0000950170-24-035997.txt : 20240325 0000950170-24-035997.hdr.sgml : 20240325 20240325170945 ACCESSION NUMBER: 0000950170-24-035997 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240313 FILED AS OF DATE: 20240325 DATE AS OF CHANGE: 20240325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERISCOPE CAPITAL INC. CENTRAL INDEX KEY: 0001695320 ORGANIZATION NAME: STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40927 FILM NUMBER: 24780091 BUSINESS ADDRESS: STREET 1: 333 BAY STREET, SUITE 1240 STREET 2: BAY ADELAIDE CENTRE CITY: TORONTO STATE: A6 ZIP: M5H 2R2 BUSINESS PHONE: 416-365-2785 MAIL ADDRESS: STREET 1: 333 BAY STREET, SUITE 1240 STREET 2: BAY ADELAIDE CENTRE CITY: TORONTO STATE: A6 ZIP: M5H 2R2 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zeo Energy Corp. CENTRAL INDEX KEY: 0001865506 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 981601409 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5956 SHERRY LANE, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-987-6100 MAIL ADDRESS: STREET 1: 5956 SHERRY LANE, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: ESGEN Acquisition Corp DATE OF NAME CHANGE: 20210602 3 1 ownership.xml 3 X0206 3 2024-03-13 0 0001865506 Zeo Energy Corp. ZEO 0001695320 PERISCOPE CAPITAL INC. 333 BAY STREET, SUITE 1240 TORONTO A6 M5H 2R2 ONTARIO, CANADA false false true false Warrants 11.50 2024-04-12 Class A Common Stock 784400 I See Footnotes The filing of this Form 3 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest. Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 60,100 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 156,400 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 600 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 523,700 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 43,600 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds. Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants. Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel 2024-03-25