SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Xponential Fitness, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98422X101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

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

*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).

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

This percentage figure is based upon 30,625,832 shares of Class A Common Stock outstanding, composed of: (i) 27,566,312 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 10, 2022, and (ii) approximately 3,059,520 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

This percentage figure is based upon 30,625,832 shares of Class A Common Stock outstanding, composed of: (i) 27,566,312 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 10, 2022, and (ii) approximately 3,059,520 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

This percentage figure is based upon 30,625,832 shares of Class A Common Stock outstanding, composed of: (i) 27,566,312 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 10, 2022, and (ii) approximately 3,059,520 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

This percentage figure is based upon 30,625,832 shares of Class A Common Stock outstanding, composed of: (i) 27,566,312 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 10, 2022, and (ii) approximately 3,059,520 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

This percentage figure is based upon 30,625,832 shares of Class A Common Stock outstanding, composed of: (i) 27,566,312 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 10, 2022, and (ii) approximately 3,059,520 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

This percentage figure is based upon 30,625,832 shares of Class A Common Stock outstanding, composed of: (i) 27,566,312shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 10, 2022, and (ii) approximately 3,059,520 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

As of December 31, 2022:

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member of D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of DESALKIV Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Manager, L.L.C., which in turn is the manager of DESALKIV Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 3,059,520 shares as described above constituting 9.99% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,059,520 shares.

By signing below, each of DESALKIV Portfolios, L.L.C., D. E. Shaw Manager, L.L.C., D. E. Shaw Adviser, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s 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 purposes or effect.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.

Dated: February 14, 2023