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) |
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share (Title of Class of Securities) |
98944F117 (CUSIP Number) |
03/31/2025 (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. | 98944F117 |
| 1 | Names of Reporting Persons
Taconic Capital Advisors LP | ||||||||
| 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
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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
350,000.00 | ||||||||
| 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)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 98944F117 |
| 1 | Names of Reporting Persons
Taconic Capital Advisors UK LLP | ||||||||
| 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 KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 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)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 98944F117 |
| 1 | Names of Reporting Persons
Taconic Associates LLC | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 98944F117 |
| 1 | Names of Reporting Persons
Taconic Capital Performance Partners LLC | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 98944F117 |
| 1 | Names of Reporting Persons
Frank P. Brosens | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i. Taconic Capital Advisors L.P. (Taconic Advisors LP);
ii. Taconic Capital Advisors UK LLP (Taconic Advisors UK);
iii. Taconic Associates LLC (Taconic Associates);
iv. Taconic Capital Performance Partners LLC (Taconic Partners); and
v. Frank P. Brosens (Mr. Brosens).
This Statement relates to the Shares (as defined herein) held for the accounts of Taconic Opportunity Master FundL.P. (the Taconic Opportunity Fund).
Taconic Advisors LP serves as the investment manager to the Taconic Opportunity Fund. Taconic Advisors LP has entered into a sub-advisory agreement with Taconic Advisors UK pursuant to which Taconic Advisors UK serves as a subadvisor to Taconic Advisors LP in respect of the Taconic Opportunity Fund. Taconic Advisors LP is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK. Accordingly, Taconic Advisors LP and Taconic Advisors UK may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Opportunity Fund.
Taconic Partners serves as the general partner to Taconic Advisors LP. Taconic Associates serves as the general partner to Taconic Opportunity Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Opportunity Fund.
Mr. Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners and Taconic Associates. In such capacities, Mr. Brosens may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business of office of each of Taconic Advisors LP, Taconic Associates, Taconic Partners,and Mr. Brosens is c/o Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor, New York, NY 10017.
The address of the principal business office of Taconic Advisors UK is 55 Grosvenor Street, 4th Floor, London, W1K3HY, UK. | |
| (c) | Citizenship:
Taconic Capital Advisors LP - DELAWARE
Taconic Capital Advisors UK LLP - UNITED KINGDOM
Taconic Associates LLC - DELAWARE
Taconic Capital Performance Partners LLC - DELAWARE
Frank P. Brosens - UNITED STATES | |
| (d) | Title of class of securities:
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share | |
| (e) | CUSIP No.:
98944F117 | |
| 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:
As of March 31, 2025, the Reporting Persons may be deemed to beneficially own 350,000 of the Shares (of Class A Common Stock issuable upon exercise of warrants) which are held for the account of the Taconic Funds and exercisable by the Reporting Persons.
The number of Shares of which the Reporting Persons may be deemed to be the beneficial owners constitutes 1.5% of the total number of Shares outstanding, based upon 22,781,345 Shares outstanding as of March 18, 2025, as disclosed in the Issuer's most recently filed Proxy Statement. | |
| (b) | Percent of class:
1.5 %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Taconic Capital Advisors LP - 0
Taconic Capital Advisors UK LLP - 0
Taconic Associates LLC - 0
Taconic Capital Performance Partners LLC - 0
Frank P. Brosens - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Taconic Capital Advisors LP - 350,000
Taconic Capital Advisors UK LLP - 350,000
Taconic Associates LLC - 350,000
Taconic Capital Performance Partners LLC - 350,000
Frank P. Brosens - 350,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Taconic Capital Advisors LP - 0
Taconic Capital Advisors UK LLP - 0
Taconic Associates LLC - 0
Taconic Capital Performance Partners LLC - 0
Frank P. Brosens - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Taconic Capital Advisors LP - 350,000
Taconic Capital Advisors UK LLP - 350,000
Taconic Associates LLC - 350,000
Taconic Capital Performance Partners LLC - 350,000
Frank P. Brosens - 350,000 | ||
| 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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Exhibit Information
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EXHIBIT A
JOINT FILING AGREEMENT May 12, 2025, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
May 12, 2025
TACONIC CAPITAL ADVISORS L.P.
By: _________________________
Name: Frank P. Brosens
Title: Principal
TACONIC CAPITAL ADVISORS UK LLP by
TACONIC CAPITAL SERVICES UK LTD., its UK parent entity
By:__________________________
Name: Frank P. Brosens
Title: Authorized Signatory
TACONIC ASSOCIATES LLC
By:__________________________
Name: Frank P. Brosens
Title: Manager
TACONIC CAPITAL PERFORMANCE PARTNERS LLC
By:__________________________
Name: Frank P. Brosens
Title: Manager
____________________________
Frank P. Brosens |