed transaction structure, but that the initially agreed-to timeframe remained achievable.

On October 25, 2023, senior management representatives from TechTarget and Informa met to review information related to the specific businesses proposed to be contributed by Informa under the proposed transaction structure. The purpose of the meeting was to provide TechTarget with information to facilitate its evaluation of the opportunities and risks associated with combining the two businesses.

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In parallel with its assessment of Informa’s October 5, 2023 illustrative proposal, TechTarget management continued with its evaluation of Target Company A. On October 16, 2023, representatives of TechTarget management met with members of Target Company A’s management team and financial advisor to conduct in-person due diligence meetings to address issues related to information that had been provided by the company.

On October 27, 2023, the TechTarget Board had a regularly scheduled telephonic meeting. Also in attendance were members of management, representatives of J.P. Morgan, representatives of BrightTower and representatives of WilmerHale. During the meeting, TechTarget management updated the TechTarget Board on its evaluation of a potential acquisition of Target Company A, as well as another potential acquisition being reviewed by the management team that was at an earlier stage of evaluation. Management indicated its belief that there were several risks involved in each of the potential acquisition transactions, including decline in the revenue of each potential target company in the most recent 12 month period, lower customer retention metrics, and the requirement for substantial expense synergies to be achieved in order to obtain a reasonable expense profile. Management next updated the TechTarget Board on the discussions with Informa, including Informa’s October 5, 2023 illustrative proposal. Management expressed its view that the proposed assets to be contributed by Informa and involvement of Informa as a partner in the growth of the business created compelling value creation opportunities that would be meaningful both at announcement of the transaction and in the long term. Management further discussed its belief that the opportunity would add scale, expansion opportunities, and the ability to enter into new vertical markets with a larger total addressable market, as well as management’s belief that the proposed combination would provide more revenue diversification opportunities.

Representatives of J.P. Morgan then reviewed with the TechTarget Board certain preliminary financial analyses in connection with the potential transaction with Informa. After further discussion, the TechTarget Board directed that management proceed with further evaluating the opportunity with Informa, including further negotiations with Informa to improve the terms of Informa’s proposal, and to prioritize discussions with Informa over the acquisition opportunities discussed at the meeting. At this meeting, the TechTarget Board also reviewed and approved the Initial TechTarget Forecasts for use by J.P. Morgan in connection with its financial analyses in connection with a potential transaction were it to proceed. For more information about the long-term financial forecasts the TechTarget Board approved, see the section titled “Projected Financial Data” beginning on page 120 of this combined proxy statement/prospectus.

On October 30, 2023, representatives of J.P. Morgan met virtually with representatives of Centerview to relay the TechTarget Board’s perspectives on Informa’s October 5, 2023 revised proposed transaction structure. J.P. Morgan communicated to Centerview that Informa’s proposal had been discussed with the TechTarget Board, and that conceptually there was interest in pursuing a transaction construct along the lines of what Informa proposed. However, J.P. Morgan relayed that the TechTarget Board would require a higher quantum of cash and a greater degree of pro forma ownership in the combined business for the deal to offer compelling value for TechTarget’s stockholders, and that TechTarget would follow up with a written letter formally responding to Informa’s October 5^th proposal.

On October 31, 2023, TechTarget management sent to the TechTarget directors for their review and comment a proposed letter responding to Informa’s October 5, 2023 illustrative proposal. The letter was subsequently delivered to Informa on November 1, 2023. In its response, TechTarget noted that it was conceptually aligned with a transaction structure in which TechTarget (or a successor entity) issues shares to Informa in exchange for the contribution of the Informa Tech Digital Businesses and cash, with Informa retaining majority ownership of the pro forma business and governance commensurate with such ownership, subject to negotiation of a mutually acceptable stockholders agreement containing mutually acceptable standstill, transfer and other provisions. However, TechTarget proposed that the cash amount to be contributed by Informa and delivered to legacy TechTarget stockholders be increased from $250 million to $350 million, with Informa’s pro forma ownership representing 55% of the pro forma entity equity, subject to further diligence to confirm the relative valuation of the respective businesses.

On November 3, 2023, Messrs. Strakosch, Cotoia, and Hawk from TechTarget and Messrs. Carter, Roth and Nugent, Gareth Wright (Chief Financial Officer) and Richard Menzies-Gow (Director of Investor Relations,

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Corporate Communications & Brand) from Informa met in person to discuss TechTarget’s November 1^st letter. At that meeting, TechTarget management shared its thoughts on specific areas of potential value creation that were identified in its review of the Informa businesses. Informa management shared that it was not yet authorized by its board of directors to respond formally to TechTarget’s November 1^st letter but indicated that there seemed to be a basis for moving the discussion forward and that it was working with its advisors and board of directors on a response, which it expected to deliver in short order. Informa management identified some preliminary governance considerations that would need to be discussed by the parties in more detail if the proposed transaction moved forward, and TechTarget management responded that it would not discuss those items until the material financial terms of the transaction were agreed upon.

On November 8, 2023 and November 9, 2023, Mr. Hawk and Mr. Roth discussed how the parties might structure the next stage of diligence, planning, and negotiation if the parties’ respective Boards of Directors agreed to move forward. Mr. Roth indicated that Informa expected to deliver a revised transaction proposal on November 13, 2023.

On November 12, 2023, representatives of J.P. Morgan and WilmerHale met with representatives of Centerview and Clifford Chance US LLP (“Clifford Chance”), Informa’s legal counsel, via videoconference to discuss the proposed workplan and timeline for the transaction assuming that the parties were prepared to move forward with discussions following TechTarget’s receipt of Informa’s revised proposal the next day.

On November 13, 2023, Informa management held a call with TechTarget management and later that day delivered a non-binding proposal for Informa to contribute to TechTarget the Informa Tech Digital Businesses and $350 million in cash in exchange for a 59% ownership interest in the combined company, with the $350 million in cash being paid to legacy TechTarget shareholders.

