Zhangmen Education (ZMENY) SC 13G Zhangmen Education / Genesis Capital I ownership change

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 rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   Genesis Capital I LP
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   90,677,945(1)
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   90,677,945(1)
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   90,677,945(1)
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.4%*
(12)	TYPE OF REPORTING PERSON   PN

(1) Represents (i) 77,494,816 Class A Ordinary Shares of Zhangmen Education Inc. (the “Issuer”) directly held by Genesis Capital I LP, and (ii) 13,183,129 Class A Ordinary Shares of the Issuer directly held by YSC Education (BVI) Limited that may be deemed to be beneficially owned by Genesis Capital I LP through its control over YSC Education (BVI) Limited.

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   YSC Education (BVI) Limited
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   13,183,129
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   13,183,129
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,183,129
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.9%*
(12)	TYPE OF REPORTING PERSON   CO

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	��NAME OF REPORTING PERSONS   YSC Education I (BVI) Limited
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   128,749,605
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   128,749,605
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   128,749,605
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.0%*
(12)	TYPE OF REPORTING PERSON   CO

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   Genesis Capital Ltd
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   90,677,945(1)
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   90,677,945(1)
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   90,677,945(1)
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.4%*
(12)	TYPE OF REPORTING PERSON   CO

(1) Represents (i) 77,494,816 Class A Ordinary Shares of the Issuer directly held by Genesis Capital I LP, that may be deemed to be beneficially owned by Genesis Capital Ltd, as the general partner of Genesis Capital I LP, and (ii) 13,183,129 Class A Ordinary Shares of the Issuer directly held by YSC Education (BVI) Limited, which is controlled by Genesis Capital I LP, that may be deemed to be beneficially owned by Genesis Capital Ltd, as the general partner of Genesis Capital I LP.

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   Genesis Capital II LP
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   132,662,589(1)
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   132,662,589(1)
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   132,662,589(1)
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.3%*
(12)	TYPE OF REPORTING PERSON   PN

(1) Represents (i) 128,749,605 Class A Ordinary Shares of the Issuer directly held by YSC Education I (BVI) Limited, that may be deemed to be beneficially owned by Genesis Capital II LP, through its control over YSC Education I (BVI) Limited, and (ii) 3,912,984 Class A Ordinary Shares of the Issuer held in the form of American Depositary Shares (“ADSs”), each representing 72 Class A Ordinary Shares of the Issuer, directly held by Genesis Capital II LP.

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   Genesis Capital II Ltd
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   132,662,589(1)
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   132,662,589(1)
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   132,662,589(1)
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.3%*
(12)	TYPE OF REPORTING PERSON   CO

(1) Represents (i) 128,749,605 Class A Ordinary Shares of the Issuer directly held by YSC Education I (BVI) Limited, which is controlled by Genesis Capital II LP, that may be deemed to be beneficially owned by Genesis Capital II Ltd, as the general partner of Genesis Capital II LP, and (ii) 3,912,984 Class A Ordinary Shares of the Issuer held in the form of ADSs directly held by Genesis Capital II LP, that may be deemed to be beneficially owned by Genesis Capital II Ltd as the general partner of Genesis Capital II LP.

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   Yuan Capital Ltd
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   223,340,534(1)
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   223,340,534(1)
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   223,340,534(1)
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   15.7%*
(12)	TYPE OF REPORTING PERSON   CO

(1) Represents 223,340,534 Class A Ordinary Shares of the Issuer directly held by Genesis Capital I LP, YSC Education (BVI) Limited, YSC Education I (BVI) Limited and Genesis Capital II LP (in the form of ADSs), that may be deemed to be beneficially owned by Yuan Capital Ltd through its 100% equity interests in Genesis Capital Ltd and Genesis Capital II Ltd.

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

CUSIP NO.: 98955H 101

(1)	NAME OF REPORTING PERSONS   Zhijian Peng
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   China (Hong Kong)

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER   223,340,534(1)
	(6)	SHARED VOTING POWER   0
	(7)	SOLE DISPOSITIVE POWER   223,340,534(1)
	(8)	SHARED DISPOSITIVE POWER   0

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   223,340,534(1)
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   15.7%*
(12)	TYPE OF REPORTING PERSON   IN

(1) Represents 223,340,534 Class A Ordinary Shares of the Issuer directly held by Genesis Capital I LP, YSC Education (BVI) Limited, YSC Education I (BVI) Limited and Genesis Capital II LP (in the form of ADSs), that may be deemed to be beneficially owned by Zhijian Peng, as the sole shareholder of Yuan Capital Ltd.

* Calculation is based upon 1,229,046,399 Class A ordinary shares of the Issuer and 194,878,011 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 1(a). Name of Issuer:

Zhangmen Education Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

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

Item 2(a). Name of Person Filing:

This Schedule 13G is filed by and on behalf of:

1. Genesis Capital I LP, a Cayman Islands exempted limited partnership;

2. YSC Education (BVI) Limited, a British Virgin Islands limited liability company;

3. YSC Education I (BVI) Limited, a British Virgin Islands limited liability company;

4. Genesis Capital Ltd., a Cayman Islands limited liability company;

5. Genesis Capital II LP, a Cayman Islands limited partnership;

6. Genesis Capital II Ltd., a Cayman Islands limited liability company;

7. Yuan Capital Ltd., a Cayman Islands limited liability company; and

8. Zhijian Peng, a citizen of China (Hong Kong).

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

Item 2(b). Address of Principal Business Office or, if None, Residence:

For all Genesis Capital Reporting Persons:

c/o Rm 1503, 15/F, Nexxus Buildings, 41 Connaught Rd Central, Central, Hong Kong

Item 2(c). Citizenship or Place of Organization:

See Item 2(a).

Item 2(d). Title of Class of Securities:

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

Item 2(e). CUSIP Number:

98955H 101

Item 3. Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Not Applicable

Item 4. Ownership:

The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon a total of 1,423,924,410 ordinary shares outstanding of the Issuer as of December 31, 2021, being the sum of (i) 1,229,046,399 Class A ordinary shares, and (ii) 194,878,011 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

Item 5. Ownership of Five Percent or Less of a Class:

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

Item 8. Identification and Classification of Members of the Group:

The Genesis Capital Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Genesis Capital Reporting Persons to file jointly is attached hereto as Exhibit 99.1.

Item 9. Notice of Dissolution of Group:

Not Applicable

Item 10. Certifications:

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 10, 2022

Genesis Capital I LP
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Authorized Signatory
YSC Education (BVI) Limited
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Director
YSC Education I (BVI) Limited
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Director
Genesis Capital Ltd
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Director
Genesis Capital II LP
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Authorized Signatory
Genesis Capital II Ltd
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Director
Yuan Capital Ltd
By:	/s/ Zhijian Peng
Name:	Zhijian Peng
Title:	Director
Zhijian Peng
By:	/s/ Zhijian Peng

LIST OF EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement