Zimmer Energy Transition Acquisition (ZT) SC 13G Zimmer Energy Transition Acquisition / Electron Capital Partners ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Zimmer Energy Transition Acquisition Corp.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

989570 205

(CUSIP Number)

June 18, 2021

(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)

☒ 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).

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Electron Capital 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:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   3,000,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   3,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,000,000
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   8.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   James O. Shaver
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   3,000,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   3,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,000,000
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   8.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Electron Global Master Fund 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   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5		SOLE VOTING POWER   0
	6		SHARED VOTING POWER   1,752,300
	7		SOLE DISPOSITIVE POWER   0
	8	��	SHARED DISPOSITIVE POWER   1,752,300

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,752,300
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   5.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Electron GP 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:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,752,300
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,752,300

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,752,300
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   5.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Electron Infrastructure Master Fund 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   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,167,300
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,167,300

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,167,300
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   3.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Electron Infrastructure GP, 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:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,167,300
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,167,300

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,167,300
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   3.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

Item 1(a). Name of Issuer:

Zimmer Energy Transition Acquisition Corp. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

9 West 57^th Street, 33^rd Floor, New York, New York 10019

Item 2(a). Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Electron Capital Partners, LLC (the “Adviser”)

James O. Shaver (“Mr. Shaver”)

Electron Global Master Fund L.P. (the “Global Fund”)

Electron GP LLC (the “Global Fund GP”)

Electron Infrastructure Master Fund L.P. (the “Infrastructure Fund”)

Electron Infrastructure GP, LLC (the “Infrastructure Fund GP”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

10 East 53rd Street, 19th Floor

New York, NY 10022

Item 2(c). Citizenship:

The Adviser is a Delaware limited liability company

Mr. Shaver is a United States citizen

The Global Fund is a Cayman Islands limited partnership

The Global Fund GP is a Delaware limited liability company

The Infrastructure Fund is a Cayman Islands limited partnership

The Infrastructure Fund GP is a Delaware limited liability company

Item 2(d). Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”)

Item 2(e). CUSIP Number:

989570 205

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:

Not applicable.

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 34,500,000 outstanding shares of Common Stock, as reported in the Issuer’s Form 8-K filed on June 21, 2021, reporting the Company’s initial public offering and the underwriters’ exercise in full of the option to purchase.

The Adviser serves as the investment manager to each of the Global Fund, the Infrastructure Fund and two separately managed accounts (the “Managed Accounts”). The Global Fund directly holds 1,752,300 units of the Issuer (“Units”), the Infrastructure Fund directly holds 1,167,300 Units and the Managed Accounts directly hold 55,500 and 24,900 Units, respectively. The Adviser may be deemed to beneficially own such Units. Mr. Shaver is the managing member of the Adviser and may be deemed to beneficially own such shares.

Each Unit consists of one share of Class A Common Stock and one-third of a warrant, with each whole warrant exercisable for a share of Class A Common Stock. The warrants may not be exercised until the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering, and the shares underlying the warrants are not included in the beneficial ownership reported on this Schedule 13G.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

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 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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 29, 2021

ELECTRON CAPITAL PARTNERS, LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
/s/ James O. Shaver
JAMES O. SHAVER
ELECTRON GLOBAL MASTER FUND L.P.
By:	Electron GP LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
ELECTRON GP LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
ELECTRON INFRASTRUCTURE MASTER FUND L.P.
By:	Electron Infrastructure GP, LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
ELECTRON INFRASTRUCTURE GP, LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory

EXHIBIT 1

AGREEMENT

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Date: June 29, 2021

ELECTRON CAPITAL PARTNERS, LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
/s/ James O. Shaver
JAMES O. SHAVER
ELECTRON GLOBAL MASTER FUND L.P.
By:	Electron GP LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
ELECTRON GP LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory
ELECTRON INFRASTRUCTURE MASTER FUND L.P.
By:	Electron Infrastructure GP, LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory

ELECTRON INFRASTRUCTURE GP, LLC
By:	/s/ Aaron Keller
	Name:	Aaron Keller
	Title:	Authorized Signatory