On November 16, 2023, the TechTarget Board held a telephonic meeting to discuss Informa’s November 13^th proposal. Also in attendance were members of management, representatives of J.P. Morgan, representatives of BrightTower, and representatives of WilmerHale. The representatives of WilmerHale reviewed the Board’s fiduciary duties and other legal considerations in connection with the Board’s evaluation of a potential transaction with Informa on the terms described in Informa’s November 13^th proposal. Representatives of J.P. Morgan discussed with the directors certain preliminary financial analyses and process matters with respect to the proposed transaction. TechTarget management discussed with the TechTarget Board the strategic rationale for the proposed transaction, including (i) the cyclicality of the enterprise technology space and other current market risks, and that the combined company would have more market diversification with less concentrated exposure to market fluctuations, (ii) that the scale of the combined company would provide larger cash flows and a stronger balance sheet, (iii) that TechTarget had previously sought to acquire the Industry Dive business included in the Informa Tech Digital Businesses prior to its acquisition by Informa with the rationale of bringing TechTarget’s expertise and know-how to the vertical market opportunity and (iv) the potential for market expansion and the ability to unlock further value in the contributed digital assets if the companies were to be combined.

The TechTarget Board also discussed whether to perform a pre-signing market check concurrently with its exploration of a potential transaction with Informa. The Board took into account the advice and recommendations of management and J.P. Morgan and other factors deemed relevant by the Board. Those included, among other things, the risk that conducting a pre-signing market check could result in market leaks, the risk that conducting a pre-signing market check could divert the time and attention of management and TechTarget’s advisors from exploration of the potential Informa transaction, which in turn could jeopardize the ability of TechTarget to successfully negotiate such transaction, the Board’s belief (based on advice from management and J.P. Morgan) that, assuming agreement on valuation and other terms, it would be in the best interests of TechTarget and its stockholders to conclude a transaction with Informa as quickly as possible, the Board’s belief (based on advice from management and J.P. Morgan and the results of the company’s sale process conducted in 2022) that a pre-signing market check (including contacting the parties who submitted proposals in

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the Fall of 2022) would be unlikely to result in an alternative that would be superior to the transaction being discussed with Informa, and the fact that a definitive transaction agreement with Informa would allow the Board to consider alternative transaction proposals submitted after any such agreement was executed and negotiate and enter into a definitive agreement with respect to any superior proposal (subject to the payment of a customary termination fee). It was the consensus of the Board that TechTarget proceed without engaging in a pre-signing market check. The Board then directed management to make a counterproposal to Informa that would lower Informa’s ownership interest in the combined company from 59% to 57% of the outstanding common stock on a fully diluted basis, while keeping the $350 million of cash consideration the same. This counterproposal was communicated orally by Mr. Hawk to Mr. Roth following the Board meeting, and Mr. Roth, on behalf of Informa, agreed to work toward the execution of definitive agreements on this basis.

Between November 17, 2023 and November 22, 2023, TechTarget and Informa and their respective advisors held several virtual meetings with respect to business, financial, tax and legal due diligence and well as to further evaluate the business merits of the proposed transaction.

On November 20, 2023, representatives of Clifford Chance delivered to representatives of WilmerHale an initial draft of the Registration Rights Agreement.

On November 21, 2023, the TechTarget Board held a telephonic meeting with members of management and representatives of J.P. Morgan and WilmerHale present. The WilmerHale representatives discussed with the directors a proposed term sheet with respect to the Stockholders Agreement proposed to be entered into by NewCo and Informa upon the closing of the potential transaction, which had been developed with the input of representatives of management and J.P. Morgan. The proposed term sheet provided (i) that upon the closing of the transaction, the board of directors of NewCo would consist of (1) six directors designated by Informa reasonably acceptable to the TechTarget Board, at least three of whom would be independent for purposes of applicable stock exchange rules and not otherwise a current or former director, officer, employee or consultant of Informa or any of its affiliates and one of whom would be the initial Executive Chair of NewCo, who would be the current Chief Executive Officer of Informa’s Informa Tech division, and (2) five directors designated by TechTarget and reasonably acceptable to Informa, at least three of whom would be independent directors and one of whom would be the initial Chief Executive Officer of NewCo, who would be the current Chief Executive Officer of TechTarget, (ii) that any going private transaction of NewCo involving Informa or any of its affiliates would require the approval of both a special committee of the NewCo Board consisting entirely of independent directors who are not Informa nominees and a majority of NewCo’s stockholders other than Informa and its affiliates and that any other related party transaction would require the approval of a majority of independent directors not nominated by Informa, (iii) for a prohibition on Informa proposing a going private transaction involving TechTarget for two years following the closing, a prohibition on public proposals regarding a going private transaction following such two-year period and other customary standstill provisions, (iv) for a prohibition on Informa transferring NewCo shares prior to the second anniversary of the closing and additional restrictions on transfer following such second anniversary and (v) for non-compete and employee non-solicit obligations on the part of Informa that would apply for at least five years following the closing. Following the discussion, the TechTarget Board authorized and directed representatives of WilmerHale to deliver the proposed term sheet to Informa’s counsel on the terms discussed with the Board.

During the meeting, management also updated the TechTarget Board on the status of the discussions with Informa, as well as on the due diligence conducted to date.

Following the meeting, representatives of WilmerHale delivered to representatives of Clifford Chance a draft of the Stockholders Agreement term sheet consistent with the terms discussed with the TechTarget Board.

Between November 27, 2023 and November 30, 2023, representatives of TechTarget and Informa and their respective advisors held several meetings in person in Boston, Massachusetts and virtually with respect to the

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joint business plan for the combined company, to discuss costs/synergies, key assumptions, general employee matters, and development of a five-year business plan for the combined business, and to continue their respective due diligence reviews of the potential transaction.

