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CUSIP No.
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98955G103
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SCHEDULE
13G
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13
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16
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote
See response to Item 5 on each cover
page.
(ii) Shared power to vote or to direct the
vote
See response to Item 6 on each cover
page.
(iii) Sole power to dispose or to direct the disposition
of
See response to Item 7 on each cover
page.
(iv) Shared power to dispose or to direct the disposition
of
See response to Item 8 on each cover
page.
The securities disclosed herein as
potentially beneficially owned by Millennium Management LLC,
Millennium Group Management LLC and Mr. Englander are held by
entities subject to voting control and investment discretion by
Millennium Management LLC and/or other investment managers that may
be controlled by Millennium Group Management LLC (the managing
member of Millennium Management LLC) and Mr. Englander (the sole
voting trustee of the managing member of Millennium Group
Management LLC). The foregoing should not be construed in and of
itself as an admission by Millennium Management LLC, Millennium
Group Management LLC or Mr. Englander as to beneficial ownership of
the securities held by such entities.
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 five percent of the
class of securities, check the following þ .
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
See Exhibit I.
Item 9. Notice of Dissolution of
Group
Not
applicable.
Item 10.
Certification
By signing below each of the undersigned
certifies that, to the best of its 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.
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CUSIP No.
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98955G103
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SCHEDULE 13G
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Page |
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14
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16
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Exhibits:
Exhibit I: Joint Filing
Agreement, dated as of February 13, 2023, by and among Integrated
Core Strategies (US) LLC, Integrated Assets II LLC, ICS
Opportunities II LLC, ICS Opportunities, Ltd., Millennium
International Management LP, Millennium Management LLC, Millennium
Group Management LLC and Israel A.
Englander.
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CUSIP No.
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98955G103
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SCHEDULE 13G
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Page |
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15
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of |
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16
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SIGNATURE
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After reasonable
inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 13, 2023
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INTEGRATED CORE STRATEGIES
(US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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INTEGRATED
ASSETS II LLC
By: Millennium International Management LP,
its Investment
Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL
MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A. Englander
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Israel A. Englander
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CUSIP No.
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98955G103
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SCHEDULE 13G
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Page |
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16
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of |
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16
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EXHIBIT I |
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JOINT FILING AGREEMENT |
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This will confirm
the agreement by and among the undersigned that the Schedule 13G
filed with the Securities and Exchange Commission on or about the
date hereof with respect to the beneficial ownership by the
undersigned of the Common Stock, par value $0.0001 per share, of
ZeroFox Holdings, Inc. will be filed on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended. This
Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: February 13, 2023
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INTEGRATED CORE STRATEGIES
(US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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INTEGRATED ASSETS II LLC
By: Millennium International Management LP,
its Investment
Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment
Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL
MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT
LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A. Englander
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Israel A. Englander
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