Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
2023年11月17日 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Zhangmen Education Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.00001
per share
(Title of Class of Securities)
98955H200**
(CUSIP Number)
November 16,
2023
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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.
** There is no CUSIP number assigned to the Class A ordinary
shares, par value US$0.00001 per share (“Class A Ordinary Shares”). CUSIP number 98955H200 has been assigned to the American
Depositary Shares (“ADSs”) of Zhangmen Education Inc. (the “Issuer”). Each ADS represents seventy-two (72) Class
A Ordinary Shares.
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).
CUSIP No. 98955H200 |
SCHEDULE 13G/A |
Page 2 of 6 |
1. |
Names of Reporting Persons
Yi Zhang
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2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
People’s Republic of China
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Number of Shares Beneficially Owned
by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
☐ |
11. |
Percent of Class Represented by Amount in Row (9)
0
|
12. |
Type of Reporting Person
IN
|
CUSIP No. 98955H200 |
SCHEDULE 13G/A |
Page 3 of 6 |
1. |
Names of Reporting Persons
Ultimate Vitor II Holdings Limited
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2. |
Check the Appropriate Box
if a Member of a Group
(a) ☐
(b) ☐
|
3. |
SEC Use Only |
4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of Shares Beneficially Owned
by Each Reporting Person With
|
5.
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Sole Voting Power
0 |
6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
☐
|
11. |
Percent of Class Represented by Amount in Row (9)
0
|
12. |
Type of Reporting Person
CO
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CUSIP No. 98955H200 |
SCHEDULE 13G/A |
Page 4 of 6 |
Item 1(a). |
Name of Issuer:
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Zhangmen Education Inc.
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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No.1666 North Sichuan Road, Hongkou District, Shanghai, People’s
Republic of China
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Item 2(a). |
Name of Person Filing:
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Yi Zhang; and
Ultimate Vitor II Holdings Limited.
(Each a “Reporting Person”, or collectively, “Reporting
Persons”)
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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Principal business office of Yi Zhang:
No.1666 North Sichuan Road, Gaobao Building, Hongkou
District, Shanghai, The People’s Republic of China
Registered office of Ultimate Vitor II Holdings Limited:
Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands
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Item 2(c). |
Citizenship:
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Yi Zhang ⸻⸻ People’s Republic of China
Ultimate Vitor II Holdings Limited ⸻⸻ British Virgin
Islands
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Item 2(d). |
Title of Class of Securities: |
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Class A Ordinary Shares, par value US$0.00001 per share.
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Item 2(e). |
CUSIP Number:
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There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP
number 98955H200 has been assigned to the ADSs of the Issuer. Each ADS represents seventy-two (72) Class A Ordinary Shares.
|
|
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c):
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Not applicable.
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CUSIP No. 98955H200 |
SCHEDULE 13G/A |
Page
5 of 6 |
Item 4.
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Ownership:
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|
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Provide the following information regarding the aggregate
number and percentage of the class of securities of issuer identified in Item 1.
(a)
Amount beneficially owned: 0
(b)
Percent of class: 0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 0
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Item 5. |
Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following:
x.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
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Item 9. |
Notice of Dissolution of Group.
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Not applicable.
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Item 10. |
Certification.
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Not applicable.
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CUSIP No. 98955H200 |
SCHEDULE 13G/A |
Page 6 of 6 |
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 16,
2023
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Yi Zhang |
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By: |
/s/ Yi Zhang |
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Name: Yi Zhang |
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Ultimate Vitor II Holdings Limited |
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By: |
/s/ Yi Zhang |
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Name: Yi Zhang |
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Title: Director |
[Signature Page to Schedule 13G/A]
LIST OF EXHIBITS
Exhibit No. |
|
Description |
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A |
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Joint Filing
Agreement |
Exhibit
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.00001 per share,
of Zhangmen Education Inc., a Cayman Islands exempted company with limited liability, and that this Agreement may be included as an Exhibit
to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one
and the same instrument.
[Signature page to follow]
SIGNATURE
IN WITNESS
WHEREOF, the undersigned hereby execute this Agreement as of November 16, 2023.
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Yi Zhang |
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By: |
/s/
Yi Zhang |
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Name: |
Yi Zhang |
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Ultimate Vitor II Holdings Limited |
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By: |
/s/ Yi Zhang |
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Name: |
Yi Zhang |
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Title: |
Director |
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[Signature
Page to 13G/A Joint Filing Agreement]
Zhangmen Education (PK) (USOTC:ZMENY)
過去 株価チャート
から 6 2024 まで 7 2024
Zhangmen Education (PK) (USOTC:ZMENY)
過去 株価チャート
から 7 2023 まで 7 2024