On November 27, 2023, representatives of Clifford Chance delivered to representatives of WilmerHale initial drafts of the Transaction Agreement and Transition Services Agreement, and on November 28, 2023, representatives of Clifford Chance distributed a revised version of the draft Transaction Agreement to reflect minor updates related to employee and benefits matters. The corrected draft Transaction Agreement (i) included a two-way adjustment to the $350 million Informa cash contribution (subject to a $10 million deductible and $40 million cap) to the extent that the non-cash net working capital of the contributed Informa Tech Digital Businesses differed from a target amount to be agreed upon, (ii) provided that all TechTarget equity awards that did not automatically vest as part of the proposed transactions would be assumed by NewCo and convert into corresponding NewCo awards, (iii) included a closing condition in Informa’s favor that TechTarget enter into at or prior to the closing a senior lending facility with commitments that (together with Informa’s cash payment and TechTarget’s cash on hand) are sufficient to pay the cash portion of the merger consideration to TechTarget stockholders, the aggregate repurchase price of TechTarget’s convertible notes under its convertible note indentures (assuming all holders exercise their fundamental change put right) and pay all fees, costs and expenses of TechTarget incurred in connection with the transaction, (iv) included an obligation of Informa to deliver audited financial statements for the Informa Tech Digital Businesses as soon as reasonably practicable after execution of the Transaction Agreement, without any specified deadline or termination right in favor of TechTarget if such financial statements were not timely delivered or if when delivered, such financial statements materially deviated from those financial statements available as of signing, (v) left a placeholder for the amount of the termination fee payable by TechTarget in the event that the Transaction Agreement was terminated in connection with TechTarget’s acceptance of a Superior Proposal or a Change in TechTarget Board Recommendation and (vi) did not provide for any indemnification in respect of breaches of the parties’ respective representations and warranties or liabilities assumed by NewCo or retained by Informa in the transaction.

On November 28, 2023, representatives of Clifford Chance delivered to representatives of WilmerHale a revised copy of the Stockholders Agreement term sheet that had previously been distributed on November 21, 2023. The revised term sheet (i) provided that as of the closing, the current Chief Executive Officers of TechTarget and Informa’s Informa Tech division would be appointed as the co-CEOs of NewCo, with the expectation that, unless otherwise determined by the NewCo Board, they would serve in such capacities until the end of 2025, (ii) provided that upon the closing of the transaction, the board of directors of NewCo would consist of (1) the two co-CEOs, (2) a non-executive chair not previously associated with the parties designated by Informa after consultation with, and acceptable to, TechTarget, (3) five directors designated by Informa and (4) three directors designated by TechTarget, all of whom would be independent directors, (iii) provided that for so long as Informa and its affiliates beneficially own at least 50% of the outstanding shares of NewCo voting securities, NewCo would take all actions required to qualify for the Nasdaq “controlled company” exemption, (iv) provided that any going private transaction involving Informa or any of its affiliates to be consummated within two years after the closing would require the approval of both a special committee of the NewCo Board consisting entirely of independent directors and the holders of a majority of NewCo’s outstanding common stock other than Informa and its affiliates and that any other related party transaction meeting certain materiality thresholds would require the approval of an ad hoc committee comprised of at least two independent directors, (v) provided that Informa’s approval would be required prior to NewCo and its subsidiaries taking various actions, (vi) included a prohibition on Informa proposing a going private transaction for two years following the closing, but provided that any standstill covenants would expire on the second anniversary of the closing, (vii) included a prohibition on Informa transferring NewCo shares prior to the second anniversary of the closing, but removed any additional restrictions on transfer following the second anniversary of the closing, (viii) stated that Informa would not be subject to any non-compete or employee non-solicit obligations and (ix) provided that Informa would be permitted to assign all of its rights under the Stockholders Agreement in whole or in part to any transferee of its NewCo shares.

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On December 1, 2023, representatives of WilmerHale and Clifford Chance had a videoconference during which they discussed the principal issues raised by the draft Transaction Agreement and Stockholders Agreement term sheet distributed by Clifford Chance earlier in the week as described above.

Also on December 1, 2023, the TechTarget Board had a telephonic meeting to further discuss the proposed transaction. Also present were members of TechTarget management and representatives of J.P. Morgan, BrightTower and WilmerHale. Management discussed with the TechTarget Board, and the TechTarget Board approved and directed J.P. Morgan to use for purposes of any financial analyses or fairness opinion prepared or rendered in connection with the proposed transaction with Informa, revised long-term financial forecasts for TechTarget developed by TechTarget management as part of the 2024 budgeting process it conducts on an annual basis (the “Final TechTarget Forecasts”). The Final TechTarget Forecasts reflected lower revenues and Adjusted EBITDA in 2024-2027 relative to the Initial TechTarget Forecasts as a result of (i) the current macroeconomic environment and (ii) overall uncertainty in the current market through 2024. The macroeconomic environment caused TechTarget management to reduce its initial 2024 forecasted revenue, which had a cascading effect throughout the remaining revenue periods. Additionally, as a result of the decrease in revenues anticipated, certain costs were reduced. For more information about the long-term financial forecasts the TechTarget Board approved, see the section titled “Projected Financial Data” beginning on page 120 of this combined proxy statement/prospectus.

A representative of BrightTower then provided an overview of Informa as a whole, and management provided a detailed review of the businesses proposed to be contributed by Informa to the combined company as well as the anticipated benefits of the proposed transaction. Management and TechTarget’s advisors next updated the directors on the diligence that had been conducted to date on the Informa Tech Digital Businesses. Representatives of WilmerHale discussed with the directors the draft Transaction Agreement and Stockholders Agreement term sheet circulated by Clifford Chance earlier in the week, including proposed responses on the key outstanding issues (including with respect to the amount of the termination fee to be proposed by TechTarget in the next draft of the Transaction Agreement).

