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:

 

¨ 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. 98422X101

 

  1.

Names of Reporting Persons

DESALKIV Portfolios, L.L.C.

 

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

(b)

 

¨
  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-

      6.

Shared Voting Power

3,059,520

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

3,059,520

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,059,520

 

  10.

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

 

  11.

Percent of Class Represented by Amount in Row (9)

9.99%1

 

  12.

Type of Reporting Person (See Instructions)

OO

 

 

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.

 

 

 

 

CUSIP No. 98422X101

 

  1.

Names of Reporting Persons

D. E. Shaw Manager, L.L.C.

 

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

(b)

 

¨
  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-

      6.

Shared Voting Power

3,059,520

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

3,059,520

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,059,520

 

  10.

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

 

  11.

Percent of Class Represented by Amount in Row (9)

9.99%1

 

  12.

Type of Reporting Person (See Instructions)

OO

 

 

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.

  

 

 

 

CUSIP No. 98422X101

 

  1.

Names of Reporting Persons

D. E. Shaw Adviser, L.L.C.

 

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

(b)

 

¨
  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-

      6.

Shared Voting Power

3,059,520

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

3,059,520

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,059,520

 

  10.

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

 

  11.

Percent of Class Represented by Amount in Row (9)

9.99%1

 

  12.

Type of Reporting Person (See Instructions)

IA

 

 

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.

 

 

 

 

CUSIP No. 98422X101

 

  1.

Names of Reporting Persons

D. E. Shaw & Co., L.L.C.

 

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

(b)

 

¨
  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-

      6.

Shared Voting Power

3,059,520

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

3,059,520

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,059,520

 

  10.

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

 

  11.

Percent of Class Represented by Amount in Row (9)

9.99%1

 

  12.

Type of Reporting Person (See Instructions)

OO

 

 

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.

 

 

 

  

CUSIP No. 98422X101

 

  1.

Names of Reporting Persons

D. E. Shaw & Co., L.P.

 

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

(b)

 

¨
  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-

      6.

Shared Voting Power

3,059,520

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

3,059,520

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,059,520

 

  10.

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

 

  11.

Percent of Class Represented by Amount in Row (9)

9.99%1

 

  12.

Type of Reporting Person (See Instructions)

IA, PN

 

 

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.

 

 

 

CUSIP No. 98422X101

 

  1.

Names of Reporting Persons

David E. Shaw

 

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

(b)

 

¨
  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

United States

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

 

-0-

      6.

Shared Voting Power

3,059,520

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

3,059,520

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,059,520

 

  10.

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

 

  11.

Percent of Class Represented by Amount in Row (9)

9.99%1

 

  12.

Type of Reporting Person (See Instructions)

IN

 

 

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.

 

 

 

Item 1.
  (a) Name of Issuer
   

  Xponential Fitness, Inc.

   
  (b) Address of Issuer's Principal Executive Offices
   

  17877 Von Karman Ave., Suite 100

  Irvine, CA 92614

   
Item 2.
  (a) Name of Person Filing
   

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.

David E. Shaw

   
  (b) Address of Principal Business Office or, if none, Residence
   

  The business address for each reporting person is:

  1166 Avenue of the Americas, 9th Floor

  New York, NY 10036

   
  (c) Citizenship
   

DESALKIV Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.

D. E. Shaw Manager, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Adviser, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.

David E. Shaw is a citizen of the United States of America.

   
  (d) Title of Class of Securities
   

  Class A Common Stock, par value $0.0001 per share

   
  (e) CUSIP Number
   

  98422X101

   
Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

Item 4.

Ownership

 

As of December 31, 2022:

 

(a) Amount beneficially owned:  
     
 

DESALKIV Portfolios, L.L.C.:

3,059,520 shares

This is composed of 3,059,520 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

     
 

D. E. Shaw Manager, L.L.C.:

3,059,520 shares

This is composed of 3,059,520 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

     
 

D. E. Shaw Adviser, L.L.C.:

3,059,520 shares

This is composed of 3,059,520 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

     
 

D. E. Shaw & Co., L.L.C.:

3,059,520 shares

This is composed of 3,059,520 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

     
 

D. E. Shaw & Co., L.P.:

3,059,520 shares

This is composed of 3,059,520 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

     
  David E. Shaw:

3,059,520 shares

This is composed of 3,059,520 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

 

(b)Percent of class:

 

DESALKIV Portfolios, L.L.C.:

9.99%
  D. E. Shaw Manager, L.L.C.: 9.99%
  D. E. Shaw Adviser, L.L.C.: 9.99%
  D. E. Shaw & Co., L.L.C.:

9.99%

  D. E. Shaw & Co., L.P.:

9.99%

  David E. Shaw:

9.99%

 

 

 

 

(c)Number of shares to which the person has:
(i)Sole power to vote or to direct the vote:
  DESALKIV Portfolios, L.L.C.: -0- shares
  D. E. Shaw Manager, L.L.C.: -0- shares
  D. E. Shaw Adviser, L.L.C.: -0- shares
  D. E. Shaw & Co., L.L.C.:

-0- shares

  D. E. Shaw & Co., L.P.:

-0- shares

  David E. Shaw:

-0- shares

 

(ii)Shared power to vote or to direct the vote:

  DESALKIV Portfolios, L.L.C.:

3,059,520 shares

  D. E. Shaw Manager, L.L.C.:

3,059,520 shares

  D. E. Shaw Adviser, L.L.C.:

3,059,520 shares

  D. E. Shaw & Co., L.L.C.:

3,059,520 shares

  D. E. Shaw & Co., L.P.:

3,059,520 shares

  David E. Shaw:

3,059,520 shares

 

(iii)Sole power to dispose or to direct the disposition of:
  DESALKIV Portfolios, L.L.C.: -0- shares
  D. E. Shaw Manager, L.L.C.: -0- shares
  D. E. Shaw Adviser, L.L.C.: -0- shares
  D. E. Shaw & Co., L.L.C.:

-0- shares

  D. E. Shaw & Co., L.P.:

-0- shares

  David E. Shaw:

-0- shares

 

(iv)Shared power to dispose or to direct the disposition of:
  DESALKIV Portfolios, L.L.C.:

3,059,520 shares

  D. E. Shaw Manager, L.L.C.: 3,059,520 shares
  D. E. Shaw Adviser, L.L.C.: 3,059,520 shares
  D. E. Shaw & Co., L.L.C.:

3,059,520 shares

  D. E. Shaw & Co., L.P.:

3,059,520 shares

  David E. Shaw:

3,059,520 shares

  

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.

 

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable

 

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, 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

  

 

 

DESALKIV Portfolios, L.L.C.

   
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory

 

 

 

D. E. Shaw Manager, L.L.C.

   
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory

 

 

 

D. E. Shaw Adviser, L.L.C.

   
  By: /s/ Nathan Thomas
    Nathan Thomas
   

Chief Compliance Officer

 

 

 

D. E. Shaw & Co., L.L.C.

   
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory

  

 

 

D. E. Shaw & Co., L.P.

   
  By: /s/ Nathan Thomas
    Nathan Thomas
    Chief Compliance Officer

 

 

  David E. Shaw
   
  By: /s/ Nathan Thomas
    Nathan Thomas
    Attorney-in-Fact for David E. Shaw