Form RW - Registration Withdrawal Request
27 September 2023 - 5:28AM
Edgar (US Regulatory)
ZeroFox Holdings, Inc.
1834 S. Charles Street
Baltimore, MD 21230
September 26,
2023
VIA EDGAR
United States Securities and
Exchange Commission
Division of Corporation Finance
Office
of Trade & Services
100 F Street, N.E.
Washington,
DC 20549
| Re: |
ZeroFox Holdings, Inc. |
File No. 333-271028
Ladies and Gentlemen:
ZeroFox Holdings, Inc.
(the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the
Registrant’s filing (the “Filing”) made on September 20, 2023 of its Rule 424(b)(3) prospectus which was incorrectly filed on EDGAR as a post-effective amendment (File
No. 333-271028). The related post-effective Amendment No. 1 to Form S-1 on Form S-3 registration statement was
filed on September 12, 2023 and declared effective by the Commission on September 20, 2023.
If you have any questions with
respect to this matter, please contact Jeffrey N. Ostrager of Venable LLP, counsel to the Registrant, at (212) 218-2142.
|
|
|
| Very truly yours, |
|
| ZEROFOX HOLDINGS, INC. |
|
|
| By: |
|
/s/ Timothy S. Bender |
| Name: |
|
Timothy S. Bender |
| Title: |
|
Chief Financial Officer |
| cc: |
Thomas P. FitzGerald, ZeroFox Holdings, Inc. |
Jeffrey N. Ostrager, Venable LLP
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