Later that afternoon, based on the instructions of the TechTarget Board at the earlier meeting, representatives of WilmerHale distributed to representatives of Clifford Chance a revised draft of the Stockholders Agreement term sheet. The principal revisions from the prior Clifford Chance draft were (i) providing that as of the closing, TechTarget would designate four (rather than three) directors, at least three of whom would qualify as independent directors, and Informa would designate four (rather than five) directors, at least two of whom would qualify as independent directors, (ii) extending the time period during which any going private transaction involving Informa or any of its affiliates would require the approval of both an independent special committee and the holders of a majority of NewCo’s outstanding common stock other than Informa and its affiliates until such time as Informa and its affiliates no longer collectively beneficially own at least 30% of the outstanding NewCo voting securities, (iii) deleting Informa’s approval rights over various NewCo actions, (iv) extending Informa’s standstill obligations until such time as Informa no longer has director designation rights, (v) reinserting the non-compete and non-solicit obligations on the part of Informa and (vi) providing that Informa would only be permitted to assign its rights under the Stockholders Agreement for so long as it continued to beneficially own at least 20% of NewCo’s outstanding voting securities and only to any person who acquires 100% of the equity interests held by Informa.

On December 4, 2023, representatives of Clifford Chance delivered to representatives of WilmerHale an initial draft of the Tax Matters Agreement, and representatives of WilmerHale distributed to representatives of Clifford Chance a revised draft of the Transaction Agreement. The revised draft Transaction Agreement (i) included a closing condition in TechTarget’s favor that the audited financial statements and interim financial statements to be delivered by Informa with respect to the Informa Tech Digital Businesses shall not differ from the corresponding financial statements provided at the time of signing the Transaction Agreement in a manner that is material to the intrinsic value of the Informa Tech Digital Businesses in a manner that is adverse and a termination right in favor of TechTarget if such financial statements were not delivered by a date to be agreed

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upon or if when delivered the foregoing closing condition would not be satisfied, (ii) deleted the closing condition in Informa’s favor with respect to TechTarget obtaining a senior lending facility and included an obligation on the part of Informa to provide a credit facility in the event that TechTarget was unable to obtain a new debt facility sufficient to satisfy TechTarget’s obligations under its convertible notes and for general working capital purposes, (iii) proposed that the termination fee payable by TechTarget in certain circumstances would be equal to 2.5% of the TechTarget market capitalization, (iv) proposed that if the Transaction Agreement were terminated as a result of the failure to obtain required governmental approvals, Informa would be required to pay TechTarget an equivalent termination fee and (v) provided that NewCo would indemnify Informa in respect of liabilities assumed by NewCo in connection with the proposed transaction, and Informa would indemnify NewCo in respect of liabilities retained by Informa in connection with the proposed transaction, as well as for breaches of certain representations and warranties made by Informa in the Transaction Agreement relating to no undisclosed liabilities and sufficiency of assets.

On December 7, 2023, Messrs. Strakosch, Cotoia and Hawk, Daniel Noreck, Chief Financial Officer of TechTarget, Charles Rennick, General Counsel of TechTarget, and representatives of J.P. Morgan and WilmerHale, on the one hand, and Messrs. Roth and Nugent, Rupert Hopley, Group General Counsel of Informa, other members of the Informa management team, and representatives of Centerview and Clifford Chance, on the other hand, held a videoconference during which they discussed the principal outstanding issues on the Transaction Agreement and Stockholders Agreement term sheet including, among other things, (i) with respect to the Transaction Agreement, (a) conditionality and termination rights relating to the delivery of the financial statements for the Informa Tech Digital Businesses, (b) Informa’s backstop of TechTarget obtaining a new credit facility, (c) the termination fees payable by TechTarget and Informa, respectively, including Informa stating that it would not agree to pay a reverse breakup fee given that the parties did not anticipate any impediments to obtaining regulatory approvals, and (d) Informa’s indemnification obligations in respect of breaches of representations and warranties, and (ii) with respect to the Stockholders Agreement term sheet, (a) the composition of the NewCo Board, (b) restrictions on going private transactions as well as the standstill covenants that would be applicable to Informa, (c) Informa’s request for consent rights over various NewCo actions, and (d) the non-compete and non-solicit provisions reinserted in TechTarget’s revised draft.

On December 9, 2023, representatives of Clifford Chance distributed to representatives of WilmerHale an initial draft of the Stockholders Agreement and the NewCo Amended and Restated Certificate of Incorporation. The draft Stockholders Agreement, among other things, (i) provided that as of the closing, the NewCo Board would consist of ten directors, including (1) the Co-CEOs, (2) five directors designated by Informa, including the initial Non-Executive Chair and (3) three directors designated by TechTarget, (ii) included consent rights for Informa over various potential actions by TechTarget for so long as it met minimum ownership requirements, (iii) provided no restrictions on Informa making acquisition proposals for NewCo or other standstill restrictions (other than certain acquisitions of securities), (iv) provided that for so long as Informa owned at least 40% of NewCo’s outstanding shares, any going private transaction would require the approval of either (as selected by Informa in its sole discretion) a Related Party Transactions Committee (or RPT Committee) or the holders of a majority of NewCo’s outstanding shares other than those owned by Informa and its affiliates and (v) included restrictions on Informa acquiring (but not operating) a competitive business and restrictions on each of Informa and NewCo soliciting and hiring specified employees of the other.

On December 12, 2023, representatives of Clifford Chance sent to representatives of WilmerHale a revised draft Transaction Agreement as well as initial drafts of the STSAs. The revised draft Transaction Agreement, among other things, (i) included, in addition to the two-way working capital adjustment described above, a two-way adjustment to the cash amount to be contributed by Informa to the extent that the 2023 EBITDA of the Informa Tech Digital Businesses was more or less than an amount to be agreed upon (subject to a $2 million deductible and a $25 million cap), (ii) provided for accelerated vesting and conversion into the merger consideration of 100% of the RSUs held by eight TechTarget executives and 50% of the RSUs held by other employees, in each case consistent with the terms of such RSUs, and the reinvestment of a specified portion of the cash proceeds to be received in a NewCo share ownership program, (iii) included a December 31, 2024

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deadline for Informa to deliver audited financial statements for the Informa Tech Digital Businesses, after which TechTarget would have the right to terminate the Transaction Agreement, (iv) replaced the closing condition in TechTarget’s favor relating to the financial statements for the Informa Tech Digital Businesses and added a termination right in favor of either party if the EBITDA adjustment described above would exceed the $25 million cap, (v) proposed a termination date of March 31, 2025, with a to be determined extension period if all conditions are satisfied other than those relating to TechTarget stockholder approval, the effectiveness of the Registration Statement on Form S-4 or the approval of the listing of the NewCo shares of common stock on Nasdaq, (vi) proposed a termination fee of $45 million (based on 3.6% of the equity value ascribed to TechTarget in the transaction) payable by TechTarget if the Transaction Agreement is terminated under certain circumstances, (vii) deleted the termination fee payable by Informa if the Transaction Agreement is terminated as a result of the failure to obtain regulatory approvals and (viii) deleted Informa’s obligation to indemnify NewCo in respect of breaches of Informa’s representations and warranties regarding no undisclosed liabilities, but included non-current liabilities in the working capital adjustment.

