Basisstatistiken
| CIK | 1838937 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Zhangmen Education Inc - ADR
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| February 14, 2024 |
ZME / Zhangmen Education Inc - ADR / WARBURG PINCUS LLC - SC 13G/A Passive Investment SC 13G/A 1 d666199dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Zhangmen Education Inc. (Name of Issuer) American depositary shares, each representing seventy-two (72) Class A Ordinary Shares Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) |
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| February 13, 2024 |
EX-99 2 ex99.htm 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 con |
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| February 13, 2024 |
ZME / Zhangmen Education Inc - ADR / SOFTBANK GROUP CORP Passive Investment 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 o |
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| February 7, 2024 |
ZME / Zhangmen Education Inc - ADR / CMC Zenith Holdings Ltd - SC 13G/A Passive Investment SC 13G/A 1 tm245302d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Zhangmen Education Inc. (Name of Issuer) 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 |
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| January 25, 2024 |
EX-99.1 2 d747507dex991.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments the |
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| January 25, 2024 |
SC 13G/A 1 d747507dsc13ga.htm SCHEDULE 13G AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.1) Under the Securities Exchange Act of 1934* Zhangmen Education Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) 98955H 101 (CUSIP Number) December 31, 2023 (Date of Event Which Requir |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40455 Zhangmen Education Inc. (Exact name of registrant as specified in i |
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| November 16, 2023 |
EX-99.A 2 dp202843ex99a.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments ther |
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| November 16, 2023 |
ZME / Zhangmen Education Inc - ADR / Zhang Yi - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Zhangmen Education Inc. (Name of Issuer) Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) 98955H200** (CUSIP Number) November 16, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| November 16, 2023 |
As filed with the Securities and Exchange Commission on November 16, 2023 As filed with the Securities and Exchange Commission on November 16, 2023 Registration No. |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 3) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Zhangmen Education Inc. (Name of the Issuer) Zhangmen Education Inc. Ultimate Vitor II Holdings Limited Summit Lustre Limited Yi Zhang (Names of Persons Filing Statement) Class A Ordinary |
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| November 15, 2023 |
Zhangmen Education Inc. Announces Completion of Merger Exhibit 99.1 Zhangmen Education Inc. Announces Completion of Merger SHANGHAI, China – November 15, 2023 – Zhangmen Education Inc. (the “Company”) (OTCMKTS: ZMENY), an online education company in China, today announced the completion of its merger (the “Merger”) with Summit Lustre Limited (“Merger Sub”), a wholly owned subsidiary of Ultimate Vitor II Holdings Limited (“Parent”), pursuant to the pre |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive office) |
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| November 1, 2023 |
Zhangmen Education Inc. Announces Shareholders’ Approval of Going-Private Transaction Exhibit 99.1 Zhangmen Education Inc. Announces Shareholders’ Approval of Going-Private Transaction SHANGHAI, China – November 1, 2023 – Zhangmen Education Inc. (the “Company”) (OTCMKTS: ZMENY), an online education company in China, today announced that at an extraordinary general meeting of shareholders (the “EGM”) held today at 10:00 AM (China Standard Time), the Company’s shareholders voted in f |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive office) |
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| September 28, 2023 |
Proxy Statement of the Company Zhangmen Education Inc. Exhibit (a)-(1) Proxy Statement of the Company Zhangmen Education Inc. September 28, 2023 Holders of Ordinary Shares of Zhangmen Education Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of Zhangmen Education Inc. (the “Company”) to be held on November 1, 20 |
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| September 28, 2023 |
Zhangmen Education Inc. Announces Extraordinary General Meeting Exhibit 99.1 Zhangmen Education Inc. Announces Extraordinary General Meeting SHANGHAI, China – September 28, 2023 – Zhangmen Education Inc. (the “Company”) (OTCMKTS: ZMENY), an online education company in China, today announced it has called an extraordinary general meeting of shareholders (the “EGM”) to be held on November 1, 2023 at 10:00 AM (China Standard Time) at the Company’s principal execu |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive office |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Zhangmen Education Inc. (Name of the Issuer) Zhangmen Education Inc. Ultimate Vitor II Holdings Limited Summit Lustre Limited Yi Zhang (Names of Persons Filing Statement) Class A Ordinary |
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| September 21, 2023 |
Exhibit (b) Equity Commitment Letter July 28, 2023 Ultimate Vitor II Holdings Limited Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands Ladies and Gentlemen: Mr. |
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| September 21, 2023 |
Linklaters 11th Floor, Alexandra House Chater Road Hong Kong SAR China Telephone: (+852) 2842 4888 VIA EDGAR September 21, 2023 Mr. |
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| September 21, 2023 |
Preliminary Proxy Statement of the Company Zhangmen Education Inc. Exhibit (a)-(1) Preliminary Proxy Statement of the Company Zhangmen Education Inc. |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Zhangmen Education Inc. (Name of the Issuer) Zhangmen Education Inc. Ultimate Vitor II Holdings Limited Summit Lustre Limited Yi Zhang (Names of Persons Filing Statement) Class A Ordinary |
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| September 14, 2023 |
United States securities and exchange commission logo September 14, 2023 Xiaoxi Lin, Esq. |
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| August 18, 2023 |
Exhibit (b) Equity Commitment Letter July 28, 2023 Ultimate Vitor II Holdings Limited Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands Ladies and Gentlemen: Mr. |
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| August 18, 2023 |
CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation Exhibit 107 CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation Transaction Valuation* Fee rate Amount of Filing Fee** Fees to Be Paid $ 9,450,000 0. |
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| August 18, 2023 |
Preliminary Proxy Statement of the Company Zhangmen Education Inc. Exhibit (a)-(1) Preliminary Proxy Statement of the Company Zhangmen Education Inc. |
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| August 18, 2023 |
Exhibit (c)(2) |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Zhangmen Education Inc. (Name of the Issuer) Zhangmen Education Inc. Ultimate Vitor II Holdings Limited Summit Lustre Limited Yi Zhang (Names of Persons Filing Statement) Class A Ordinary Shares, par value |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive office) Ind |
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| July 28, 2023 |
Exhibit 99.2 Execution Version AGREEMENT AND PLAN OF MERGER Among ULTIMATE VITOR II HOLDINGS LIMITED, SUMMIT LUSTRE LIMITED and ZHANGMEN EDUCATION INC. Dated as of July 28, 2023 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effect of the Merger 3 Section 1.5 Company Memorandum and Articles of Association 3 Sect |
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| July 28, 2023 |
Exhibit 99.3 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 28, 2023 by and among: 1. Ultimate Vitor II Holdings Limited, a business company incorporated under the Laws of the British Virgin Islands (“Ultimate Vitor”); 2. Summit Lustre Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and |
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| July 28, 2023 |
Zhangmen Education Inc. Enters into Definitive Merger Agreement for Going Private Transaction Exhibit 99.1 Zhangmen Education Inc. Enters into Definitive Merger Agreement for Going Private Transaction SHANGHAI, China – July 28, 2023 – Zhangmen Education Inc. (the “Company”) (OTCMKTS: ZMENY), an online education company in China, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Ultimate Vitor II Holdings Limited (“Parent”) and |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive office) Ind |
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| June 16, 2023 |
Exhibit 99.1 Zhangmen Education Inc. Announces Appointment of Independent Financial Advisor and Legal Counsel to the Special Committee SHANGHAI, China – June 16, 2023 – Zhangmen Education Inc. (the “Company”) (OTCMKTS: ZMENY), an online education company in China, today announced that the special committee of the Company’s Board of Directors (the “Board”), formed to evaluate and consider the previ |
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| June 9, 2023 |
Zhangmen Education Inc. Announces Formation of Special Committee Exhibit 99.1 Zhangmen Education Inc. Announces Formation of Special Committee SHANGHAI, China – June 9, 2023 – Zhangmen Education Inc. (the “Company”) (OTCMKTS: ZMENY), a leading online education company in China, today announced that its Board of Directors (the “Board”) has established a special committee (the “Special Committee”) to evaluate and consider the previously announced preliminary non- |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive offices) In |
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| May 26, 2023 |
Exhibit 99.1 May 26, 2023 The Board of Directors (the “Board”) Zhangmen Education Inc. (the “Company”) No.1666 North Sichuan Road, Gaobao Building, Hongkou District, Shanghai, The People’s Republic of China Dear Members of the Board: I, Yi Zhang, founder, chairman of the Board, chief executive officer and interim principal financial and accounting officer of the Company, am pleased to submit this |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China (Address of principal executive offices) Ind |
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| April 28, 2023 |
Consent Letter granted by shareholder of Shanghai Zhangda’s spouse dated September 7, 2022 Exhibit 4.10 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL SPOUSAL CONSENT LETTER I, CHEN Zhongyi (a PRC resident, ID Card/Passport No.: ***), is the lawful spouse of ZHANG Yi (a citizen of the People’s Republic |
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| April 28, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Zhangmen Education Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statemen |
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| April 28, 2023 |
Power of Attorney granted by shareholder of Shanghai Zhangda dated September 7, 2022 Exhibit 4.11 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Power of Attorney I, ZHANG Yi, a PRC citizen with identity card number of ***, have executed this POWER OF ATTORNEY on September 7, 2022. This Power of A |
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| April 28, 2023 |
Exhibit 15.5 April 28, 2023 Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams, We have read Item 16F of Zhangmen Education Inc.'s Form 20-F dated April 28, 2023 and have the following comments: 1. We agree with the statements made in paragraphs 2, 3, and 4 of Item 16F for which we have a basis on which to comment on, and we agree with, the disclosure |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 28, 2023 |
Description of Registrant’s Securities Exhibit 2.5 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”) As of December 31, 2022, Zhangmen Education Inc. (“we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(g) of the Exchange Act: Title of each class Trading symbol American depositary shares, every American depositary share represent |
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| April 28, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Zhangmen Education Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Zhang, principal financial and accounting officer of the |
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| April 28, 2023 |
Exhibit 4.9 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of September 7, 2022, in S |
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| April 28, 2023 |
Exhibit 4.8 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Exclusive Management Service and Business Cooperation Agreement This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is |
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| April 28, 2023 |
Consent of Maples and Calder (Hong Kong) LLP Exhibit 15.2 Our ref ELR/741234-000001/25774443v2 Direct tel +852 3690 7424 Email [email protected] Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China 28 April 2023 Dear Sirs Zhangmen Education Inc. We have acted as legal advisers as to the laws of the Cayman Islands to Zhangmen Education Inc., an exempted company with limited liabi |
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| April 28, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Zhangmen Education Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Zhang, Chief Executive Officer of the Company, certify, |
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| April 28, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Zhangmen Education Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statemen |
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| April 28, 2023 |
Exhibit 4.7 THE SYMBOL “[***]” OR “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (“this Agreement”) has been executed by and among the following parties on September 7, 2022 in Shang |
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| April 28, 2023 |
Exhibit 15.1 April 28, 2023 To：Zhangmen Education Inc. No.1666 North Sichuan Road Hongkou District Shanghai 200080 People’s Republic of China Dear Sir or Madam: We hereby consent to the reference to our firm in “Item 3. Key Information—Contractual Arrangements with The VIE and The VIE’s Shareholder”, “Item 3. Key Information—Permission Required from the PRC Authorities for Our Operations and Overs |
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| April 28, 2023 |
Consent of Marcum Asia CPAs LLP, Independent Registered Public Accounting Firm Exhibit 15.3 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Zhangmen Education Inc. on Form S-8 (FILE NO. 333-258079) of our report dated April 28, 2023, with respect to our audits of the consolidated financial statements of Zhangmen Education Inc. as of December 31, 2022 and 2021 and for the years ended Decembe |
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| April 28, 2023 |
Exhibit 15.4 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-258079 on Form S-8 of our report dated March 22, 2021, relating to the financial statements of Zhangmen Education Inc., appearing in this Annual Report of Zhangmen Education Inc. on Form 20-F for the year ended December 31, 2022. /s/ Deloitte Touche T |
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| February 23, 2023 |
United States securities and exchange commission logo February 23, 2023 Yi Zhang Chief Executive Officer Zhangmen Education Inc. |
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| February 14, 2023 |
CORRESP 1 filename1.htm February 14, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Zhangmen Education Inc. Form 20-F for Fiscal Year Ended December 31, 2021 Filed May 3, 2022 File No. 001-40455 Attn: Division of Corporation Finance Office of Trade & Services VIA EDGAR Dear Rucha Pandit and Donald Field: This letter sets forth |
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| February 7, 2023 |
United States securities and exchange commission logo February 7, 2023 Yi Zhang Chief Executive Officer Zhangmen Education Inc. |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Zhangmen Education Inc. (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) 98955H200** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 1, 2023 |
EX-99.1 2 tm234973d1ex99-1.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments t |
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| January 17, 2023 |
CORRESP 1 filename1.htm January 17, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Zhangmen Education Inc. Form 20-F for Fiscal Year Ended December 31, 2021 Filed May 3, 2022 File No. 001-40455 Attn: Division of Corporation Finance Office of Trade & Services VIA EDGAR Dear Blaise Rhodes, Angela Lumley, Rucha Pandit and Donald |
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| December 23, 2022 |
United States securities and exchange commission logo December 23, 2022 Yi Zhang Chief Executive Officer Zhangmen Education Inc. |
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| September 9, 2022 |
Zhangmen Education Inc. Enters into Definitive Agreement to Dispose of its K-12 Business Exhibit 99.1 Zhangmen Education Inc. Enters into Definitive Agreement to Dispose of its K-12 Business SHANGHAI, China ? September 9, 2022 ? Zhangmen Education Inc. (the ?Company?) (OTCMKTS: ZMENY), a leading online education company in China, today announced that it has entered into a definitive share purchase agreement, dated September 9, 2022 (the ?Share Purchase Agreement?), with Eternal Zenith |
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| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive office |
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| September 9, 2022 |
Exhibit 99.2 9 September 2022 ZHANGMEN EDUCATION INC. as SELLER and ETERNAL ZENITH LIMITED as BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of all issued share in and the entire share capital of GLOBAL ONLINE EDUCATION HK LIMITED TABLE OF CONTENTS Page 1. Definitions and Interpretation 1 2. Sale and Purchase 7 3. Purchase Price 8 4. Conditions 8 5. Pre-closing obligations 8 6. Post-clos |
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| July 15, 2022 |
Zhangmen Education Inc. Announces Changes to its Board of Directors EXHIBIT 99.1 Zhangmen Education Inc. Announces Changes to its Board of Directors SHANGHAI, China ? July 15, 2022 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (OTCMKTS: ZMENY), a leading online education company in China, today announced that the Company has appointed Mr. Adam J. Zhao as an independent director of the Company, effectively as of July 15, 2022. Mr. Zhao meets the ?independ |
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| July 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) In |
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| July 5, 2022 |
Zhangmen Education Inc. Announces Changes in Management EXHIBIT 99.1 Zhangmen Education Inc. Announces Changes in Management SHANGHAI, China ? July 5, 2022 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (OTCMKTS: ZMENY), a leading online education company in China, today announced one change in its senior management team. Mr. Zengchou Yan has been appointed as the Company?s Executive Officer of the Smart Devices Department, effective as of Jul |
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| July 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) In |
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| June 17, 2022 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of American Depositary Shares, each representing seventy-two (72) Class A Ordinary Shares (the "ADSs") of Zha |
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| June 3, 2022 |
Zhangmen Education Inc. Receives Delisting Notice from the New York Stock Exchange EXHIBIT 99.1 Zhangmen Education Inc. Receives Delisting Notice from the New York Stock Exchange SHANGHAI, China ? June 3, 2022 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announced that on June 2, 2022, it received a written notice from the New York Stock Exchange (?NYSE?), indicating that the staff of NYSE Regulation has |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) In |
