SEC Form SC 13G filed by Zhangmen Education Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _)*

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**

Name of Reporting Person:

CMC Zenith Holdings Limited

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

76,056,513*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

76,056,513*

AGGREGATE AMOUNT BENEFICIALLY OWNED

76,056,513*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.2%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

CMC Zenith, L.P.

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

76,056,513*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

76,056,513*

AGGREGATE AMOUNT BENEFICIALLY OWNED

76,056,513*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.2%**

TYPE OF REPORTING PERSON

PN

Name of Reporting Person:

CMC Zenith GP, L.P.

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

76,056,513*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

76,056,513

AGGREGATE AMOUNT BENEFICIALLY OWNED

76,056,513

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.2%**

TYPE OF REPORTING PERSON

PN

Name of Reporting Person:

CMC Capital Partners GP II, Ltd.

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

76,056,513*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

76,056,513*

AGGREGATE AMOUNT BENEFICIALLY OWNED

76,056,513*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.2%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

LaConfiance Investments Ltd

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

British Virgin Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

86,772,609*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

86,772,609*

AGGREGATE AMOUNT BENEFICIALLY OWNED

86,772,609*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.1%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

LeBonheur Holdings Ltd

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

British Virgin Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

86,772,609*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

86,772,609*

AGGREGATE AMOUNT BENEFICIALLY OWNED

86,772,609*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.1%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

Brilliant Spark Holdings Limited

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

British Virgin Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

86,772,609*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

86,772,609*

AGGREGATE AMOUNT BENEFICIALLY OWNED

86,772,609*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.1%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

Ruigang Li

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

SEC USE ONLY

Citizenship or Place of Organization

People's Republic of China

SOLE VOTING POWER

0

SHARED VOTING POWER

86,772,609*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

86,772,609*

AGGREGATE AMOUNT BENEFICIALLY OWNED

86,772,609*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.1%**

TYPE OF REPORTING PERSON

IN

Address of Issuer’s Principal Executive Offices:

No.82 Tongjia Road, Hongkou District, Shanghai, People’s Republic of China

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

The shares reported herein are held by CMC Zenith Holdings Limited, CMC Zenith II Holdings Limited and Studemont Delta Holdings Limited. CMC Zenith Holdings Limited is wholly owned by CMC Zenith, L.P., whose general partner is CMC Zenith GP, L.P. CMC Zenith GP, L.P.’s general partner is CMC Capital Partners GP II, Ltd. CMC Zenith II Holdings Limited is wholly owned by Alpha Plus Fund, L.P., whose general partner is Alpha Plus Fund GP, Ltd. Studemont Delta Holdings Limited is wholly owned by Studemont Delta, L.P., whose general partner is Studemont Delta GP Ltd. Each of CMC Capital Partners GP II, Ltd., Alpha Plus Fund GP, Ltd. and Studemont Delta GP Ltd is wholly owned by LaConfiance Investments Ltd. LaConfiance Investments Ltd is wholly owned by LeBonheur Holdings Ltd. LeBonheur Holdings Ltd is wholly owned by Brilliant Spark Holdings Limited. Brilliant Spark Holdings Limited is wholly owned by Mr. Ruigang Li.

CMC Zenith, L.P., CMC Zenith GP, L.P. and CMC Capital Partners GP II, Ltd., as a result, and by virtue of the relationships described above, may be deemed to beneficially own the shares held by CMC Zenith Holdings Limited.

LaConfiance Investments Ltd, LeBonheur Holdings Ltd, Brilliant Spark Holdings Limited and Ruigang Li, as a result, and by virtue of the relationships described above, may be deemed to beneficially own the shares held by CMC Zenith Holdings Limited, CMC Zenith II Holdings Limited and Studemont Delta Holdings Limited.

Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

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

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

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:

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.

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 ¨.