On December 13, 2023, representatives of Clifford Chance delivered to representatives of WilmerHale initial drafts of the Brand License Agreement and the Data Sharing Agreement.

On December 14, 2023, Messrs. Strakosch, Cotoia, Hawk, Noreck, and Rennick, and representatives of J.P. Morgan and WilmerHale, on the one hand, and Messrs. Roth, Nugent, and Hopley, other members of the Informa management team, and representatives of Centerview and Clifford Chance, on the other hand, held a videoconference during which they discussed the principal outstanding issues on the Transaction Agreement and Stockholders Agreement.

On December 15, 2023, the TechTarget Board had a telephonic meeting during which they further discussed the proposed transaction. Also present were members of TechTarget management and representatives of J.P. Morgan, BrightTower and WilmerHale. Management provided the directors with an update on the discussions with Informa since the prior Board meeting. Representatives of J.P. Morgan then discussed with the Board certain preliminary financial analyses in connection with the proposed transaction. Management and representatives of WilmerHale provided an update to the Board on the due diligence performed to date and discussed with the Board the status of, and key open issues on, the transaction documents, including receiving the Board’s guidance on the termination fee to be proposed by TechTarget in the next draft of the Transaction Agreement. Based on the discussion of the status of due diligence and the fact that the key financial terms of the Transaction Agreement had been agreed upon, the TechTarget Board authorized management to begin engaging in discussions regarding equity and post-closing compensation matters (for more information about these arrangements, see the section titled “Interests of TechTarget’s Directors and Executive Officers in the Transaction” beginning on page 151 of this combined proxy statement/prospectus).

Following this discussion, the representatives of J.P. Morgan, BrightTower and WilmerHale left the meeting. Management discussed with the Board the terms and conditions of the engagement letter proposed to be entered into with J.P. Morgan to serve as TechTarget’s financial advisor in connection with the proposed transaction. Following discussion, the TechTarget Board authorized management to execute the J.P. Morgan engagement letter substantially in the form presented at the meeting.

Also on December 15, 2023, representatives of Clifford Chance distributed to representatives of WilmerHale an initial draft of the term sheet for the Commercial Cooperation Agreement, and representatives of WilmerHale sent to representatives of Clifford Chance revised drafts of the Transaction Agreement and Stockholders Agreement. The revised draft Transaction Agreement, among other things, (i) revised the EBITDA-related purchase price adjustment and termination right to each be only one-way in favor of TechTarget and to cap the EBITDA adjustment at $35 million rather than $25 million, and (ii) reduced the amount of the termination fee payable by TechTarget in certain circumstances to $35 million, representing 2.8% of the equity value ascribed to TechTarget in the transaction.

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The revised draft of the Stockholders Agreement, among other things, (i) added restrictions on transfer of NewCo shares held by Informa to competitors of NewCo, (ii) provided that until the second anniversary of the closing, any going private transaction would require the approval of both an RPT Committee and the holders of a majority of NewCo’s outstanding shares other than those owned by Informa and its affiliates, and after such second anniversary any such transaction would require either, but not both, of such approvals, as elected by Informa in its sole discretion, and (iii) scaled back certain of the information reporting obligations of NewCo.

On December 16, 2023, representatives of Clifford Chance distributed to representatives of WilmerHale a revised draft of the Stockholders Agreement which did not raise any material issues relative to the prior draft circulated by representatives of WilmerHale. In addition, representatives of Clifford Chance sent to representatives of WilmerHale an initial draft term sheet for the proposed credit facility to be provided by Informa in the event that CombineCo and TechTarget were not able to obtain a new facility prior to the closing.

On December 18, 2023, TechTarget and J.P. Morgan executed an engagement letter memorializing J.P. Morgan’s retention to act as TechTarget’s financial advisor in connection with a potential business combination transaction involving the company, including the proposed Informa transaction.

On December 21, 2023, representatives of Clifford Chance distributed to representatives of WilmerHale revised drafts of the Transaction Agreement and the Stockholders Agreement. The revised draft of the Transaction Agreement, among other things, (i) included a June 30, 2024 deadline for Informa to deliver audited financial statements for the Informa Tech Digital Businesses, and a right of TechTarget to terminate the Transaction Agreement if such financial statements were not delivered on or prior to August 10, 2024, (ii) proposed a termination date of December 20, 2024 and (iii) indicated that Informa did not accept the $35 million termination fee proposed by TechTarget in its most recent draft of the Transaction Agreement but did not make a counterproposal. The only revisions to the Stockholders Agreement from the prior Clifford Chance draft were to the sections relating to NewCo’s information and reporting obligations.

On December 22, 2023, Mr. Hawk sent an email to Mr. Roth outlining the key open issues on the Transaction Agreement and TechTarget’s proposals to resolve such issues, which issues were subsequently discussed via teleconference between Mr. Hawk and Stuart Poyser, Group Director of Corporate Development of Informa, on December 26, 2023.

Additional drafts of the Stockholders Agreement were circulated by representatives of WilmerHale and Clifford Chance on December 21, 2023 and December 22, 2023, respectively, and on December 26, 2023, representatives of WilmerHale distributed to representatives of Clifford Chance a revised copy of the Amended and Restated Certificate of Incorporation of NewCo.