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| May 6, 2022 |
Zhangmen Education Inc. Announces Changes in Management Exhibit 99.1 Zhangmen Education Inc. Announces Changes in Management SHANGHAI, China ? May 6, 2022 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announced one change in its senior management team. Mr. Teng Yu has been appointed as the Company?s Vice President of Innovative Business, effective as of May 6, 2022. In this role, |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Ind |
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| May 3, 2022 |
Exhibit 15.4 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-258079 on Form S-8 of our report dated March 22, 2021, relating to the consolidated financial statements of Zhangmen Education Inc., appearing in this Annual Report of Zhangmen Education Inc. on Form 20-F for the year ended December 31, 2021. /s/ Delo |
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| May 3, 2022 |
Consent of Maples and Calder (Hong Kong) LLP EX-15.2 9 zme-ex15294.htm EX-15.2 Exhibit 15.2 Our ref ELR/741234-000001/23218649v2 Direct tel +852 3690 7424 Email [email protected] Zhangmen Education Inc. No.1666 North Sichuan Road, Hongkou District, Shanghai People’s Republic of China 2 May 2022 Dear Sirs Zhangmen Education Inc. We have acted as legal advisers as to the laws of the Cayman Islands to Zhangmen Education Inc., an exem |
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| May 3, 2022 |
Consent of Marcum Bernstein & Pinchuk LLP, Independent Registered Public Accounting Firm EX-15.3 10 zme-ex153677.htm EX-15.3 Beijing Office Kerry Center South Tower 1 Guang hua Rd., #2419-2422, Chaoyang Dist., Beijing 100020 T 8610.8518.7992 Exhibit 15.3 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in this Registration Statement of Zhangmen Education Inc. on Form S-8 (FILE NO. 333-258079) of our report dated May 2, 2022, with res |
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| May 3, 2022 |
Description of Registrant’s Securities Exhibit 2.5 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 (THE ?EXCHANGE ACT?) As of December 31, 2021, Zhangmen Education Inc. (?we,? ?us,? and ?our?) had the following series of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading symbol Name of each exchange on which registered American depositary shares, |
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| May 3, 2022 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Zhangmen Education Inc. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zengchou Yan, Executive Officer of Finance of the Company, |
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| May 3, 2022 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Zhangmen Education Inc. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Zhang, Chief Executive Officer of the Company, certify, |
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| May 3, 2022 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zengchou Yan, certify that: 1. I have reviewed this annual report on Form 20-F of Zhangmen Education Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stat |
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| May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| May 3, 2022 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Zhangmen Education Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statemen |
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| May 3, 2022 |
EX-15.5 12 zme-ex155466.htm EX-15.5 Exhibit 15.5 May 2, 2022 Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams, We have read Item 16F of Zhangmen Education Inc.'s Form 20-F dated May 2, 2022 and have the following comments: 1. We agree with the statements made in paragraphs 2, 3, and 4 of Item 16F for which we have a basis on which to comment on, and |
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| May 3, 2022 |
Exhibit 15.1 May 2, 2022 To：Zhangmen Education Inc. No.1666 North Sichuan Road Hongkou District Shanghai 200080 People’s Republic of China Dear Sir or Madam: We hereby consent to the reference to our firm in “Item 4. Information on the Company—4.C. Organizational Structure—Contractual Arrangements with Our VIEs and Our VIEs’ Respective Shareholders,” and “Item 10. Additional Information—10.E. Taxa |
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| April 15, 2022 |
Zhangmen Education Inc. Announces Receipt of NYSE Non-Compliance Letter EX-99.1 2 dp171057ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Zhangmen Education Inc. Announces Receipt of NYSE Non-Compliance Letter SHANGHAI, China – April 15, 2022 – Zhangmen Education Inc. (“Zhangmen” or the “Company”) (NYSE: ZME), a leading online education company in China, today announced that it received a letter dated April 13, 2022 (the “Letter”) from the New York Stock Exchange (the “NYSE”), n |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No. 300 Tongzhou Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indica |
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| March 30, 2022 |
Zhangmen Education Inc. Reports Fourth Quarter and Full Year 2021 Unaudited Financial Results EX-99.1 2 dp169995ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Zhangmen Education Inc. Reports Fourth Quarter and Full Year 2021 Unaudited Financial Results SHANGHAI, March 30, 2022 /PRNewswire/ – Zhangmen Education Inc. (“Zhangmen” or the “Company”) (NYSE: ZME), a leading online education company in China, today announced its unaudited and unreviewed financial results for the fourth quarter and full year |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-40455 Zhangmen Education Inc. No. 300 Tongzhou Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indica |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zhangmen Education Inc. (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) 98955H200** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 15, 2022 |
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0. |
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| February 14, 2022 |
CUSIP No. 98955H200 EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including a |
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| February 14, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT dated as of February 14, 2022, by and among Demantoid Gem Holdings Limited, Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., Warburg Pincus Private Equity XII-B (Cayman), L.P., Warburg Pincus Private Equity XI |
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| February 14, 2022 |
SCHEDULE 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, $0.00001 par value per share (Title |
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| February 14, 2022 |
