UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Zeo Energy Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
98944F 109
(CUSIP Number)
September 30, 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)
☐ 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 disclosures provided in a prior cover page. |
The information required on 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 (the “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
ESGEN 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
4,757,436(1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
4,757,436(1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,757,436(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.6%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 3,257,436 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 1,500,000 shares of Class V common stock, par value $0.0001 per share (“Class V Common Stock”). |
| (2) | Calculated based upon 5,805,345 shares of Class A Common Stock outstanding as of August 19, 2024 and 35,230,000 shares of Class V Common Stock outstanding as of August 19, 2024, as reported on the Issuer’s Form 10-Q filed August 19, 2024. |
| Item 1(a). | Name of Issuer |
Zeo Energy Corp. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
7625 Little Rd, Suite 200A
New Port Richey, FL 34654
| Item 2(a). | Names of Persons Filing |
This statement is filed by the ESGEN LLC, referred to herein as the “Reporting Person.”
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
| Item 2(c). | Citizenship |
See response to Item 4 on the cover page.
| Item 2(d). | Title of Class of Securities |
Class A common stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number |
98944F 109
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See response to Item 9 on the cover page.
| (b) | Percent of Class: |
See response to Item 11 on the cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page.
| (ii) | Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page.
The securities reported herein are held by ESGEN LLC (the “Sponsor”). Andrejka Bernatova, Michael C. Mayon and James P. Benson control the Sponsor as members of its board of managers and therefore have voting and investment discretion with respect to, and may be deemed to have beneficial ownership of, the securities held directly by the Sponsor. This Statement shall not be construed as an admission that the Reporting Person or any individual member of its board of managers is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| 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 |
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 |
Not Applicable.
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.
Dated: November 14, 2024
| ESGEN LLC | ||
| By: | /s/ James P. Benson | |
| Name: | James P. Benson | |
| Title: | Authorized Signatory |
