Sec Form 3 Filing - PERISCOPE CAPITAL INC. @ Zeo Energy Corp. - 2024-03-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person PERISCOPE CAPITAL INC. 2. Issuer Name and Ticker or Trading Symbol Zeo Energy Corp. [ ZEO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 333 BAY STREET, SUITE 1240 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2024 (Street) TORONTO, A6M5H 2R2 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants ( 1 ) ( 2 ) ( 3 ) $ 11.5 ( 3 ) 04/12/2024 ( 3 ) Class A Common Stock ( 1 ) 784,400 I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERISCOPE CAPITAL INC. 333 BAY STREET, SUITE 1240 TORONTO, A6M5H 2R2 X Signatures Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel 03/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 3 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest. ( 2 )Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 60,100 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 156,400 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 600 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 523,700 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 43,600 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds. ( 3 )Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.