EX-99 2 d269727dex99.htm EX-99 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 i |
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| February 14, 2022 |
SC 13G 1 tm226005d4sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zhangmen Education Inc. (Name of Issuer) 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** (Tit |
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| February 14, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A or |
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| February 14, 2022 |
SC 13G 1 d269727dsc13g.htm 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 |
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| February 14, 2022 |
SCHEDULE 13G CUSIP No. 98955H200 Page 1 of 30 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Zhangmen Education Inc. (Name of Issuer) American depositary shares, each representing seventy-two (72) Class A Ordinary Shares Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of |
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| February 10, 2022 |
EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Cl |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Zhangmen Education Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) 98955H 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 7, 2022 |
DOYU / DouYu International Holdings Limited ADS / Yu Teng - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zhangmen Education Inc. (Name of Issuer) Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) 98955H200** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| February 7, 2022 |
DOYU / DouYu International Holdings Limited ADS / Zhang Yi - FORM SC 13G Passive Investment SC 13G 1 dp166709sc13g-zhang.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zhangmen Education Inc. (Name of Issuer) Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) 98955H200** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing |
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| February 7, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 7, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No. 300 Tongzhou Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Ind |
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| December 17, 2021 |
Exhibit (a)(i) Zhangmen Education Inc. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF JUNE 10, 2021 Amendment No. 1 to the Deposit Agreement Dated as of [?], 2021 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Effective Date 2 ARTICLE II AM |
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| December 17, 2021 |
As filed with the Securities and Exchange Commission on December 17, 2021 Registration No. |
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| December 17, 2021 |
Exhibit (a)(ii) DEPOSIT AGREEMENT by and among Zhangmen Education Inc. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of June 10, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 1 Section 1 |
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| December 17, 2021 |
Zhangmen Education Inc. Announces Changes in Management Exhibit 99.1 Zhangmen Education Inc. Announces Changes in Management SHANGHAI, China, December 17, 2021 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announces changes in its senior management. Mr. Zengchou Yan has been appointed as the Company?s Executive Officer of Finance, effective as of December 17, 2021. Prior to joini |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indica |
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| December 13, 2021 |
Zhangmen Education Inc. Announces Plan to Implement ADS Ratio Change Exhibit 99.1 Zhangmen Education Inc. Announces Plan to Implement ADS Ratio Change SHANGHAI, China, December 13, 2021 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announces that it plans to change the ratio of its American depositary shares ("ADSs") to Class A ordinary shares from one (1) ADS representing nine (9) Class A or |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indica |
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| November 19, 2021 |
Zhangmen Education Inc. Announces Change of Auditor EXHIBIT 99.1 Zhangmen Education Inc. Announces Change of Auditor SHANGHAI, China, November 19, 2021 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announces the appointment of Marcum Bernstein & Pinchuk LLP (?MBP?) as the Company?s independent registered public accounting firm and the voluntary resignation of Deloitte Touche |
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| November 1, 2021 |
Zhangmen Education Inc. Reports Second Quarter 2021 Unaudited Financial Results Exhibit 99.1 Zhangmen Education Inc. Reports Second Quarter 2021 Unaudited Financial Results SHANGHAI, China ? November 1, 2021 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announced its unaudited financial results for the second quarter ended June 30, 2021. Second Quarter 2021 Financial Highlights ? Total net revenues were |
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| November 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indica |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indicat |
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| October 15, 2021 |
Zhangmen Education Inc. Announces Change to its Board of Directors Exhibit 99.1 Zhangmen Education Inc. Announces Change to its Board of Directors SHANGHAI, China, October 15, 2021 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, today announces that Mr. Fei Wu has tendered his voluntary resignation from his position as an independent director of the Company due to personal reasons, effective as of |
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| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indicate |
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| August 25, 2021 |
Zhangmen Provides Further Update on Regulatory Development Exhibit 99.1 Zhangmen Provides Further Update on Regulatory Development SHANGHAI, August 25, 2021 ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China, noted that the Shanghai Municipality Government issued the Shanghai Municipality?s Measures to Further Reduce the Burden of Homework and After-School Tutoring on Students in Compulsory Edu |
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| July 26, 2021 |
Zhangmen Education Inc. Provides Update on PRC Regulatory Policy Exhibit 99.1 Zhangmen Education Inc. Provides Update on PRC Regulatory Policy SHANGHAI, July 26, 2021/PRNewswire/ ? Zhangmen Education Inc. (?Zhangmen? or the ?Company?) (NYSE: ZME), a leading online education company in China focused on providing personalized online courses to K-12 students, noted that the General Office of the Communist Party of China Central Committee and the General Office of |
