United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Zhangmen Education Inc.
(Name of Issuer)
Class A Ordinary Shares
(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) |
| ☒ | 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 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 | Schedule 13G | Page 2 of 11 |
| 1 | Names of Reporting Persons
SoftBank Group Corp. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
Japan |
| 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 by Each Reporting Person
0 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
0% |
| 12 | Type of Reporting Person
CO |
| CUSIP No. 98955H200 | Schedule 13G | Page 3 of 11 |
| 1 | Names of Reporting Persons
SB Global Advisers Limited |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
England and Wales |
| 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 by Each Reporting Person
0 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
0% |
| 12 | Type of Reporting Person
CO |
| CUSIP No. 98955H200 | Schedule 13G | Page 4 of 11 |
| 1 | Names of Reporting Persons
SoftBank Vision Fund II-2 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
Jersey |
| 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 by Each Reporting Person
0 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
0% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 98955H200 | Schedule 13G | Page 5 of 11 |
| 1 | Names of Reporting Persons
SVF II Aggregator (Jersey) 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
Jersey |
| 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 by Each Reporting Person
0 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
0% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 98955H200 | Schedule 13G | Page 6 of 11 |
| 1 | Names of Reporting Persons
SVF II Holdings (DE) LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
Delaware |
| 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 by Each Reporting Person
0 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
0% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 98955H200 | Schedule 13G | Page 7 of 11 |
| 1 | Names of Reporting Persons
SVF II Zeal Subco (DE) LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
Delaware |
| 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 by Each Reporting Person
0 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
0% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 98955H200 | Schedule 13G | Page 8 of 11 |
| ITEM 1. | (a) | Name of Issuer: |
Zhangmen Education Inc. (the “Issuer”).
| (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 Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
SoftBank Group Corp. (“SoftBank”)
SB Global Advisers Limited (“SBGA”)
SoftBank Vision Fund II-2 L.P.
SVF II Aggregator (Jersey) L.P.
SVF II Holdings (DE) LLC
SVF II Zeal Subco (DE) LLC
| (b) | Address or Principal Business Office: |
The address for SoftBank is 1-7-1 Kaigan, Minato-ku, Tokyo, 105-7537, Japan. The address for SBGA is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for each of SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The address for SVF II Holdings (DE) LLC and SVF II Zeal Subco (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808.
| (c) | Citizenship of each Reporting Person is: |
SoftBank is organized under the laws of Japan. SBGA is organized under the laws of England and Wales. SoftBank Vision Fund II-2 L.P. and SVF II Aggregator (Jersey) L.P. are organized under the laws of Jersey. SVF II Holdings (DE) LLC and SVF II Zeal Subco (DE) LLC are organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.00001 per share (“Class A Ordinary Shares”).
| (e) | CUSIP Number: |
98955H200
| CUSIP No. 98955H200 | Schedule 13G | Page 9 of 11 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2023.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| SoftBank Group Corp. | 0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SB Global Advisers Limited | 0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SoftBank Vision Fund II-2 L.P. | 0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SVF II Aggregator (Jersey) L.P. | 0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SVF II Holdings (DE) LLC | 0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SVF II Zeal Subco (DE) LLC | 0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P., which is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Zeal Subco (DE) LLC.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: ☒
| 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.
| CUSIP No. 98955H200 | Schedule 13G | Page 10 of 11 |
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 13, 2024
| SoftBank Group Corp. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: | Yuko Yamamoto | |
| Title: | Head of Corporate Legal | |
| SB Global Advisers Limited | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SoftBank Vision Fund II-2 L.P. | ||
| By: | SB Global Advisers Limited, its Manager | |
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SVF II Aggregator (Jersey) L.P. | ||
| By: | SVF II GP (Jersey) Limited, its General Partner | |
| By: | /s/ Michael Johnson | |
| Name: | Michael Johnson | |
| Title: | Director | |
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SVF II Zeal Subco (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| CUSIP No. 98955H200 | Schedule 13G | Page 11 of 11 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 13, 2024.
| SoftBank Group Corp. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: | Yuko Yamamoto | |
| Title: | Head of Corporate Legal | |
| SB Global Advisers Limited | ||
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SoftBank Vision Fund II-2 L.P. | ||
| By: | SB Global Advisers Limited, its Manager | |
| By: | /s/ Alex Clavel | |
| Name: | Alex Clavel | |
| Title: | Director | |
| SVF II Aggregator (Jersey) L.P. | ||
| By: | SVF II GP (Jersey) Limited, its General Partner | |
| By: | /s/ Michael Johnson | |
| Name: | Michael Johnson | |
| Title: | Director | |
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SVF II Zeal Subco (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |