Sec Form 13G Filing - ForgePoint Cybersecurity GP-I LLC filing for ZeroFox Holdings Inc. (ZFOX) - 2024-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

ZeroFox Holdings, Inc.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

98955G 103

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ 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.   98955G 103
1.

Names of Reporting Persons 

ForgePoint Cybersecurity Fund I, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a) 

 ¨

  (b)  x (1)
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 shares

6.

Shared Voting Power

5,919,355 shares (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

5,919,355 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,919,355 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

12.

Type of Reporting Person (See Instructions)

 PN

       

(1)This Schedule 13G is filed by ForgePoint Cybersecurity Fund I, L.P. (“Cybersecurity LP”), ForgePoint Cyber Affiliates Fund I, L.P. (“Cyber Affiliates”), ForgePoint Cybersecurity GP-I, LLC (“Cybersecurity GP”), Donald Dixon (“Dixon”) and Juan A. Yepez (“Yepez” and with Dixon, the “Managing Members”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)These shares are held by Cybersecurity LP. Cybersecurity GP is the general partner of Cybersecurity LP and the Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.

 

(3)This calculation is based on 124,556,726 shares of Common Stock outstanding as of December 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 7, 2023 with the Securities and Exchange Commission (the “SEC”).

 

2 

 

 

CUSIP No.   98955G 103
1.

Names of Reporting Persons 

ForgePoint Cyber Affiliates Fund I, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a) 

 ¨

  (b)  x (1)
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 shares

6.

Shared Voting Power

68,825 shares (2)

7.

Sole Dispositive Power 

0 shares

8.

Shared Dispositive Power

68,825 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person 

68,825 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9) 

0.1% (3)

12.

Type of Reporting Person (See Instructions) 

PN

       

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)These shares are held by Cyber Affiliates. Cybersecurity GP is the general partner of Cyber Affiliates and the Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.

 

(3)This calculation is based on 124,556,726 shares of Common Stock outstanding as of December 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 7, 2023 with the SEC.

 

3 

 

 

CUSIP No.   98955G 103
1.

Names of Reporting Persons

ForgePoint Cybersecurity GP-I, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a) 

 ¨

  (b)  x (1)
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 shares

6.

Shared Voting Power

5,988,180 shares (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

5,988,180 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,988,180 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

12.

Type of Reporting Person (See Instructions)

OO

       

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes (i) 5,919,355 shares held by Cybersecurity LP and (ii) 68,825 shares held by Cyber Affiliates. Cybersecurity GP is the general partner of Cybersecurity LP and Cyber Affiliates. The Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.

 

(3)This calculation is based on 124,556,726 shares of Common Stock outstanding as of December 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 7, 2023 with the SEC.

 

4 

 

 

CUSIP No.   98955G 103
1.

Names of Reporting Persons

Donald R. Dixon

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a) 

 ¨

  (b)  x (1)
3. SEC Use Only
4.

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0 shares

6.

Shared Voting Power

5,988,180 shares (2)

7.

Sole Dispositive Power

0 shares

8.

Shared Dispositive Power

5,988,180 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,988,180 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

12.

Type of Reporting Person (See Instructions)

IN

       

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes (i) 5,919,355 shares held by Cybersecurity LP and (ii) 68,825 shares held by Cyber Affiliates. Cybersecurity GP is the general partner of Cybersecurity LP and Cyber Affiliates. The Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.

 

(3)This calculation is based on 124,556,726 shares of Common Stock outstanding as of December 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 7, 2023 with the SEC.

 

5 

 

 

CUSIP No.   98955G 103
1.

Names of Reporting Persons 

Alberto J. Yepez 

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a) 

 ¨

  (b)  x (1)
3. SEC Use Only
4.

Citizenship or Place of Organization 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power 

0 shares

6.

Shared Voting Power 

5,988,180 shares (2)

7.

Sole Dispositive Power 

0 shares

8.

Shared Dispositive Power 

5,988,180 shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person 

5,988,180 shares (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

12.

Type of Reporting Person (See Instructions) 

IN

       

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes (i) 5,919,355 shares held by Cybersecurity LP and (ii) 68,825 shares held by Cyber Affiliates. Cybersecurity GP is the general partner of Cybersecurity LP and Cyber Affiliates. The Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.