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| July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indicate b |
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| July 22, 2021 |
As filed with the Securities and Exchange Commission on July 22, 2021 As filed with the Securities and Exchange Commission on July 22, 2021 Registration No. |
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| July 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40455 Zhangmen Education Inc. No. 82 Tongjia Road, Hongkou District, Shanghai People?s Republic of China (Address of principal executive offices) Indicate |
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| July 9, 2021 |
Zhangmen Education Inc. Announces Changes in Management EX-99.1 2 d189205dex991.htm EX-99.1 Exhibit 99.1 Zhangmen Education Inc. Announces Changes in Management SHANGHAI, China, July 9, 2021 – Zhangmen Education Inc. (“Zhangmen” or the “Company”) (NYSE: ZME), a leading online education company in China focused on providing personalized online courses to K-12 students, today announced changes in its senior management. Mr. Ricky Kwok Yin Ng has been appo |
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| June 9, 2021 |
424B4 1 d145427d424b4.htm 424(B)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.333-256281 3,623,000 American Depositary Shares Zhangmen Education Inc. Representing 32,607,000 Class A Ordinary Shares We are selling 3,623,000 American depositary shares, or ADSs. Each ADS represents nine of our Class A ordinary shares, par value US$0.00001 per share. This is an initial public |
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| June 7, 2021 |
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 U.S.A Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 U.S.A As representatives of the prospective underwriters VIA EDGAR June 7, 2021 Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Dietrich King |
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| June 7, 2021 |
New York Stock Exchange 11 Wall Street New York, NY 10005 June 7, 2021 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the following securities of Zhangmen Education Inc. |
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| June 7, 2021 |
CORRESP 1 filename1.htm June 7, 2021 VIA EDGAR Mr. Dietrich King Ms. Taylor Beech Ms. Linda Cvrkel Mr. Stephen Kim Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Zhangmen Education Inc. (CIK No. 0001838937) Registration Statement on Form F-1 (File No. 333-256281) Registration Statement on Form 8-A (File |
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| June 4, 2021 |
United States securities and exchange commission logo June 4, 2021 Yi Zhang Chief Executive Officer Zhangmen Education Inc. |
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| June 4, 2021 |
As filed with the Securities and Exchange Commission on June 4, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 4, 2021 Registration No. |
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| June 4, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM ????????? AFFILIATE OFFICES PARTNERS 42/F, EDINBURGH TOWER, THE LANDMARK ?????? GEOFFREY CHAN * 15 QUEEN?S ROAD CENTRAL, HONG KONG BOSTON SHU DU * CHICAGO ANDREW L. |
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| June 4, 2021 |
Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-256281 June 4, 2021 ZHANGMEN EDUCATION INC. Zhangmen Education Inc., or the Company, has filed a registration statement on Form F-1, including a prospectus, with the Securities and Exchange Commission, or the SEC, for the offering to which this free writing prospectus relates. Before you invest, you should read the pros |
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| June 3, 2021 |
As filed with the Securities and Exchange Commission on June 3, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 3, 2021 Registration No. |
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| June 3, 2021 |
Registrant’s Specimen Certificate for Class A Ordinary Shares Exhibit 4.2 ZHANGMEN EDUCATION INC. Number Class A Ordinary Share(s) Incorporated under the laws of the Cayman Islands Share capital is US$80,000 divided into 8,000,000,000 shares of a par value of US$0.00001 each, comprising of (i) 7,000,000,000 Class A Ordinary Shares of a par value of US$0.00001 each, (ii) 500,000,000 Class B Ordinary Shares of a par value of US$0.00001 each, and (iii) 500,000, |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Zhangmen Education Inc. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi |
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| June 3, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Zhangmen Education Inc. [?] CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENT [?], 2021 MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 U.S.A CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010 U.S.A As representatives (the ?Representatives?) of the several Underwriters |
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| June 3, 2021 |
Exhibit 4.3 DEPOSIT AGREEMENT by and among ZHANGMEN EDUCATION INC. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [ ], 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 2 Section 1.4 ?Amer |
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| June 3, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM ????????? AFFILIATE OFFICES PARTNERS 42/F, EDINBURGH TOWER, THE LANDMARK ?????? GEOFFREY CHAN * 15 QUEEN?S ROAD CENTRAL, HONG KONG BOSTON SHU DU * CHICAGO ANDREW L. |
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| June 2, 2021 |
Exhibit (a) DEPOSIT AGREEMENT by and among Zhangmen Education Inc. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [], 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 1 Section 1.4 ?Ameri |
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| June 2, 2021 |
As filed with the Securities and Exchange Commission on June 2, 2021 Registration No. |
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| June 2, 2021 |
Exhibit (d) June 2, 2021 Citibank, N.A. ? ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the ?Registration Statement?) to be filed with the Securities and Exchange Commission (the ?SEC?) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the United |
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| May 28, 2021 |
As filed with the Securities and Exchange Commission on May 28, 2021 Table of Contents As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. |
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| May 28, 2021 |
PARTNERS GEOFFREY CHAN* SHU DU* ANDREW L. FOSTER* CHI T. STEVE KWOK* EDWARD H.P. LAM?* HAIPING LI* RORY MCALPINE* JONATHAN B. STONE PALOMA P. WANG ?(ALSO ADMITTED IN ENGLAND & WALES) *(ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) SKADDEN, ARPS, SLATE, MEAGHER & FLOM ????????? 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTRAL, HONG KONG TEL: (852) 3740-47 |
