Amendment: SEC Form SCHEDULE 13G/A filed by Zeo Energy Corporation
$ZEO
Industrial Machinery/Components
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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ZEO ENERGY CORP. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
G3R95N103 (CUSIP Number) |
12/31/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3R95N103 |
| 1 | Names of Reporting Persons
COWEN AND COMPANY, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
280,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person is comprised solely of 280,000 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The percentage above is based on (i) 14,031,845 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on January 23, 2025, plus (ii) the Warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ZEO ENERGY CORP. | |
| (b) | Address of issuer's principal executive offices:
5956 SHERRY LANE
SUITE 1400
DALLAS, TEXAS
75225 | |
| Item 2. | ||
| (a) | Name of person filing:
COWEN AND COMPANY, LLC | |
| (b) | Address or principal business office or, if none, residence:
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, New York
10022 | |
| (c) | Citizenship:
COWEN AND COMPANY, LLC - DELAWARE | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
G3R95N103 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
280,000
The beneficial ownership of the Reporting Person is comprised solely of 280,000 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by TD Securities (USA) LLC ("TDS"), as successor in interest to the Reporting Person (the "Warrants"). The Warrants held by the Reporting Person have an exercise price of $11.50 per share of Common Stock and are presently exercisable. The beneficial ownership percentage is based on (i) 14,031,845 shares of Common Stock deemed outstanding as of January 23, 2025, as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on January 23, 2025, plus (ii) the Warrants. TDS is successor in interest to Cowen by merger effective as of December 9, 2024. | |
| (b) | Percent of class:
2 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
COWEN AND COMPANY, LLC - 280,000 | ||
| (ii) Shared power to vote or to direct the vote:
COWEN AND COMPANY, LLC - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
COWEN AND COMPANY, LLC - 280,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
COWEN AND COMPANY, LLC - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Comments accompanying signature: By TD Securities (USA) LLC, as successor in interest