Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the ordinary shares. CUSIP
number 25985W105 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York
Stock Exchange under the symbol “ZME.” Every 72 ADSs represent one ordinary share, par value US$0.00001 per share.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1.
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Names of Reporting Persons
Teng Yu
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2.
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Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
People’s Republic
of China
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
84,518,827 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
84,518,827 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
84,518,827
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
5.9% (2)
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12.
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Type of Reporting Person
IN
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(1) Represents 84,518,827 Class A ordinary shares
held by Smart Fish II Holdings Limited, a British Virgin Islands company. Smart Fish II Holdings Limited is controlled by the Fish Family
Trust, a trust established under a trust deed between Mr. Teng Yu as settlor and TMF (Cayman) Ltd. as trustee. Mr. Teng Yu is the settlor
and the sole beneficiary of the Fish Family Trust. Under the terms of the trust deed of this trust, Mr. Teng Yu has the power to direct
the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, such Class A ordinary
shares held by Smart Fish II Holdings Limited. Mr. Teng Yu is the sole director of Smart Fish II Holdings Limited. Pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Teng Yu may be deemed to beneficially
own all of the Class A ordinary shares held of record by Smart Fish II Holdings Limited.
(2) Calculated based on 1,423,924,410 ordinary
shares issued and outstanding as of December 31, 2021, being the sum of (i) 1,229,046,399
Class A ordinary shares, (ii) 194,878,011 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary
share on a one-for-one basis.
CUSIP No. 98955H200
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1.
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Names of Reporting Persons
Smart Fish II Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
84,518,827 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
84,518,827 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
84,518,827
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10.
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Check Box
if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
|
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11.
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Percent of Class Represented by Amount in Row (9)
5.9% (2)
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12.
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Type of Reporting Person
CO
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(1) Represents 84,518,827 Class A ordinary shares
held by Smart Fish II Holdings Limited, a British Virgin Islands company. Smart Fish II Holdings Limited is controlled by the Fish Family
Trust, a trust established under a trust deed between Mr. Teng Yu as settlor and TMF (Cayman) Ltd. as trustee. Mr. Teng Yu is the settlor
and the sole beneficiary of the Fish Family Trust. Under the terms of the trust deed of this trust, Mr. Teng Yu has the power to direct
the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, such Class A ordinary
shares held by Smart Fish II Holdings Limited. Mr. Teng Yu is the sole director of Smart Fish II Holdings Limited. Pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Teng Yu may be deemed to beneficially
own all of the Class A ordinary shares held of record by Smart Fish II Holdings Limited.
(2) Calculated based on 1,423,924,410 ordinary
shares issued and outstanding as of December 31, 2021, being the sum of (i) 1,229,046,399 Class A ordinary shares, (ii) 194,878,011 Class
B ordinary shares, assuming conversion of all Class B ordinary share into Class A ordinary shares on a one-for-one basis.
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Item 1(a).
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Name of Issuer:
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Zhangmen Education Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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No.1666 North Sichuan Road, Gaobao Building, Hongkou
District, Shanghai, The People’s Republic of China
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Item 2(a).
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Name of Person Filing:
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Teng Yu
Smart Fish II Holdings Limited
(collectively, the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Teng Yu
No.1666 North Sichuan Road, Gaobao Building, Hongkou
District, Shanghai, The People’s Republic of China
Smart Fish II Holdings Limited
Craigmuir Chambers, Road Town, Tortola, VG1110,
British Virgin Islands
Teng Yu: People’s Republic of China
Smart Fish II Holdings Limited: British
Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares, par value US$0.00001
per share
CUSIP number 98955H200 has been assigned to the
American depositary shares (“ADSs”) of the Issuer, 72 of which represent one ordinary share, par value $0.00001 per share.
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
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Not applicable.
The following information with respect to the
ownership of the ordinary shares of par value of US$0.00001 per share of the Issuer by each of the Reporting Persons is provided as of
December 31, 2021:
Reporting Person
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Amount
beneficially owned:
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Percent
of class:(1)
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Sole
power to vote or direct the vote:
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Shared
power to vote or to direct the vote:
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Sole
power to dispose or to direct the disposition of:
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Shared
power to dispose or to direct the disposition of:
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Percent
of Aggregate voting power:(2)
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Teng Yu
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84,518,827
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5.9%
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84,518,827
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0
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84,518,827
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0
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1.2%
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Smart Fish II Holdings Limited
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84,518,827
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5.9%
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84,518,827
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0
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84,518,827
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0
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1.2%
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(1) The percentage of class of securities beneficially
owned by each Reporting Person is based on a total of 1,423,924,410 ordinary shares (being the sum of (i) 1,229,046,399 Class A ordinary
shares, (ii) 194,878,011 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2021.
(2) For each Reporting Person, percentage of aggregate
voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class
A and Class B ordinary shares of the Issuer as a single class. Each Class A ordinary share is entitled to one vote, and each Class B ordinary
share is entitled to 30 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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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 7, 2022
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Teng Yu
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By:
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/s/ Teng Yu
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Name: Teng Yu
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Smart Fish II Holdings Limited
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By:
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/s/ Teng Yu
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Name: Teng Yu
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Title: Director
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LIST OF EXHIBITS
Exhibit No.
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Description
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1
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Joint Filing Agreement
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