掌門教育上市IPO招股書

1、 HYPERLINK l _bookmark0 Table of ContentsAs filed with the Securities and Exchange Commission on June 4, 2021Registration No. 333-256281SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549AMENDMENT NO. 3 TO FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Zhangmen Education Inc.(Exac

2、t name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands8200Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)No.82 Tongjia Road, Hongkou District, Sha

3、nghai Peoples Republic of China+86 (21) 6142 1535(I.R.S. Employer Identification Number)(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street, 18th Floor New York, NY 10168+1 800-221-0102(Name, addr

4、ess, including zip code, and telephone number, including area code, of agent for service)Copies to:Z. Julie Gao, Esq.Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queens Road CentralHong Kong+852 3740-4700Li He, Esq.James C. Lin, Esq.Davis Polk & Wardwell LLP c/

5、o 18th FloorThe Hong Kong Club Building 3A Chater Road CentralHong Kong+852-2533-3300Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered

6、 on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act regis

7、tration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effectiv

8、e registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

9、Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has ele

10、cted not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

11、 Board to its Accounting Standards Codification after April 5, 2012.CALCULATION OF REGISTRATION FEETitle of each class of securities to be registeredAmount to be registered(2)(3)Proposed maximumoffering priceper share(3)Proposed maximum aggregateoffering price(2)(3)Amount ofregistration fee(4)Class

12、A ordinary shares, par value US$0.00001 per share(1)US$37,498,050US$1.44US$54,163,850US$5,909.28American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-256720). Each Ame

13、rican depositary share represents nine Class A ordinary shares.Includes Class A ordinary shares that are issuable upon the exercise of the underwriters option to purchase additional ADSs. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold fr

14、om time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose o

15、f sales outside the United States.Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.Previously paid.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay

16、 its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date a

17、s the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effe

18、ctive. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS (Subject to Completion) Dated JUNE 4, 2021.3,623,000 American Depositary SharesZhangmen Ed

19、ucation Inc.Representing 32,607,000 Class A Ordinary SharesWe 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 oering of American depositary shares, or ADSs, of Zhangmen Educat

20、ion Inc. Prior to this oering, there has been no public market for the ADSs or our Class A ordinary shares. We anticipate that the initial public oering price will be between US$11.00 and US$13.00 per ADS.We have applied for the listing of the ADSs on the New York Stock Exchange under the symbol “ZM

21、E.”Following the completion of this oering, our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares, and we will be a “controlled company” as dened under the NYSE corporate governance listing standards. Mr. Yi Zhang, our founder, chairman of the b

22、oard of directors and chief executive ocer, will benecially own all of our issued Class B ordinary shares and will be able to exercise 82.7% of the total voting power of our issued and outstanding share capital immediately following the completion of this oering. Holders of Class A ordinary shares a

23、nd Class B ordinary shares have the same rights except for voting and conversion rights. 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 C

24、lass B ordinary shares under any circumstances.Two of our existing principal shareholders, SVF II ZEAL SUBCO (DE) PTE. LTD. and Genesis Capital II LP, have indicated a non-binding interest that they or their aliates may purchase an aggregate of up to US$15 million worth of the ADSs being oered in th

25、is oering at the initial public oering price. Assuming an initial public oering price of US$12.00 per ADS, which is the mid-point of the estimated oering price range, the number of ADSs which may be purchased by these existing shareholders or their aliates would be up to 1,249,999 ADSs. In addition,

26、 several investors have indicated interests that they may purchase an aggregate of up to US$25 million worth of the ADSs being oered in this oering at the initial public oering price. However, because these indications of interest are not binding agreements or commitments to purchase, the underwrite

27、rs could determine to sell more, fewer or no ADSs to any of these potential purchasers, and any of these potential purchasers could determine to purchase more, fewer or no ADSs in this oering. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by thes

28、e parties as they will on any other ADSs sold to the public in this oering. See “Underwriting.”We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.Investing in the ADSs involves risks. See “ HYPERLINK l

29、_bookmark2 Risk Factors” beginning on page 17 for factors you should consider before buying the ADSs.PRICE US$PER ADSNeither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful

30、 or complete. Any representation to the contrary is a criminal offense.Per ADSTotalInitial public offering priceUS$US$Underwriting discounts and commissions(1)US$US$Proceeds, before expenses, to usUS$US$See “Underwriting” for additional information regarding compensation payable by us to the underwr

31、iters.We have granted the underwriters a 30-day option to purchase up to an additional 543,450 ADSs at the initial public offering less the underwriting discounts and commissions.The underwriters expect to deliver the ADSs to purchasers on or about, 2021.Morgan StanleyCredit SuisseCitigroupCICCMacqu

32、arie CapitalFUTUThe date of this prospectus is, 2021.Tiger BrokersSnowballTABLE OF CONTENTSPage HYPERLINK l _bookmark1 PROSPECTUS SUMMARY1 HYPERLINK l _bookmark2 RISK FACTORS17 HYPERLINK l _bookmark3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS73 HYPERLINK l _bookmark4 USE OF PROCEEDS75 HYPERLI

33、NK l _bookmark5 DIVIDEND POLICY76 HYPERLINK l _bookmark6 CAPITALIZATION77 HYPERLINK l _bookmark7 DILUTION80 HYPERLINK l _bookmark8 ENFORCEABILITY OF CIVIL LIABILITIES82 HYPERLINK l _bookmark9 CORPORATE HISTORY AND STRUCTURE84 HYPERLINK l _bookmark10 SELECTED CONSOLIDATED FINANCIAL DATA90 HYPERLINK l

34、 _bookmark11 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS93 HYPERLINK l _bookmark12 INDUSTRY116 HYPERLINK l _bookmark13 BUSINESS124 HYPERLINK l _bookmark14 REGULATION150 HYPERLINK l _bookmark15 MANAGEMENT171 HYPERLINK l _bookmark16 PRINCIPAL SHAREHOLDERS178 HY

35、PERLINK l _bookmark17 RELATED PARTY TRANSACTIONS182 HYPERLINK l _bookmark18 DESCRIPTION OF SHARE CAPITAL183 HYPERLINK l _bookmark19 DESCRIPTION OF AMERICAN DEPOSITARY SHARES197 HYPERLINK l _bookmark20 SHARES ELIGIBLE FOR FUTURE SALE209 HYPERLINK l _bookmark21 TAXATION211 HYPERLINK l _bookmark22 UNDE

36、RWRITING218 HYPERLINK l _bookmark23 EXPENSES RELATED TO THIS OFFERING231 HYPERLINK l _bookmark24 LEGAL MATTERS232 HYPERLINK l _bookmark25 EXPERTS233 HYPERLINK l _bookmark26 WHERE YOU CAN FIND ADDITIONAL INFORMATION234 HYPERLINK l _bookmark27 INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1Until, 2021 (

37、the 25th day after the date of this prospectus), all dealers that effect transactions is these ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer obligation to deliver a prospectus when acting as an underwriter and with res

38、pect to their unsold allotments or subscriptions.You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you.We and the underwriters have not authorized anyone to provide you with any information other than that co

39、ntained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, and neither we, nor the underwriters take responsibility for any other information others may give you. We are offering to sell, and seeking offers to buy the ADSs, only in j

40、urisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of the ADSs. Our business, financial condition, results of operations and prospectus m

41、ay have changed since that date.Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside

42、 the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.iPR

43、OSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially t

44、he risks of investing in the ADSs discussed under “Risk Factors,” before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us dated in March 2021 and prepared by Frost & Sullivan, an independent research firm, to provide information

45、regarding our industry and our market position in China. We refer to this report as the “Frost & Sullivan Report.”O(jiān)ur MissionWe aspire to make learning an effective, personalized and enjoyable experience by leveraging the power of technology.Who We AreWe are a leading online education company in Chi

46、na focused on providing personalized online courses to K-12 students according to the Frost & Sullivan Report. Our core course offerings encompass one-on-one and small-class after-school tutoring services covering all core K-12 academic subjects. According to the Frost & Sullivan Report, we have bee

47、n the largest online K-12 one-on-one after-school tutoring service provider in China in terms of gross billings since 2017, with 31.9% market share in 2020, exceeding that of the rest of the top 10 players combined in 2020. We continually enrich our service and product offerings to address students

48、evolving and diversified educational needs. We began to offer small-class K-12 after-school tutoring services in the third quarter of 2020 to drive and cater to diversified educational goals. To attract more students with higher lifetime value, we also provide early childhood education services cove

49、ring a diverse array of subjects, including art, language skills, logical thinking, and learning methodology.We have established a portfolio of well-recognized online education brands known for delivering exceptional learning outcomes to our students. We believe that personalized education service i

50、s the key to an effective learning experience, and as such, we strategically started our business by focusing on after-school tutoring services in one-on-one format. Leveraging our high-quality teaching talents with localized insights, data-driven localized educational content and powerful technolog

51、y infrastructure, we provide a personalized and results-driven learning experience to students across different regions. The degree of localization in educational content is critical to improve students academic performance because curriculum and exam questions vary significantly across different re

52、gions. We are equipped with a proprietary content library featuring localized course materials and a localization research center that focuses on refining our education resources to align with local curriculum. We hire teachers and student service staff with local curriculum insights to address the

53、varying learning needs of students from different regions. Over the years, we have successfully garnered wide recognition in the industry and established “Zhangmen” as a trusted online education brand. The effectiveness of our tutoring services is demonstrated by the strong track record of significa

54、nt academic improvement and the outstanding performance of our students. We regularly review student survey data to measure academic improvement and student performance. Based on our student surveys conducted in 2019 and 2020, 74.9% and 74.7% of our students improved their test scores in school afte

55、r taking our courses, respectively. The quality of our tutoring services is also evident from our high annual student retention rate and strong student acquisition through organicword-of-mouth referrals. In 2020, our annual student retention rate for our flagship online K-12 one-on-one after-school

56、tutoring services, Zhangmen One-on-One, was over 80% and over 50% of our gross billings from the first-time paid student enrollments for our Zhangmen One-on-One program were generated by referrals from our existing students and their parents.Our brand recognition, content development and proprietary

57、 technology infrastructure, as well as our unique teacher management system for our K-12 one-on-one tutoring service have contributed to the rapid growth of our1small-class after-school tutoring services. We launched Zhangmen Small Class in the third quarter of 2020 to offer small-class K-12 after-s

58、chool tutoring services. We typically have up to 25 students per class for our small-class courses. We execute our localization strategy by assigning students from the same city to teachers well versed in the curriculum and exam requirements of that particular region. According to the Frost & Sulliv

59、an Report, we are the third largest online K-12 small class after-school tutoring service provider in China as measured by gross billings in 2020, with the fastest quarter-on-quarter growth among the top 5 players in the industry in terms of gross billings in the fourth quarter of 2020.We believe th

60、at above our deep industry expertise sits a differentiating theme of our company a constant drive to deliver better educational content and operational efficiency through data analytics and other advanced technology. We have developed a massive, proprietary educational content library and accumulate