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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/22/21 Zhangmen Education Inc. S-8 7/22/21 3:154K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 43K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 11K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included on signature page hereto) | ||||
As filed with the Securities and Exchange Commission on July 22, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Zhangmen Education Inc.
(Exact name of registrant as specified in its charter)
_______________
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
No.82 Tongjia Road, Hongkou District, Shanghai
People’s Republic of China
+86 (21) 6142 1535
(Address of Principal Executive Offices and Zip Code)
_______________
2018 Option Plan
2021 Share Incentive
Plan
(Full title of the plan)
_______________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☐ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected 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. ☐
Copies to:
|
Chief Executive Officer Zhangmen Education Inc. No.82 Tongjia Road, Hongkou District, Shanghai People’s Republic of China +86 (21) 6142 1535 |
Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong +852-2533-3300 |
Calculation of Registration Fee
| Title of securities to be registered(1) | Amount to be registered(2) | Proposed maximum offering price per share | Proposed maximum aggregate offering price |
Amount of registration fee |
| Class A Ordinary Shares, par value US$0.00001 per share | 10,778,241 (3) | $0.003 (3) | $32,907.84 | $3.59 |
| Class A Ordinary Shares, par value US$0.00001 per share | 72,158,000 (4) | $1.08 (4) | $78,172,033.33 | $8,528.57 |
| Total | 82,937,041 | — | $78,204,941.17 | $8,532.16 |
| (1). | These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each representing nine Class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-256720). |
| (2). | Represents Class A ordinary shares issuable upon vesting or exercise of awards granted under the 2018 Option Plan (the “2018 Plan”) and the 2021 Share Incentive Plan (the “2021 Plan,” and together with the 2018 Plan, the “Plans”) as well as the Class A ordinary shares reserved for future awards under the Plans. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plans. Any Class A ordinary shares covered by an award granted under the Plans (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plans. |
| (3). | The amount to be registered represents Class A ordinary shares issuable upon exercise of outstanding options granted under the 2018 Plan. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act, represents weighted average exercise price of these outstanding options. For the purpose of calculating the weighted average exercise price of these outstanding options, conversion from Renminbi in to U.S. dollars was made at the rate of US$1.00 to RMB6.3909, which is the prevailing exchange rate on June 8, 2021 set by the People’s Bank of China. |
| (4). | These Class A ordinary shares are reserved for future award grants under the Plans. The maximum aggregate number of shares which may be issued under the 2018 Plan is 93,082,225 ordinary shares. The maximum aggregate number of shares which may be issued under the 2021 Plan is initially 38,000,000 ordinary shares, plus an annual increase on the first day of each fiscal year of the Registrant during the term of the 2021 Plan commencing with the fiscal year beginning January 1, 2022, by (i) an amount equal to 1% of the total number of ordinary shares issued and outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as may be determined by the board of directors of the Registrant. Additional Class A ordinary shares are being registered on this registration statement to cover the additional Class A ordinary shares that may be issued under the Plans. To the extent that the actual number of shares that may be offered pursuant to the Plans exceeds the number of shares registered on this registration statement, the Registrant will file a new registration statement to register the additional shares. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on July 16, 2021, adjusted for ADS to Class A ordinary share ratio. |
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information* |
| Item 2. | Registrant Information and Employee Plan Annual Information* |
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by Zhangmen Education Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
| (a) | The Registrant’s prospectus dated June 7, 2021 filed on June 9, 2021 (File No. 333-256281) pursuant to Rule 424 (b)(4) under the Securities Act; and |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s tenth amended and restated articles of association, adopted by its shareholders on May 19, 2021, provides that the Registrant shall indemnify its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person, other than
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by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing.
Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256281), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
| Item 8. | Exhibits |
See the Index to Exhibits attached hereto.
| Item 9. | Undertakings |
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to |
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Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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___________
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on July 22, 2021.
|
Zhangmen Education Inc. | |||
|
By: |
/s/ Yi Zhang | ||
| Name: | Yi Zhang | ||
| Title: |
Chairman of the Board of Directors and Chief Executive Officer | ||
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yi Zhang with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on July 22, 2021.
|
Signature |
Title |
|
/s/ Yi Zhang |
Chairman of the Board of Directors and Chief Executive Officer |
| Yi Zhang | (Principal Executive Officer) |
|
/s/ Teng Yu |
Director |
| Teng Yu | |
|
/s/ Fei Wu |
Director |
| Fei Wu | |
|
/s/ Jicai Qi |
Director |
| Jicai Qi | |
|
/s/ Mei Luo |
Director |
| Mei Luo | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Zhangmen Education Inc. has signed this registration statement or amendment thereto in New York, New York on July 22, 2021.
| Authorized U.S. Representative | ||
| Cogency Global Inc. | ||
| By: | ||
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice President |
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/1/22 | ||||
| Filed on / Effective on: | 7/22/21 | |||
| 7/16/21 | ||||
| 6/8/21 | EFFECT | |||
| 5/19/21 | CORRESP, DRS, DRS/A, F-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/16/23 Zhangmen Education Inc. S-8 POS 11/16/23 1:22K EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/21 Zhangmen Education Inc. 424B4 1:6.6M Donnelley … Solutions/FA 6/03/21 Zhangmen Education Inc. 8-A12B 1:16K Donnelley … Solutions/FA 6/03/21 Zhangmen Education Inc. F-1/A 5:7.5M Donnelley … Solutions/FA 5/19/21 Zhangmen Education Inc. F-1 32:9.6M Donnelley … Solutions/FA |