Zeo Energy SC 13G/A / COWEN AND ownership change

SCHEDULE 13G

CUSIP No.

G3R95N103

Names of Reporting Persons

COWEN AND COMPANY, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 280,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 280,000.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

280,000.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.0 %

Type of Reporting Person (See Instructions)

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

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);

(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)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(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)

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).

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 %

(c)

Number of shares as to which the person has:

(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.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 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.

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.

COWEN AND COMPANY, LLC

Signature:	/s/ John Holmes
Name/Title:	Vice President and Managing Director
Date:	02/11/2025

Comments accompanying signature: By TD Securities (USA) LLC, as successor in interest

Zeo Energy (ZEO) SC 13G/AZeo Energy / COWEN AND ownership change