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| May 26, 2021 |
United States securities and exchange commission logo May 26, 2021 Yi Zhang Chief Executive Officer Zhangmen Education Inc. |
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| May 19, 2021 |
EX-99.3 32 d145427dex993.htm EX-99.3 Exhibit 99.3 Frost & Sullivan Letterhead May 19, 2021 Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District Shanghai, the People’s Republic of China Re: Zhangmen Education Inc. Ladies and Gentlemen, We understand that Zhangmen Education Inc. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United |
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| May 19, 2021 |
EX-10.6 12 d145427dex106.htm EX-10.6 Exhibit 10.6 EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (“this Agreement”) has been executed by and among the following parties on April 11, 2018 in Shanghai, the People’s Republic of China(“PRC” or the “PRC”): Party A: Shanghai Zhangxue Education Technology Co., Ltd. (the “Pledgee”), A wholly foreign-owned company established and existing under the l |
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| May 19, 2021 |
Exhibit 10.7 Exclusive Management Service and Business Cooperation Agreement This Exclusive Management Service and Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties on April 11, 2018 and in Shanghai, the People?s Republic of China (?PRC? or ?China?). Party A: Shanghai Zhangxue Education Technology Co., Ltd. Address: 1258E, Building 1, 1 |
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| May 19, 2021 |
Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES TENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZHANGMEN EDUCATION INC. (Adopted by a Special Resolution passed on May 19, 2021 and effective immediately prior to the completion of the initial public offering of the Company?s American Depositary Shares representing its Class A Ordinary Shares) 1. The |
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| May 19, 2021 |
Opinion of Tian Yuan Law Firm regarding certain PRC tax matters (included in Exhibit 99.2) EX-99.2 31 d145427dex992.htm EX-99.2 Exhibit 99.2 10/F, CPIC Plaza, No. 28 Fengsheng Hutong, Xicheng District, Beijing 100032, China Tel: 86 10 5776 3888 Fax: 86 10 5776 3777 May 19, 2021 To: Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People’s Republic of China Re: Legal Opinion on Certain PRC Law Matters We have acted as the People’s Republic of China (the “PRC”, exclu |
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| May 19, 2021 |
Principle Subsidiaries of the Registrant EX-21.1 25 d145427dex211.htm EX-21.1 Exhibit 21.1 List of Principal Subsidiaries and Consolidated Variable Interest Entities Subsidiaries Place of Incorporation Global Online Education HK Limited Hong Kong Shanghai Zhangneng Information Technology Co., Ltd. PRC Shanghai Zhangxue Education Technology Co., Ltd. PRC Shenzhen Kunxue Education Consulting Co., Ltd. PRC Shanghai Kun Ge Information Consul |
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| May 19, 2021 |
Exhibit 10.17 Exclusive Management Service and Business Cooperation Agreement This Exclusive Management Service and Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties on May 20, 2020 and in Shanghai, the People?s Republic of China (?PRC? or ?China?). Party A: Shanghai Zhangxue Education Technology Co., Ltd. Address: 1258E, Building 1, 19 |
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| May 19, 2021 |
Exhibit 10.15 Power of Attorney I, WU Jiajun, a PRC citizen with identity card number of ***, have executed this POWER OF ATTORNEY on May 20, 2020. This Power of Attorney shall take effect from the date of execution. I own 100% of the entire registered capital of Shanghai Zhangshi Education Training Co., Ltd. . (hereinafter referred to as ? Shanghai Zhangshi? or the ?Company?) as of the date hereo |
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| May 19, 2021 |
Exhibit 10.14 SPOUSAL CONSENT LETTER I, (a PRC resident, ID Card/Passport No.: ), is the lawful spouse of [Name of Shareholder of VIE] (a citizen of the People?s Republic of China, ID Card No.: ). I hereby acknowledge that I am aware of, and unconditionally and irrevocably consent to, the execution by my spouse of the following documents (the ?Transaction Documents?) and the disposition of the equ |
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| May 19, 2021 |
Exhibit 10.1 GLOBAL ONLINE EDUCATION INC. AMENDED AND RESTATED 2018 OPTION PLAN Adopted on June 1, 2018, as amended by the board of directors and adopted by the shareholders on February 25, 2021 GLOBAL ONLINE EDUCATION INC. AMENDED AND RESTATED 2018 OPTION PLAN SECTION 1 ESTABLISHMENT AND PURPOSE The purpose of this Amended and Restated 2018 Option Plan (the ?Plan?) is to offer selected Employees, |
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| May 19, 2021 |
CORRESP 1 filename1.htm PARTNERS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM •* HAIPING LI * RORY MCALPINE • JONATHAN B. STONE * PALOMA P. WANG • (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) SKADDEN, ARPS, SLATE, MEAGHER & FLOM 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HON |
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| May 19, 2021 |
EX-10.5 11 d145427dex105.htm EX-10.5 Exhibit 10.5 Power of Attorney I, ZHANG Yi, a PRC citizen with identity card number of ***, have executed this POWER OF ATTORNEY on April 11, 2018. This Power of Attorney shall take effect from the date of execution. I own 100% of the entire registered capital of Shanghai Zhangda Education Technology Co., Ltd.. (hereinafter referred to as “ Shanghai Zhangda” or |
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| May 19, 2021 |
Exhibit 10.10 Power of Attorney I, [name of the shareholder of VIE], a PRC citizen with identity card number of , have executed this POWER OF ATTORNEY on [Execution Date]. This Power of Attorney shall take effect from the date of execution. I own % of the entire registered capital of Shenzhen Zhangmenren Education Consulting Co., Ltd.. (hereinafter referred to as ? Zhangmenren? or the ?Company?) a |
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| May 19, 2021 |
Exhibit 10.18 EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this ?Agreement?) is executed by and among the following Parties as of May 20, 2020, in Shanghai, the People?s Republic of China (?PRC? or the ?PRC?): (1) Party A: Shanghai Zhangxue Education Technology Co., Ltd. Address: 1258E, Building 1, 196 Yangtai Road, Baoshan District, Shanghai (2) Party B: WU Jiajun(the ?Pledgor?), a |
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| May 19, 2021 |
