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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Zhihu Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.000125 per share (Title of Class of Securities) |
98955N207 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 98955N207 |
| 1 | Names of Reporting Persons
Innovation Works Development Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,792.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 1,380,792 shares, all of which are directly owned by Innovation Works Development Fund, L.P. ("Innovation I"), except that Innovation Works Development Fund GP, L.P. ("Partners I"), the general partner of Innovation I, and Innovation Works Development Fund GP, LLC ("Partners I LLC"), the general partner of Partners I, may be deemed to have sole voting and dispositive power, and Peter Liu and Kai-Fu Lee, the members of Partners I LLC (the "Members"), may be deemed to have shared voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98955N207 |
| 1 | Names of Reporting Persons
Innovation Works Development Fund GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,792.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 1,380,792 shares, all of which are directly owned by Innovation I, except that Partners I and Partners I LLC may be deemed to have sole voting and dispositive power, and the Members may be deemed to have shared voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98955N207 |
| 1 | Names of Reporting Persons
Innovation Works Development Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,792.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1,380,792 shares, all of which are directly owned by Innovation I, except that Partners I and Partners I LLC may be deemed to have sole voting and dispositive power, and the Members may be deemed to have shared voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98955N207 |
| 1 | Names of Reporting Persons
Innovation Works Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
533,939.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 533,939 shares, all of which are directly owned by Innovation Works Holdings Limited ("Innovation Ltd"), except that Kai-Fu Lee ("Dr. Lee") may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98955N207 |
| 1 | Names of Reporting Persons
Peter Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,792.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1,380,792 shares, all of which are directly owned by Innovation I, except that Partners I and Partners I LLC may be deemed to have sole voting and dispositive power, and the Members may be deemed to have shared voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 98955N207 |
| 1 | Names of Reporting Persons
Kai-Fu Lee | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TAIWAN, PROVINCE OF CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,731.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 533,939 shares, all of which are directly owned by Innovation Ltd, except that Dr. Lee may be deemed to have sole voting and dispositive power with respect to such shares.
1,380,792 shares, all of which are directly owned by Innovation I, except that Partners I and Partners I LLC may be deemed to have sole voting and dispositive power, and the Members may be deemed to have shared voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Zhihu Inc. | |
| (b) | Address of issuer's principal executive offices:
A5 Xueyuan Road Haidian District Beijing, F4, 100083 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) Innovation Works Development Fund, L.P., a Cayman Islands limited partnership ("Innovation I"); (ii) Innovation Works Development Fund GP, L.P., a Cayman Islands limited partnership ("Partners I"); (iii) Innovation Works Development Fund GP, LLC, a Cayman Islands limited liability company ("Partners I LLC"); (iv) Innovation Works Holdings Limited, a British Virgin Islands limited company ("Innovation Ltd"); (v) Peter Liu ("Liu"), a citizen of the United States; and (vi) Kai-Fu Lee ("Dr. Lee"), a citizen of Taiwan, China. The foregoing entities and individuals are collectively referred to as the "Reporting Persons."
Partners I is the general partner of Innovation I and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Innovation I. Partners I LLC is the general partner of Partners I and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Innovation I. Liu and Dr. Lee are the members of Partners I LLC (the "Members"), and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Innovation I. Dr. Lee is the sole member of Innovation Ltd and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Innovation Ltd. | |
| (b) | Address or principal business office or, if none, residence:
c/o Innovation Works Holdings Limited
P.O. Box 3321, Drake Chambers
Road Town, Tortola, British Virgin Islands
c/o Maples Corporate Services Limited
P.O. Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands | |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.000125 per share | |
| (e) | CUSIP No.:
98955N207 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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 or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature: This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
Exhibit Information
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Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Zhihu, Inc. shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies. |