On December 29, 2023, representatives of WilmerHale and Clifford Chance held a teleconference to further discuss the open issues on the Transaction Agreement.

Also during the course of December 2023, the parties and their respective advisors continued to conduct their respective due diligence reviews of the potential transaction.

During late December 2023 and early January 2024, Messrs. Strakosch, Cotoia, Hawk, Noreck and Niemec and Ms. Kitchens (collectively referred to as the “TechTarget senior executive team”) and representatives of Informa’s senior management team, directly and through counsel, engaged in a series of communications about, and negotiations over, the terms of a proposed lock-up of shares of NewCo common stock to be held by certain members of TechTarget’s senior executive team, including the number of shares to be subject to the lock-up and the length of the lock-up. They also communicated about, and negotiated directly over, the terms of post-closing employment agreements (applicable to Mr. Hawk, Mr. Noreck, Mr. Niemiec and Ms. Kitchens) and separation agreements (applicable to Messrs. Strakosch and Cotoia), and a consulting agreement for Mr. Cotoia. Those communications and negotiations related to, among other points, post-closing roles, continued service periods,

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required notice periods for termination, non-competition and non-solicitation periods and severance amounts. To facilitate the Transactions, the TechTarget Board agreed on December 29, 2023 to pay the fees and expenses of counsel to the TechTarget senior executive team (“management counsel”) on their behalf.

On December 31, 2023, representatives of Clifford Chance on behalf of Informa sent an initial draft “form” of lock-up agreement for the TechTarget senior executive team to Mr. Hawk. Among other things, Informa’s proposal contemplated that: (i) each of Messrs. Strakosch, Cotoia and Hawk would agree to lock up 62% of the value of the shares of NewCo common stock and cash to be paid in respect of his vested TechTarget RSUs, after taxes had been withheld, (ii) each of Ms. Kitchens, Mr. Noreck and Mr. Niemiec would agree to lock up 35% of the value of the shares of NewCo common stock and cash to be paid in respect of her or his vested TechTarget RSUs, after taxes had been withheld, and (iii) in each case, the lock-up period would begin on the Closing Date and would end with respect to one-third of the shares subject to lock-up on each of the dates one year, two years, and three years, respectively, after the Closing Date.

On January 2, 2023, representatives of WilmerHale distributed to representatives of Clifford Chance a revised draft of the Transaction Agreement memorializing the discussions over the prior week. The revised draft provided, among other things, (i) for accelerated vesting of all options to purchase shares of TechTarget common stock upon the Effective Time, (ii) for the removal of the concept of merger consideration being delivered in respect of TechTarget RSUs being reinvested in a NewCo share ownership program, (iii) that NewCo would establish a new equity incentive plan and employee stock purchase plan to be effective upon the closing, (iv) for an uncapped one-way adjustment in TechTarget’s favor to the cash contribution to be made by Informa at the closing in the amount of the non-current liabilities of the Informa Tech Digital Businesses as of the closing, (v) for a May 31, 2024 deadline for Informa to deliver audited financial statements for the Informa Tech Digital Businesses, and a right of TechTarget to terminate the Transaction Agreement if such financial statements were not delivered on or prior to August 9, 2024, and (vi) that the termination fee payable by TechTarget in certain circumstances would be $40 million (representing 3.2% of the equity value ascribed to TechTarget in the transaction) provided that if the requisite financial statements of the Informa Tech Digital Businesses were not delivered by the May 31, 2024 deadline, such termination fee would be reduced to $30 million until such time as such financial statements were delivered.

On January 3, 2024, management counsel on behalf of the TechTarget senior executive team responded to Clifford Chance’s draft “form” of lock-up agreement to request certain changes. Among other things, the TechTarget senior executive team requested (i) certain technical changes to the methodology for determining the number of lock-up shares, (ii) that only Mr. Hawk and Mr. Strakosch be subject to the higher lock-up threshold proposed, with all other executives being required to lock-up only 25% of the value of the shares of NewCo common stock and cash to be paid in respect of their vested TechTarget RSUs, after taxes had been withheld, and (iii) that the lock-up period fall away early if an executive’s employment with NewCo were to end in any circumstances other than termination by NewCo for cause or resignation by the executive without good reason (to reduce the lock-up period to two years under those circumstances), which was particularly relevant to Messrs. Hawk, Strakosch and Cotoia who were expected to terminate employment with NewCo in connection with, or within a limited time following, the Closing.

On January 3, 2024, representatives of Clifford Chance on behalf of Informa provided initial draft employment agreements for Mr. Hawk, Mr. Noreck, Mr. Niemiec and Ms. Kitchens. The drafts generally followed the form of each executive’s then-current employment agreement, but proposed certain significant changes, including that: (i) each executive would be required to give six months’ written notice of a termination of employment, (ii) upon a termination of the executive’s employment by the company without cause or the executive’s resignation for good reason, NewCo would provide the executive with six months’ base salary continuation and pro-rated vesting of time and performance-based equity awards (subject to a minimum equal to 50% of the executive’s unvested awards upon the expiration of the applicable notice period) and (iii) the executive would be subject to a non-competition period that could extend in certain circumstances to 24 months after his or her employment period ended. In addition, the draft amended employment agreements memorialized each executive’s then-current base salary and target bonus level.

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On January 4, 2024, management counsel on behalf of Mr. Hawk, Mr. Noreck, Mr. Niemiec and Ms. Kitchens responded to Clifford Chance’s draft employment agreements. Among the changes that Mr. Hawk, Mr. Noreck, Mr. Niemiec and Ms. Kitchens requested were: (i) a reduction in the required period for notice of termination to three months (or, in the case of a termination without cause or a resignation for good reason, 60 days), (ii) that the post-employment noncompetition and non-solicitation periods be fixed at nine months without the possibility of additional extensions, and (iii) that the change in control-related equity acceleration rights provided under his or her then-current employment agreement be retained. Further, Mr. Hawk requested a six-month post-closing employment term, followed by payment of his existing severance entitlements and a clarification that his 2024 bonus would be paid in full even if his employment ended prior to the time 2024 bonuses were otherwise paid.

