UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 3)*
| ZeroFox Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value per share (the “Shares”) |
| (Title of Class of Securities) |
| 98955G103 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98955G103 | 13G | Page 2 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Citadel Advisors LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
0 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%1 | ||
| 12. |
TYPE OF REPORTING PERSON
IA; OO; HC | ||
_________________________
| 1 | The percentages reported in this Schedule 13G are based upon 118,180,269 Shares outstanding comprised of (i) 118,178,028 Shares outstanding as of December 7, 2022 (according to the issuer’s Form S-1 as filed with the Securities and Exchange Commission on December 12, 2022), and (ii) 2,241 shares issuable upon the exercise of certain warrants held by affiliates of the Reporting Persons. |
| CUSIP No. 98955G103 | 13G | Page 3 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Citadel Advisors Holdings LP | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
0 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12. |
TYPE OF REPORTING PERSON
PN; HC | ||
| CUSIP No. 98955G103 | 13G | Page 4 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Citadel GP LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
0 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12. |
TYPE OF REPORTING PERSON
OO; HC | ||
| CUSIP No. 98955G103 | 13G | Page 5 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Citadel Securities LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
2,287 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12. |
TYPE OF REPORTING PERSON
BD; OO | ||
| CUSIP No. 98955G103 | 13G | Page 6 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Citadel Securities Group LP | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
2,287 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12. |
TYPE OF REPORTING PERSON
PN; HC | ||
| CUSIP No. 98955G103 | 13G | Page 7 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Citadel Securities GP LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
2,287 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12. |
TYPE OF REPORTING PERSON
OO; HC | ||
| CUSIP No. 98955G103 | 13G | Page 8 of 13 Pages |
| 1. |
NAME OF REPORTING PERSONS
Kenneth Griffin | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | |
| 6. |
SHARED VOTING POWER
2,287 Shares | ||
| 7. |
SOLE DISPOSITIVE POWER
0 | ||
| 8. |
SHARED DISPOSITIVE POWER
See Row 6 above | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above | ||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12. |
TYPE OF REPORTING PERSON
IN; HC | ||
| CUSIP No. 98955G103 | 13G | Page 9 of 13 Pages |
| Item 1(a). | Name of Issuer: |
| ZeroFox Holdings, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 1834 S. Charles Street, Baltimore, Maryland 21230 United States | |
| Item 2(a). | Name of Person Filing: |
| This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to the Shares of the above-named issuer owned by Citadel Securities. Such owned Shares may include other instruments exercisable for or convertible into Shares. | |
| CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. | |
| The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any). | |
| Item 2(b). | Address or Principal Business Office or, if none, Residence: |
| The address of each of the Reporting Persons is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131. | |
| Item 2(c). | Citizenship: |
| Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.0001 par value per share | |
| Item 2(e). | CUSIP Number: |
| 98955G103 |
| CUSIP No. 98955G103 | 13G | Page 10 of 13 Pages |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________. | ||||
| Item 4. | Ownership: | |||
| A. | Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC | |||
| (a) | Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 0 Shares. | |||
| (b) | The number of Shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding. | |||
| (c) | Number of Shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: 0 | |||
| (ii) | shared power to vote or to direct the vote: 0 | |||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | shared power to dispose or to direct the disposition of: 0 | |||
| CUSIP No. 98955G103 | 13G | Page 11 of 13 Pages |
| B. | Citadel Securities LLC | |||
| (a) | Citadel Securities LLC may be deemed to beneficially own 2,287 Shares. | |||
| (b) | The number of Shares that Citadel Securities LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding. | |||
| (c) | Number of shares of Shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: 0 | |||
| (ii) | shared power to vote or to direct the vote: 2,287 | |||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | shared power to dispose or to direct the disposition of: 2,287 | |||
| C. | Citadel Securities Group LP and Citadel Securities GP LLC | |||
| (a) | Each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own 2,287 Shares. | |||
| (b) | The number of Shares that each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding. | |||
| (c) | Number of Shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: 0 | |||
| (ii) | shared power to vote or to direct the vote: 2,287 | |||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | shared power to dispose or to direct the disposition of: 2,287 | |||
| CUSIP No. 98955G103 | 13G | Page 12 of 13 Pages |
| D. | Kenneth Griffin | |||
| (a) | Mr. Griffin may be deemed to beneficially own 2,287 Shares. | |||
| (b) | The number of Shares that Mr. Griffin may be deemed to beneficially own constitutes 0.0% of the Shares outstanding. | |||
| (c) | Number of Shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: 0 | |||
| (ii) | shared power to vote or to direct the vote: 2,287 | |||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | shared power to dispose or to direct the disposition of: 2,287 | |||
| Item 5. | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. x | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group: |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group: |
| Not Applicable | |
| Item 10. | Certifications: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 98955G103 | 13G | Page 13 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated February 14, 2023.
| CITADEL SECURITIES LLC | CITADEL ADVISORS LLC | ||||
| By: | /s/ Guy Miller | By: | /s/ Sean McHugh | ||
| Guy Miller, Authorized Signatory | Sean McHugh, Authorized Signatory | ||||
| CITADEL SECURITIES GROUP LP | CITADEL ADVISORS HOLDINGS LP | ||||
| By: | /s/ Guy Miller | By: | /s/ Sean McHugh | ||
| Guy Miller, Authorized Signatory | Sean McHugh, Authorized Signatory | ||||
| CITADEL SECURITIES GP LLC | CITADEL GP LLC | ||||
| By: | /s/ Guy Miller | By: | /s/ Sean McHugh | ||
| Guy Miller, Authorized Signatory | Sean McHugh, Authorized Signatory | ||||
| KENNETH GRIFFIN | |||||
| By: | /s/ Sean McHugh | ||||
| Sean McHugh, attorney-in-fact* | |||||
_________________________
| * | Sean McHugh is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Gores Holdings VIII, Inc. on March 18, 2022. |