Form SC 13G Zhangmen Education Inc. Filed by: WARBURG PINCUS LLC

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)

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)

98955H200 **

(CUSIP Number)

December 31, 2021

(Date of the 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 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 provision of the Act (however, see the Notes.)

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ZHANGMEN EDUCATION INC. (the “Issuer”)

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

Demantoid Gem Holdings Limited (“Demantoid”)

Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P. (“WP Callisto”)

Warburg Pincus (Europa) Private Equity XII (Cayman), L.P. (“WP Europa”)

Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P. (“WP Ganymede”)

Warburg Pincus Private Equity XII-B (Cayman), L.P. (“WP XII-B”)

Warburg Pincus Private Equity XII-D (Cayman), L.P. (“WP XII-D”)

Warburg Pincus Private Equity XII-E (Cayman), L.P. (“WP XII-E”)

Warburg Pincus XII Partners (Cayman), L.P. (“Warburg Pincus XII Partners”)

WP XII Partners (Cayman), L.P. (“WP XII Partners”, together with WP Callisto, WP Europa, WP Ganymede, WP XII-B, WP XII-D, WP XII-E and Warburg Pincus XII Partners, the “WP XII Cayman Funds”)

Warburg Pincus (Cayman) XII, L.P. (“WP XII GP”)

Warburg Pincus (Cayman) XII GP LLC (“WP XII LLC”)

Warburg Pincus China Partners (Cayman), L.P. (“WP China Partners”)

Warburg Pincus China (Cayman), L.P. (“WP China”, and together with WP China Partners, the “WP China Cayman Funds”)

Warburg Pincus (Cayman) China GP, L.P. (“WP China GP”)

Warburg Pincus (Cayman) China GP LLC (“WP China LLC”)

Warburg Pincus Partners II (Cayman), L.P. (“WPP II”)

Warburg Pincus Partners II Holdings (Cayman), L.P. (“WPP II Holding”)

WPP II Administrative (Cayman), LLC (“WPP II Administrative”)

Warburg Pincus (Bermuda) Private Equity GP Ltd. (“WP Bermuda”)

Warburg Pincus LLC (“WP LLC”)

Each party listed above is collectively being referred to herein as the “Warburg Pincus Reporting Persons”.

For all reporting persons:

c/o 450 Lexington Avenue, New York, New York 10017.

Demantoid: British Virgin Islands

WP Callisto: Cayman Islands

WP Europa: Cayman Islands

WP Ganymede: Cayman Islands

WP XII-B: Cayman Islands

WP XII-D: Cayman Islands

WP XII-E: Cayman Islands

Warburg Pincus XII Partners: Cayman Islands

WP XII Partners: Cayman Islands

WP XII GP: Cayman Islands

WP XII LLC: Cayman Islands

WP China Partners: Cayman Islands

WP China: Cayman Islands

WP China GP: Cayman Islands

SCHEDULE 13G

 

WP China LLC: Delaware, United States

WPP II: Cayman Islands

WPP II Holding: Cayman Islands

WPP II Administrative: Cayman Islands

WP Bermuda: Bermuda

WP LLC: New York, United States

Class A ordinary shares, par value US$0.00001 per share

There is no CUSIP number assigned to the ordinary shares. CUSIP number 98955H200 has been assigned to the American depositary shares (“ADSs”) of the Issuer. Each ADS represents seventy-two (72) Class A ordinary shares.

Not applicable.

Ownership information with respect to each Warburg Pincus Reporting Person is incorporated by reference through items (5) through (9) and (11) of the cover page, and the associated footnotes, for each such Warburg Pincus Reporting Person.

Demantoid directly holds 145,328,198 Class A ordinary shares of the Issuer. WP Callisto holds 9.0605% of the equity interests of Demantoid. WP Europa holds 9.902% of the equity interests of Demantoid. WP Ganymede holds 13.243% of the equity interests of Demantoid. WP XII-B holds 6.4615% of the equity interests of Demantoid. WP XII-D holds 0.9295% of the equity interests of Demantoid. WP XII-E holds 5.305% of the equity interests of Demantoid. Warburg Pincus XII Partners holds 3.361% of the equity interests of Demantoid. WP XII Partners holds 1.7375% of the equity interests of Demantoid. WP China Partners holds 4.313% of the equity interests of Demantoid. WP China holds 45.687% of the equity interests of Demantoid.

Demantoid is 50% owned by WP XII Cayman Funds and 50% owned by WP China Cayman Funds. WP XII GP is the general partner of the WP XII Cayman Funds. WP XII LLC is the general partner of WP XII GP. WP China GP is the general partner of the WP China Cayman Funds. WP China LLC is the general partner of WP China GP. WPP II is the managing member of each of WP XII LLC and WP China LLC. WP II Holding is a limited partner of WP II. WP II Administrative is the general partner of WP II Holding. WP Bermuda is the general partner of WPP II and the managing member of WP II Administrative.  WP LLC is the manager of the WP XII Cayman Funds and the WP China Cayman Funds. Investment and voting decisions with respect to the Issuer's shares held by Demantoid Gem Holdings Ltd. are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's shares.

The WP China Cayman Funds share voting and dispositive power with WP China GP, WP China LLC, WPP II, WP Bermuda and WP LLC. The WP XII Cayman Funds share voting and dispositive power with WP XII GP, WP XII LLC, WPP II, WP Bermuda and WP LLC.

SCHEDULE 13G

 

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: ☐

Not applicable.

Not applicable.

(1) The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of the Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1.

(2) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Act) with respect to any Class A ordinary shares of the Issuer other than the Class A ordinary shares of the issuer owned of record by such Warburg Pincus Reporting Person.

Not applicable.

Not applicable.

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.

Dated: February 14, 2022

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Exhibit 99.1

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 XII-D (Cayman), L.P., Warburg Pincus Private Equity XII-E (Cayman), L.P., Warburg Pincus XII Partners (Cayman), L.P., WP XII Partners (Cayman), L.P., Warburg Pincus (Cayman) XII, L.P., Warburg Pincus (Cayman) XII GP LLC, Warburg Pincus China Partners (Cayman), L.P., Warburg Pincus China (Cayman), L.P., Warburg Pincus (Cayman) China GP, L.P., Warburg Pincus (Cayman) China GP LLC, Warburg Pincus Partners II (Cayman), L.P., Warburg Pincus Partners II Holdings (Cayman), L.P., WPP II Administrative (Cayman), LLC, Warburg Pincus (Bermuda) Private Equity GP Ltd and Warburg Pincus LLC (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:

1. The Schedule 13G with respect to the Class A ordinary shares, par value $0.00001 per share, of Zhangmen Education Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

2. Each of the Joint Filers is eligible to use Schedule 13G for the filing of the information therein contained.

3. Each of the Joint Filers is responsible for the timely filing of any Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.

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