Sec Form 13D Filing - LHX Intermediate LLC filing for Zeo Energy Corp. (ZEO) - 2024-12-27

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.

The acquisition of the securities set forth in this Schedule 13D is for investment purposes only.

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.

The Reporting Persons have shared voting and dispositive power with respect to all of the shares of the Issuer owned by the Reporting Persons.

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.

The information set forth or incorporated in Items 4 and 5 is hereby incorporated by reference in its entirety into this Item 6.

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.