SC 13G/A 1 formsc13ga.htm

 

 

 

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.