Sec Form 13G Filing - Redline Capital Fund Universal Investments filing for ZeroFox Holdings Inc. (ZFOX) - 2022-08-15

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.

  Names of Reporting Persons

  Redline Capital Fund Universal Investments, a sub-fund of Redline Capital Fund, FCP-FIS

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  Sec Use Only

  Citizenship or Place of Organization

  Luxembourg

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0⁽¹⁾

  Shared Voting Power

  0⁽¹⁾

  Sole Dispositive Power

  0⁽²⁾

  Shared Dispositive Power

  11,259,545⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,259,545⁽²⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  9.5%⁽³⁾

  Type of Reporting Person (See Instructions)

  OO

The chief executive officer of ZeroFox Holdings, Inc. (the “Issuer”) has an irrevocable proxy to vote all of the shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Issuer beneficially owned or that may be deemed to be beneficially owned by any of Redline Capital Fund Universal Investments (“Redline UI”), a sub-fund of Redline Capital Fund, FCP-FIS (“Redline Capital”), Redline Capital Management S.A. (“Redline Management”), Redline Capital (UK) Limited (“Redline Adviser”) and Tatiana Evtushenkova (together with Redline UI, Redline Management and Redline Adviser, the “Reporting Persons”) pursuant to a letter agreement, dated December 7, 2021 (the “Letter Agreement”), between Redline Capital, acting on behalf and for the account of Redline UI, a sub-fund of Redline Capital, and ZeroFox, Inc. Pursuant to the Letter Agreement, such shares (the “Securities”) are required to be voted proportionally to the overall votes cast by other shareholders of the Issuer on proposals or resolutions voted on by the Issuer’s stockholders.

All of the Securities are held directly by Redline UI, a sub-fund of Redline Capital. Redline Management serves as the manager of Redline UI and Redline Capital, Redline Adviser serves as the investment adviser to Redline Management, and Tatiana Evtushenkova is the Investment Director of Redline Management. As such, each Reporting Person may be deemed to have direct or indirect dispositive power over the Securities and therefore may be deemed to be a beneficial owner of the Securities for purposes of Section 13(g) of the Act. However, neither the filing of this Schedule 13G nor any of its contents shall be construed as an admission that any Reporting Person (other than Redline UI) is the beneficial owner of any securities of the Issuer.

Based on 117,983,659 shares of Common Stock of the Issuer outstanding as of August 8, 2022, as disclosed in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 9, 2022.

  Names of Reporting Persons

  Redline Capital Management S.A.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  Sec Use Only

  Citizenship or Place of Organization

  Luxembourg

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0⁽¹⁾

  Shared Voting Power

  0⁽¹⁾

  Sole Dispositive Power

  0⁽²⁾

  Shared Dispositive Power

  11,259,545⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,259,545⁽²⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  9.5%⁽³⁾

  Type of Reporting Person (See Instructions)

  OO

The chief executive officer of the Issuer has an irrevocable proxy to vote all of the shares of Common Stock of the Issuer beneficially owned or that may be deemed to be beneficially owned by any of the Reporting Persons pursuant to the Letter Agreement. Pursuant to the Letter Agreement, the Securities are required to be voted proportionally to the overall votes cast by other shareholders of the Issuer on proposals or resolutions voted on by the Issuer’s stockholders.

All of the Securities are held directly by Redline UI, a sub-fund of Redline Capital. Redline Management serves as the manager of Redline UI and Redline Capital, Redline Adviser serves as the investment adviser to Redline Management, and Tatiana Evtushenkova is the Investment Director of Redline Management. As such, each Reporting Person may be deemed to have direct or indirect dispositive power over the Securities and therefore may be deemed to be a beneficial owner of the Securities for purposes of Section 13(g) of the Act. However, neither the filing of this Schedule 13G nor any of its contents shall be construed as an admission that any Reporting Person (other than Redline UI) is the beneficial owner of any securities of the Issuer.

Based on 117,983,659 shares of Common Stock of the Issuer outstanding as of August 8, 2022, as disclosed in the Issuer’s Form 8-K filed with the Commission on August 9, 2022.

  Names of Reporting Persons

  Redline Capital (UK) Limited

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  Sec Use Only

  Citizenship or Place of Organization

  United Kingdom

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0⁽¹⁾

  Shared Voting Power

  0⁽¹⁾

  Sole Dispositive Power

  0⁽²⁾

  Shared Dispositive Power

  11,259,545⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,259,545⁽²⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  9.5%⁽³⁾

  Type of Reporting Person (See Instructions)

  OO

The chief executive officer of the Issuer has an irrevocable proxy to vote all of the shares of Common Stock of the Issuer beneficially owned or that may be deemed to be beneficially owned by any of the Reporting Persons pursuant to the Letter Agreement. Pursuant to the Letter Agreement, the Securities are required to be voted proportionally to the overall votes cast by other shareholders of the Issuer on proposals or resolutions voted on by the Issuer’s stockholders.

All of the Securities are held directly by Redline UI, a sub-fund of Redline Capital. Redline Management serves as the manager of Redline UI and Redline Capital, Redline Adviser serves as the investment adviser to Redline Management, and Tatiana Evtushenkova is the Investment Director of Redline Management. As such, each Reporting Person may be deemed to have direct or indirect dispositive power over the Securities and therefore may be deemed to be a beneficial owner of the Securities for purposes of Section 13(g) of the Act. However, neither the filing of this Schedule 13G nor any of its contents shall be construed as an admission that any Reporting Person (other than Redline UI) is the beneficial owner of any securities of the Issuer.

Based on 117,983,659 shares of Common Stock of the Issuer outstanding as of August 8, 2022, as disclosed in the Issuer’s Form 8-K filed with the Commission on August 9, 2022.

  Names of Reporting Persons

  Tatiana Evtushenkova

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  Sec Use Only

  Citizenship or Place of Organization

  United Kingdom, Russian Federation

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0⁽¹⁾

  Shared Voting Power

  0⁽¹⁾

  Sole Dispositive Power

  0⁽²⁾

  Shared Dispositive Power

  11,259,545⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,259,545⁽²⁾

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  9.5%⁽³⁾

  Type of Reporting Person (See Instructions)

  IN

The chief executive officer of the Issuer has an irrevocable proxy to vote all of the shares of Common Stock of the Issuer beneficially owned or that may be deemed to be beneficially owned by any of the Reporting Persons pursuant to the Letter Agreement. Pursuant to the Letter Agreement, the Securities are required to be voted proportionally to the overall votes cast by other shareholders of the Issuer on proposals or resolutions voted on by the Issuer’s stockholders.

All of the Securities are held directly by Redline UI, a sub-fund of Redline Capital. Redline Management serves as the manager of Redline UI and Redline Capital, Redline Adviser serves as the investment adviser to Redline Management, and Tatiana Evtushenkova is the Investment Director of Redline Management. As such, each Reporting Person may be deemed to have direct or indirect dispositive power over the Securities and therefore be deemed to be a beneficial owner of the Securities for purposes of Section 13(g) of the Act. However, neither the filing of this Schedule 13G nor any of its contents shall be construed as an admission that any Reporting Person (other than Redline UI) is the beneficial owner of any securities of the Issuer.

Based on 117,983,659 shares of Common Stock of the Issuer outstanding as of August 8, 2022, as disclosed in the Issuer’s Form 8-K filed with the Commission on August 9, 2022.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title and Class of Securities:

CUSIP No.:

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:

Ownership

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of more than Five Percent on Behalf of Another Person.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Identification and classification of members of the group.

Notice of Dissolution of Group.

Certifications.