Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Xponential Fitness, Inc. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 98422X101 (CUSIP Number) November 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X] Rule 13d-1(b) [ ] 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 disclosures provided in a prior cover page. The information required on 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 13G Page 2 of 9 Pages 1. NAMES OF REPORTING PERSONS OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ophir Global Opportunities Fund 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 Australia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 172,401 Class A Ordinary Shares 6. SHARED VOTING POWER 7. SOLE DISPOSITIVE POWER 172,401 Class A Ordinary Shares 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 383,317 Class A Ordinary Shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.39% 12. TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 98422X101 13G Page 3 of 9 Pages 1. NAMES OF REPORTING PERSONS OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ophir Global High Conviction Fund 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 Australia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 210,916 Class A Ordinary Shares 6. SHARED VOTING POWER 7. SOLE DISPOSITIVE POWER 210,916 Class A Ordinary Shares 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 383,317 Class A Ordinary Shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.39% 12. TYPE OF REPORTING PERSON (see instructions) OOCUSIP No. 98422X101 13G Page 4 of 9 Pages 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 Ophir Global Opportunities Fund and Ophir Global High Conviction Fund (?Ophir Funds?)(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with ?240.13d-1(b)(1)(ii)(E);CUSIP No. 98422X101 13G Page 5 of 9 Pages(g) [ ] A parent holding company or control person in accordance with ?240.13d-1(b)(1)(ii)(G);(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);(j) [ ] Group, in accordance with ?240.13d-1(b)(1)(ii)(J). CUSIP No. 98422X101 13G Page 6 of 9 Pages Item 4. Ownership. (a) Amount beneficially owned: 383,317 Class A Ordinary Shares* (b) Percent of class: 1.39% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 383,317 Class A Ordinary Shares* (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of 383,317 Class A Ordinary Shares* (iv) Shared power to dispose or to direct the disposition of * Ophir Asset Management US LLC serves as the investment manager to Ophir Global Opportunities Fund, Ophir Global High Conviction Fund, collectively the ?Ophir Funds?, and the Accounts. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person?s pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer?s Form 10-Q, as of September 30, 2022 which was filed on November 10,2022, that there were 27,566,312 shares of Class A Common Stock issued and outstanding. 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]CUSIP No. 98422X101 13G Page 8 of 9 Pages 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 that purpose or effect. 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: November 15, 2022 Ophir Asset Management US LLC By: /s/ Melanie Harris, CCO ________________________________________CUSIP No. 98422X101 13G Page 9 of 9 Pages EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Xponential Fitness, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent this Statement pursuant to Rule 13d- 1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.