Exhibit 10.9 SPOUSAL CONSENT LETTER I, CHEN Zhongyi (a PRC resident, ID Card/Passport No.: ***), is the lawful spouse of ZHANG Yi (a citizen of the People?s Republic of China, ID Card No.:***). I hereby acknowledge that I am aware of, and unconditionally and irrevocably consent to, the execution by my spouse of the following documents (the ?Transaction Documents?) and the disposition of the equity |
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| May 19, 2021 |
Exhibit 10.12 Exclusive Management Service and Business Cooperation Agreement This Exclusive Management Service and Business Cooperation Agreement (this ?Agreement?) is made and entered into by and between the following parties on September 22, 2020 and in Shanghai, the People?s Republic of China (?PRC? or ?China?). Party A: Shanghai Zhangxue Education Technology Co., Ltd. Address: 1258E, Building |
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| May 19, 2021 |
Exhibit 10.13 EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this ?Agreement?) is executed by and among the following Parties as of [Execution Date] in Shanghai, the People?s Republic of China (?PRC? or the ?PRC?): (1) Party A: Shanghai Zhangxue Education Technology Co., Ltd. Address: 1258E, Building 1, 196 Yangtai Road, Baoshan District, Shanghai (2) Party B: [Name of Shareholder of |
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| May 19, 2021 |
EX-10.11 17 d145427dex1011.htm EX-10.11 Exhibit 10.11 EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (“this Agreement”) has been executed by and among the following parties on [Execution Date] in , the People’s Republic of China (“PRC” or the “PRC”): Party A: Shanghai Zhangxue Education Technology Co., Ltd. (the “Pledgee”)，A wholly foreign-owned company established and existing under the law |
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| May 19, 2021 |
Powers of Attorney (included on signature page) Table of Contents As filed with the Securities and Exchange Commission on May 19, 2021 Registration No. |
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| May 19, 2021 |
Exhibit 4.4 EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among Global Online Education Inc. Global Online Education HK Limited and THE OTHER PARTIES NAMED HEREIN April 21, 2021 EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this ?Agreement?) is entered into on April 21, 2021, by and among: A. Global Online Education Inc., a |
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| May 19, 2021 |
Exhibit 10.8 EXCLUSIVE OPTION AGREEMENT This Exclusive Option Agreement (this ?Agreement?) is executed by and among the following Parties as of April 11, 2018, in Shanghai, the People?s Republic of China (?PRC? or the ?PRC?): (1) Party A: Shanghai Zhangxue Education Technology Co., Ltd. Address: 1258E, Building 1, 196 Yangtai Road, Baoshan District, Shanghai (2) Party B: ZHANG Yi, a PRC citizen wi |
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| May 19, 2021 |
EX-10.3 9 d145427dex103.htm EX-10.3 Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 by and between Zhangmen Education Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card/Passport No. ) (the “Indemnitee”). WHEREAS, the Indemnitee has agreed to serve as a director or officer |
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| May 19, 2021 |
Policy Agreement Among the Registrant and other parties thereto dated May 9, 2019 Exhibit 4.5 INVESTMENT NUMBER Policy Agreement Among GLOBAL ONLINE EDUCATION INC. and INTERNATIONAL FINANCE CORPORATION and IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP Dated May 9, 2019 This draft document is not a contract or an offer to enter into a contract. Only the document as executed by IFC and the other parties hereto will contain the terms that bind them. Until the document is executed |
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| May 19, 2021 |
Exhibit 99.1 ZHANGMEN EDUCATION INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the ?Code?) contains general guidelines for conducting the business of Zhangmen Education Inc., a Cayman Islands company, and its subsidiaries and affiliates (collectively, the ?Company?) consistent with the highest standards of business ethics, and is intended to qualify a |
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| May 19, 2021 |
EX-3.1 2 d145427dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZHANGMEN EDUCATION INC. (As adopted by Special Resolution passed on April 21, 2021) INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AME |
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| May 19, 2021 |
EX-10.4 10 d145427dex104.htm EX-10.4 Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Zhangmen Education Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card / Passport No. ) (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive and to a |
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| May 19, 2021 |
EX-10.2 8 d145427dex102.htm EX-10.2 Exhibit 10.2 Zhangmen Education Inc. 2021 Share Incentive Plan ARTICLE 1 PURPOSE The purpose of this 2021 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Zhangmen Education Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees |
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| May 19, 2021 |
EX-10.16 22 d145427dex1016.htm EX-10.16 Exhibit 10.16 EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (“this Agreement”) has been executed by and among the following parties on May 20, 2020 in Shanghai, the People’s Republic of China (“PRC” or the “PRC”): Party A: Shanghai Zhangxue Education Technology Co., Ltd. (the “Pledgee”), a limited liability company established and existing under the l |
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| April 22, 2021 |
As confidentially submitted to the Securities and Exchange Commission on April 22, 2021 DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 22, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Online Education Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s |
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| April 22, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTRAL, HONG KONG TEL: (852) 3740-4 |
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| April 16, 2021 |
United States securities and exchange commission logo April 16, 2021 Yi Zhang Chief Executive Officer Global Online Education Inc. |
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| March 22, 2021 |
As confidentially submitted to the Securities and Exchange Commission on March 22, 2021 DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 22, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Online Education Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s n |
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| March 22, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM ????????? PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTR |
