Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
2024年2月8日 - 12:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*
|
Zhangmen
Education Inc. |
(Name of
Issuer) |
|
Class A ordinary shares, $0.00001
par value per share
American Depositary Shares, each representing
seventy-two Class A ordinary shares, par value $0.00001 per share** |
(Title
of Class of Securities) |
|
98955H200*** |
(CUSIP
Number) |
|
December 31,
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:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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 the disclosures provided in a prior cover page.
** The American Depositary Shares (“ADSs”), each representing
seventy-two Class A ordinary shares, par value $0.00001 per share, were separately registered on a registration statement on Form F-6
(Registration No. 333-256720).
*** This CUSIP number applies to the American Depositary Shares, each
representing seventy-two Class A ordinary shares, par value $0.00001 per share. No CUSIP has been assigned to the Class A ordinary
shares.
The information required in 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 |
|
Page 2
of 13 Pages |
1 |
Name of Reporting Person:
CMC Zenith Holdings Limited |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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 |
CUSIP No. 98955H200 |
|
Page 3
of 13 Pages |
1 |
Name of Reporting Person:
CMC Zenith, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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
PN |
CUSIP No. 98955H200 |
|
Page 4
of 13 Pages |
1 |
Name of Reporting Person:
CMC Zenith GP, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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
PN |
CUSIP No. 98955H200 |
|
Page 5
of 13 Pages |
1 |
Name of Reporting Person:
CMC Capital Partners GP II, Ltd. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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 |
CUSIP No. 98955H200 |
|
Page 6
of 13 Pages |
1 |
Name of Reporting Person:
LaConfiance Investments Ltd |
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 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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 |
CUSIP No. 98955H200 |
|
Page 7
of 13 Pages |
1 |
Name of Reporting Person:
LeBonheur Holdings Ltd |
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 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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 |
CUSIP No. 98955H200 |
|
Page 8
of 13 Pages |
1 |
Name of Reporting Person:
Brilliant Spark Holdings Limited |
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 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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 |
CUSIP No. 98955H200 |
|
Page 9
of 13 Pages |
1 |
Name of Reporting Person:
Ruigang Li |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
Citizenship or Place of Organization
People's Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
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
IN |
CUSIP No. 98955H200 |
|
Page 10
of 13 Pages |
SCHEDULE 13G/A
This Amendment No.1 to the Schedule 13G relating to Zhangmen Education
Inc., is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Securities and Exchange Commission on February 14,
2022 (the “Schedule 13G”). This Amendment No.1 is the final amendment to the Schdule 13G and is an exit filing.
Item 1(a) |
Name of Issuer:
Zhangmen Education Inc. |
|
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices:
No.1666 North Sichuan Road, Hongkou District, Shanghai, People’s
Republic of China |
|
|
Item 2(a) |
Name of Persons Filing:
This statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
CMC Zenith Holdings Limited
CMC Zenith, L.P.
CMC Zenith GP, L.P.
CMC Capital Partners GP II, Ltd.
LaConfiance Investments Ltd
LeBonheur Holdings Ltd
Brilliant Spark Holdings Limited
Ruigang Li |
|
|
Item 2(b) |
Address of Principal Business Office, or if None, Residence:
The principal business address of each Reporting Person is as
follows:
c/o CMC Capital Partners HK Limited
Suite 302, 3/F., Cheung Kong Centre,
No. 2 Queen's Road
Central, Hong Kong |
Item 2(c) |
Citizenship:
The citizenship of each Reporting Person is as follows:
CMC Zenith Holdings Limited - Cayman Islands
CMC Zenith, L.P. - Cayman Islands
CMC Zenith GP, L.P. - Cayman Islands
CMC Capital Partners GP II, Ltd. - Cayman Islands
LaConfiance Investments Ltd - British Virgin Islands
LeBonheur Holdings Ltd - British Virgin Islands
Brilliant Spark Holdings Limited - British Virgin Islands
Ruigang Li - People’s Republic of China |
Item 2(d) |
Title of Class of Securities:
Class A ordinary shares, $0.00001 par value |
|
|
Item 2(e) |
CUSIP Number: 98955H200 (ADSs) |
Item 3 |
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is:
(a).¨ Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b).¨ Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c).¨ Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d).¨ Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).¨ An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f).¨ An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h).¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).¨ A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k).¨ A group, in
accordance with Rule 13d-1(b)(1)(ii) (A) through (K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution: |
Item 4 |
Ownership:
(a). Amount beneficially owned: See the response to
row 9 of the cover page for each Reporting Person.
(b). Percent of class: See the response to row 11 of the cover page for each Reporting Person.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct
the vote:
See the response to row 5 of the
cover page for each Reporting Person.
(ii). Shared power to vote or to direct the vote:
See the response to row 6 of the
cover page for each Reporting Person.
(iii). Sole power to dispose or to direct the disposition of:
See the response to row 7 of the
cover page for each Reporting Person
(iv). Shared power to dispose or to direct the disposition of:
See the response to row 8 of the
cover page for each Reporting Person.
|
Item 5 |
Ownership of Five Percent or Less of the Class:
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 five percent of the class of securities, check the following x. |
|
|
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.
Date: February 7, 2024
CMC Zenith
Holdings Limited |
|
|
|
By: |
/s/
Han Gao |
|
Name: |
Han Gao |
|
Title: |
Authorized Director |
|
|
|
CMC Zenith,
L.P. |
|
Acting by CMC Zenith GP, L.P., its general
partner |
|
Acting by CMC Capital Partners GP II, Ltd.,
its general partner |
|
|
|
By: |
/s/ Ruigang
Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
CMC Zenith
GP, L.P. |
|
Acting by CMC Capital Partners GP II, Ltd.,
its general partner |
|
|
|
By: |
/s/ Ruigang
Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
CMC CAPITAL
PARTNERS GP II, LTD. |
|
|
|
By: |
/s/ Ruigang
Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
LACONFIANCE
INVESTMENTS LTD |
|
|
|
By: |
/s/ Ruigang
Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
LEBONHEUR
HOLDINGS LTD |
|
|
|
By: |
/s/ Ruigang
Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
Brilliant
Spark Holdings Limited |
|
|
|
By: |
/s/
Ruigang Li |
|
Name: |
Ruigang Li |
|
Title: |
Director |
|
|
|
RUIGANG LI |
|
|
|
By: |
/s/ Ruigang
Li |
|
Ruigang Li, Individually |
|
EXHIBIT INDEX
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
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