SC 13G

Names of Reporting Persons

SB Global Advisers Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

England and Wales

SC 13G 1 d269727dsc13g.htm SC 13G SC 13G

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. )*

Zhangmen Education Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

98955H200

(CUSIP Number)

December 31, 2021

(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).


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ITEM 1.

(a) Name of Issuer:

Zhangmen Education Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

No. 300 Tongzhou 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:

SB Global Advisers Limited

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 SB Global Advisers Limited 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:

SB Global Advisers Limited 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


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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, 2021, based upon 1,224,155,349 Class A Ordinary Shares outstanding as disclosed in the Issuer’s prospectus as filed with the Securities and Exchange Commission on June 7, 2021.


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:
SB Global Advisers Limited		84,412,769		6.9	%		0		84,412,769		0		84,412,769
SoftBank Vision Fund II-2 L.P.		84,412,769		6.9	%		0		84,412,769		0		84,412,769
SVF II Aggregator (Jersey) L.P.		84,412,769		6.9	%		0		84,412,769		0		84,412,769
SVF II Holdings (DE) LLC		84,412,769		6.9	%		0		84,412,769		0		84,412,769
SVF II Zeal Subco (DE) LLC		84,412,769		6.9	%		0		84,412,769		0		84,412,769

SVF II Zeal Subco (DE) LLC may be deemed the beneficial owner of 84,412,769 Class A Ordinary Shares underlying 1,172,399 American depositary shares (“ADSs”), with each ADS representing 72 Class A Ordinary Shares. SoftBank Vision Fund II-2 L.P. 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.

SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.


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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.


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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.

Date: February 14, 2022


SB Global Advisers Limited

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director


SoftBank Vision Fund II-2 L.P.
By: SB Global Advisers Limited, its Manager

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director


SVF II Aggregator (Jersey) L.P.
By: SB Global Advisers Limited, its Manager

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director


SVF II Holdings (DE) LLC

By:		/s/ Ian McLean
Name:		Ian McLean
Title:		Director


SVF II Zeal Subco (DE) LLC

By:		/s/ Ian McLean
Name:		Ian McLean
Title:		Director


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

SEC Form SC 13G filed by Zhangmen Education Inc.