 

(3)This calculation is based on 124,556,726 shares of Common Stock outstanding as of December 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 7, 2023 with the SEC.

 

6 

 

 

Item 1.
  (a)

Name of Issuer

 

ZeroFox Holdings, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

1834 S. Charles St.

Baltimore, MD 21230

 
Item 2.
  (a)

Name of Person Filing

 

ForgePoint CyberSecurity Fund I, L.P. (“Cybersecurity LP”)

ForgePoint Cyber Affiliates Fund I, L.P. (“Cyber Affiliates”)

ForgePoint Cybersecurity GP-I, LLC (“Cybersecurity GP”)

Donald R. Dixon (“Dixon”)

Juan A. Yepez (“Yepez”)

  (b)

Address of Principal Business Office or, if none, Residence

400 S. El Camino Real, Suite 1050

San Mateo, CA 94402

  (c) Citizenship
    Entities: Cybersecurity LP - Delaware
      Cyber Affiliates - Delaware
      Cybersecurity GP - Delaware
    Individuals: Dixon - United States of America
      Yepez - United States of America
  (d)

Title of Class of Securities 

Common stock, $0.0001 par value (“Common Stock”)

  (e)

CUSIP Number 

98955G 103

 
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:
  Not applicable

 

7 

 

 

Item 4. Ownership
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023:

 

Reporting Persons 

Shares
Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (2)

 
Cybersecurity LP (1)   5,919,355        5,919,355        5,919,355    5,919,355    4.8%
Cyber Affiliates (2)   68,825         68,825         68,825    68,825    0.1%
Cybersecurity GP (1)(2)             5,988,180         5,988,180    5,988,180    4.8%
Dixon (1)(2)             5,988,180         5,988,180    5,988,180    4.8%
Yepez  (1)(2)             5,988,180         5,988,180    5,988,180    4.8%

 

 

(1)Includes 5,919,355 shares held by Cybersecurity LP. Cybersecurity GP is the general partner of Cybersecurity LP and the Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.
(2)Includes 68,825 shares held by Cyber Affiliates. Cybersecurity GP is the general partner of Cyber Affiliates and the Managing Members are the managing members of Cybersecurity GP. Cybersecurity GP and the Managing Members share power to direct the voting and disposition of the shares.
(3)This calculation is based on 124,556,726 shares of Common Stock outstanding as of December 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 7, 2023 with the SEC.

 

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   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 or Control Person
  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. Certification
  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 such purpose or effect.
                   

8 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2024

 

ForgePoint Cybersecurity Fund I, L.P.  
   
By: ForgePoint Cybersecurity GP-I, LLC  
its General Partner  
   
By: /s/ Donald R. Dixon  
  Name: Donald R. Dixon  
  Title: Manager  
   
ForgePoint Cyber Affiliates Fund I, L.P.  
   
By: ForgePoint Cybersecurity GP-I, LLC  
its General Partner  
   
By: /s/ Donald R. Dixon  
  Name: Donald R. Dixon  
  Title: Manager  
   
ForgePoint Cybersecurity GP-I, LLC  
   
By: /s/ Donald R. Dixon  
  Name:   Donald R. Dixon  
  Title: Manager  
   
/s/ Donald R. Dixon  
Donald R. Dixon  
   
/s/ Alberto J. Yepez  
Alberto J. Yepez  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

9 

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

10 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of ZeroFox Holdings, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2024

 

ForgePoint Cybersecurity Fund I, L.P.  
   
By: ForgePoint Cybersecurity GP-I, LLC  
its General Partner  
   
By: /s/ Donald R. Dixon  
  Name: Donald R. Dixon  
  Title: Manager  
   
ForgePoint Cyber Affiliates Fund I, L.P.  
   
By: ForgePoint Cybersecurity GP-I, LLC  
its General Partner  
   
By: /s/ Donald R. Dixon  
  Name: Donald R. Dixon  
  Title: Manager  
   
ForgePoint Cybersecurity GP-I, LLC  
   
By: /s/ Donald R. Dixon  
  Name:   Donald R. Dixon  
  Title: Manager  
   
/s/ Donald R. Dixon  
Donald R. Dixon  
   
/s/ Alberto J. Yepez  
Alberto J. Yepez