On January 4, 2024, representatives of WilmerHale sent to representatives of Clifford Chance a revised draft of the Stockholders Agreement, which, among other things, memorialized the parties’ agreement that as of the closing NewCo would have a single Chief Executive Officer, who would be the current Chief Executive Officer of Informa’s Informa Tech division, and that accordingly, the size of the NewCo Board as of the closing would be reduced from ten to nine directors. The parties mutually agreed that having a single Chief Executive Officer as of the closing provided the most efficient operating structure, and that Mr. Nugent, as Chief Executive Officer, would continue to have the benefit of Mr. Cotoia’s experience and leadership through an ongoing consulting agreement.

Over the next several days, the parties exchanged several drafts of the Transaction Agreement, Stockholders Agreement and other transaction documents.

On January 5, 2024, representatives of Clifford Chance on behalf of Informa provided drafts of the separation agreements for Messrs. Strakosch and Cotoia. The drafts generally provided for the payment of severance consistent with the executives’ then-current contractual entitlements, upon termination at the closing of the Transactions, but, in the case of Mr. Cotoia, severance would be paid commencing at the end of a post-closing consulting period.

On January 5, 2024, management counsel on behalf of Messrs. Strakosch and Cotoia provided representatives of Clifford Chance with a revised draft of their form of separation agreement. Among the changes included in the draft were (i) that Mr. Cotoia’s severance would run concurrently with his consulting period, (ii) that the severance amounts for the executives would be increased to account for the amount they would have been paid during the 60-day notice period that applied under their then-existing employment agreements, (iii) an increase in the COBRA subsidy period from 12 months to 18 months and (iv) changes to the calculation methodology for the COBRA subsidy and for a separate pro rata bonus payment. Management counsel also provided representatives of Clifford Chance with a markup of the lock-up agreement, which was generally consistent with the comments made on January 3, 2024 as described above.

Negotiations regarding the forms of lock-up agreement, employment agreement and separation agreement continued over the following days. On January 7, 2024, representatives of Clifford Chance provided to management counsel revised drafts of the forms of lock-up agreement, employment agreement and separation agreement, as well as an initial draft of Mr. Cotoia’s consulting agreement. Among the issues raised by those drafts were (i) the length of the lock-up period for Messrs. Hawk, Strakosch and Cotoia, (ii) the length of the required notice period under the employment agreement, (iii) the length of the non-compete and non-solicitation periods under the employment agreement and separation agreement, and (iv) the term (including rights to early termination) and consulting fees payable under the consulting agreement.

On January 8, 2024, the TechTarget Board held a special meeting to discuss the proposed transaction. Also present were members of TechTarget management and representatives of J.P. Morgan, BrightTower and WilmerHale. Management provided the directors with an update on the discussions since the last Board meeting and discussed with the directors the key benefits of the proposed transaction, including that the combination

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would enhance value for TechTarget stockholders, while delivering the company revenue and market diversification, enhanced scale, and additional opportunity with accounts and end users. Representatives of WilmerHale then discussed with the Board the directors’ fiduciary duties in connection with the proposed transaction. During the meeting, the representatives of J.P. Morgan reviewed with the TechTarget Board its analysis of the financial terms of the proposed transaction. The representatives of J.P. Morgan also presented information regarding the potential cost and revenue synergies of the proposed transaction identified by representatives of TechTarget management in consultation with representatives of Informa management. Next, management discussed with the directors in detail the results of the due diligence review of the Informa Tech Digital Businesses and the proposed transaction. Representatives of WilmerHale noted that the Transaction Agreement, Stockholders Agreement and other definitive documentation were in substantially agreed-upon form and reviewed their key terms, including the key terms of the agreements proposed to be entered into with members of TechTarget management.

Between January 8, 2024 and January 10, 2024, the parties’ respective counsel had several discussions and circulated several drafts of the Transaction Agreement and other transaction documents in an effort to finalize such documents. The final provisions of the lock-up agreements, employment agreements, separation agreements and consulting agreement to be entered into with members of the TechTarget senior executive team continued to be negotiated among the parties during January 8, 2024, and January 9, 2024. The final forms of each agreement were agreed by all parties on January 9, 2024.

On January 10, 2024, shortly after market close, the TechTarget Board held a special meeting to discuss the proposed transaction. Also present were members of TechTarget management and representatives of J.P. Morgan, BrightTower and WilmerHale. Representatives of WilmerHale provided an update on the Transaction Agreement and other transaction documents, and noted that there had been no significant changes to the transaction documents and no material updates to the due diligence findings since the prior Board meeting. Representatives of J.P. Morgan reviewed with the TechTarget Board its analysis of the financial terms of the proposed transaction, which were substantially the same as the analyses discussed at the previous Board meeting, subject to immaterial revisions to reflect the previous day’s market information. After J.P. Morgan’s presentation, representatives of J.P. Morgan rendered to the TechTarget Board an oral opinion, which was subsequently confirmed by delivery of a written opinion to the TechTarget Board dated January 10, 2024 (a copy of which is attached as Annex B to this combined proxy statement/prospectus), that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the consideration to be received by the holders of TechTarget common stock in the proposed transaction is fair, from a financial point of view, to such holders. The TechTarget Board then unanimously adopted resolutions (i) determining that the Transaction Agreement and the transactions contemplated thereby, including without limitation the Merger, are advisable, fair to and in the best interests of TechTarget and its stockholders, (ii) adopting and approving the Transaction Agreement and the transactions contemplated thereby, and (iii) directing that the Transaction Agreement be submitted to the stockholders of TechTarget for their adoption and recommending that all of TechTarget’s stockholders adopt the Transaction Agreement in accordance with applicable law. For a detailed discussion of J.P. Morgan’s opinion, please see below under “—Opinion of TechTarget’s Financial Advisor.”

