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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Zeo Energy Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
98944F109 (CUSIP Number) |
Charles Bronowski 3 Embarcadero Center, Suite 550 (5th Floor) San Francisco, CA, 94111 4156444100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/24/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 98944F109 |
| 1 |
Name of reporting person
LHX Intermediate, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,080,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of 8,080,000 shares of Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), of Zeo Energy Corp., a Delaware corporation (the Issuer) held of record by LHX Intermediate, LLC (LHX). This number does not take into account shares of common stock of the Issuer held by other stockholders party to the Voting Agreement (described herein) or issuable under the Promissory Note, dated December 24, 2004, issued by the Issuer to LHX (described herein), pursuant to which such stockholders have agreed, in certain circumstances, to vote (i) in favor of the nomination and appointment of LHX's designee to the board of directors of the Issuer, (ii) in favor of the issuance by the Issuer to LHX of shares of Class A Common Stock in connection with an option that may be granted to LHX and (iii) the Share Issuance (described herein) pursuant to the Promissory Note.
(2) The percentage set forth in Row 13 represents the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 5,805,345 shares of Class A Common Stock outstanding as of August 19, 2024, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024, and (ii) the aggregate number of shares of Class A Common Stock acquired by the Reporting Person on November 1, 2024.
SCHEDULE 13D
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| CUSIP No. | 98944F109 |
| 1 |
Name of reporting person
WHITE OAK GLOBAL ADVISORS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,080,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) Consists of 8,080,000 shares of Class A Common Stock of the Issuer held of record by LHX. This number does not take into account shares of common stock of the Issuer held by other stockholders party to the Voting Agreement (described herein) or issuable under the Promissory Note (described herein), pursuant to which such stockholders have agreed, in certain circumstances, to vote (i) in favor of the nomination and appointment of LHX's designee to the board of directors of the Issuer, (ii) in favor of the issuance by the Issuer to LHX of shares of Class A Common Stock in connection with an option that may be granted to LHX and (iii) the Share Issuance (described herein) pursuant to the Promissory Note.
(2) The percentage set forth in Row 13 represents the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 5,805,345 shares of Class A Common Stock outstanding as of August 19, 2024, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024, and (ii) the aggregate number of shares of Class A Common Stock acquired by the Reporting Person on November 1, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Zeo Energy Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
5956 SHERRY LANE, SUITE 1400, DALLAS,
TEXAS
, 75225. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 6, 2024 (the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D. Unless amended or supplemented herein, the information in the Original Schedule 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The source of funds used by LHX for the convertible loan reported in this Schedule 13D were obtained by the issuance of a Second Amended and Restated Note, dated December 24, 2024, by and between LHX and White Oak Global Advisors, LLC. | ||
| Item 4. | Purpose of Transaction | |
The acquisition of the securities set forth in this Schedule 13D is for investment purposes only. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock (described herein) in such numbers as set forth on the cover pages of this Schedule 13D. The number of shares each of the Reporting Persons beneficially owns does not take into account shares of Common Stock held by the other stockholders party to the Voting Agreement, pursuant to which the stockholders have agreed, in certain circumstances, to vote (i) in favor of the nomination and appointment of LHX's designee to the board of directors of the Issuer (ii) in favor of the issuance by the Issuer to LHX of shares of Class A Common Stock in connection with an option that may be granted to LHX to purchase up to 4,000,000 shares of Class A Common Stock, subject to the terms and conditions therein and (iii) in favor of the Share Issuance, when required pursuant to the Promissory Note. The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Class A Common Stock outstanding. The percentages used in this Schedule 13D are calculated based upon the sum of (i) 5,805,345 shares of Class A Common Stock outstanding as of August 19, 2024, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024, and (ii) the aggregate number of shares of Class A Common Stock acquired by the Reporting Person on November 1, 2024. | |
| (b) | The Reporting Persons have shared voting and dispositive power with respect to all of the shares of the Issuer owned by the Reporting Persons. | |
| (c) | On December 24, 2024 (the "Issue Date"), the Issuer issued a Promissory Note (the "Promissory Note") to LHX, pursuant to which the Issuer could borrow up to an aggregate principal amount of $4,000,000 (the "Loan"). Subject to the terms and conditions set forth in the Promissory Note, the Loan shall be provided to the Issuer in three tranches: (i) $2,500,000 upon execution of the Promissory Note (the "Initial Advance"), (ii) $750,000 if the Issuer achieves the Tranche 2 Milestone within 60 days from the Initial Advance (the "Tranche 2 Advance") and (iii) $750,000 if the Issuer achieves the Tranche 3 Milestone within 60 days from the Tranche 2 Advance. "Tranche 2 Milestone" means the submission by the Issuer to the applicable regulatory bodies at least 340 permits to install solar energy systems sold through the Issuer's "Year-round Sales Program". "Tranche 3 Milestone" means the completion by the Issuer of the installation of at least 296 solar energy systems sold through the Issuer's "Year-round Sales Program". LHX may also waive any milestone described above and advance the applicable amounts to the Issuer.
The Loan will be repaid in full (the "Repayment") by issuing to LHX or its designee of a number of the Issuer's shares of Class A Common Stock, equal to the quotient of (i) the outstanding and unpaid amount of the Loan, divided by (ii) $1.35 (the "Share Issuance"). The Repayment shall take place immediately following the later of: (x) the day falling on the first anniversary of the Issue Date (or, if such day is not a business day, the immediately previous business day) and (y) the date on which the stockholders of the Issuer approve the Share Issuance.
The Promissory Note contains customary representations, warranties and covenants of the parties, including an obligation of the Issuer to file a registration statement registering the resale of the shares of Class A Common Stock issuable in the Share Issuance and to use reasonable efforts to have such registration statement declared effective as soon as practicable thereafter.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Promissory Note filed as Exhibit 1 hereto, which is incorporated herein by reference.
In connection with the Promissory Note, On December 24, 2024, LHX entered into a Voting Agreement with the Issuer and certain stockholders of the Issuer, pursuant to which such stockholders agreed to vote (or cause to be voted), in person or by proxy, all the shares of Class A Common Stock and Class V Common Stock, par value $0.0001 per share ("Class V Common Stock" and together with the Class A Common Stock, the "Common Stock"), owned by such stockholders (i) in favor of the nomination and appointment of LHX's designee to the board of directors of the Issuer (ii) in favor of the issuance by the Issuer to LHX of shares of Class A Common Stock in connection with an option that may be granted to LHX to purchase up to 4,000,000 shares of Class A Common Stock, subject to the terms and conditions therein and (iii) in favor of the Share Issuance, when required pursuant to the Promissory Note.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement filed as Exhibit 2 hereto, which is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth or incorporated in Items 4 and 5 is hereby incorporated by reference in its entirety into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Promissory Note, dated as of December 24, 2024, issued by the Issuer to LHX.
Exhibit 99.2: Voting Agreement, dated as of December 24, 2024, by and among the Issuer, LHX and the other stockholders party thereto.*
Exhibit 99.3: Joint Filing Agreement, dated as of December 6, 2024, by and between LHX and WOGA (incorporated by reference to Exhibit 1 to the Original Schedule 13D).
* In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing. | ||
| 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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