Later that day on January 10, 2024, the parties executed the Transaction Agreement and each issued a press release announcing the execution of the Transaction Agreement. TechTarget also filed a Current Report on Form 8-K attaching the press release and a joint investor presentation with respect to the transaction.

In connection with the signing of the Transaction Agreement on January 10, 2024, each member of the TechTarget senior executive team signed the individual agreements that applied to him or her.

Since the announcement of the transaction, TechTarget management received several inquiries with respect to a potential transaction from third party investment firms, none of which referred to the Informa transaction or made any specific proposal for a transaction. After review of the identity and background regarding these firms,

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TechTarget management concluded that such inquiries were not credible and would not reasonably be expected to lead to a credible proposal. Nevertheless, management responded to these inquiries via email advising of the execution of the Transaction Agreement with Informa and directing the parties to the restrictions therein relating to discussions regarding Acquisition Proposals. TechTarget management also advised representatives of Informa of these inquiries. There have been no further communications from any of these parties after being advised of the Informa transaction.

Recommendation of the TechTarget Board and Its Reasons for the Transactions

At a meeting on January 10, 2024, the TechTarget Board unanimously determined that the Transaction Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of TechTarget and its stockholders, and adopted and approved the Transaction Agreement and the Transactions, including the Merger. The TechTarget Board subsequently unanimously ratified the Transaction Agreement and the Transactions, including the Merger, by action by written consent dated June 13, 2024. The TechTarget Board recommends that the stockholders of TechTarget adopt the Transaction Agreement and approve the Transactions, including the Merger.

All seven members of the TechTarget Board were present at the meeting held on January 10, 2024.

In evaluating the Transaction Agreement and the Transactions, the TechTarget Board consulted with TechTarget’s management, as well as TechTarget’s outside legal counsel and its financial advisors, and considered a number of factors, weighing both the expected benefits and the potential risks of the Transactions.

The TechTarget Board considered the following factors (not in any relative order of importance) that it believes support its determinations and recommendation:

Aggregate Value of the Informa Tech Digital Businesses and Cash Consideration

• Composition of the Merger Consideration. The TechTarget Board considered the fact that the cash component of the Merger Consideration will provide TechTarget stockholders with immediate liquidity and certainty of value, and the equity component of the Merger Consideration will provide TechTarget stockholders the opportunity to participate in the potential long-term value creation of the combined company.

• Fixed Ownership Percentage in NewCo. The terms of the Transaction Agreement ensure that, immediately following the Closing, current TechTarget stockholders will collectively own approximately 43% of the outstanding NewCo common stock, but excluding shares issuable upon conversion of TechTarget convertible notes or shares reserved for future grants pursuant to NewCo equity incentive plans.

Strategic Rationale and Synergies

• Business and Financial Information of TechTarget. The TechTarget Board considered TechTarget’s current, historical and projected financial condition, results of operations, business, competitive position, prospects, properties, assets, liabilities and the long-range plan of TechTarget on a standalone basis. The TechTarget Board also considered execution risks associated with TechTarget’s long-range plan given the recent trend of reduced revenue and Adjusted EBITDA of TechTarget. Specifically, the TechTarget Board considered the need for TechTarget to increase its scale and diversification to better position it to compete in a more challenging enterprise technology environment. The TechTarget Board also considered the ability of TechTarget to address these needs through certain potential alternative transactions, including a potential acquisition of Target Company A and several other transaction opportunities, and the belief of the TechTarget Board, in consultation with TechTarget management

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and its advisors, that the other opportunities reviewed by the TechTarget Board presented substantial risks to TechTarget and its stockholders. See “The Transactions—Background of the Transactions” beginning on page 98 of this combined proxy statement/prospectus. The TechTarget Board considered these execution risks associated with TechTarget’s long-range plan as compared to the certainty of realizing the immediate cash value of the cash component of the Merger Consideration to TechTarget stockholders and the opportunity to participate in the potential long-term value creation of the combined company afforded to TechTarget stockholders through the equity component of the Merger Consideration. See “Projected Financial Data” beginning on page 120 of this combined proxy statement/prospectus for additional discussion of the projected financial information that the TechTarget Board considered.

• Benefits of a Combined Company. The TechTarget Board considered the benefits of the Transactions to current TechTarget stockholders, including that (i) the combined company would be a leading provider of data driven marketing analytics, sales enablement solutions, advisory services, and events for the enterprise technology and technology enabled vertical markets, (ii) the combined company would have greater product diversification through the addition of research brands which provide annual subscription revenue paid in advance as well as revenue from ad-hoc consulting projects undertaken, (iii) the scale of the combined company would provide larger cash flows and a stronger balance sheet, (iv) the combined company would have greater geographic diversification, with over 5,000 combined global customers and 35% pro forma revenue from outside of the United States, thereby reducing exposure to geographic market fluctuations, (v) the combined company would have expanded potential market penetration beyond enterprise technology vendors, with a combined customer base including sectors like financial technology, supply chain, manufacturing, life sciences, and telecom, resulting in more stable revenue streams due to reduced impact of the enterprise technology market’s cyclicality, (vi) TechTarget had previously sought to acquire the Industry Dive business included in the Informa Tech Digital Businesses prior to the Transactions based on the rationale of bringing TechTarget’s expertise and know-how to the vertical market opportunity, (vii) the combined company would benefit from an increase in first party B2B audience data, generated at Informa’s live and on-demand events, as part of a two-way data sharing agreement with Informa, and (viii) the combined company would be well positioned for sector expansion and to unlock further value in the Informa Tech Digital Businesses’ digital assets. The TechTarget Board also considered the benefits of the Transactions to NewCo’s ability to realize significant revenue and cost synergy opportunities and access a wider range of acquisition and investment targets across industries, products and geographies.

• Strategic Alternatives. The TechTarget Board considered strategic alternatives for maximizing stockholder value over the long term that were reasonably available to TechTarget, including remaining as a standalone company and the potential to acquire, be acqui