掌门教育-掌门教育上市IPO招股书（英文）-2021.6-315正式版.ppt

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1、AsAs filed with the Securities and filed with the Securities and Exchange Commission on xchange Commission on June une 4,2021,2021Registration egistration No.o.333-252562 281 1S SECUCURITIITIES AS AND EXC CHA ANG GE C COMMISSIISSIONWASASHI INGTGTON,D.C.205.C.20549A AMENDMENT T NO.3 T TOF FORM F F-1

2、1REGISTGISTRATIATION STAT STATEMENT TU UNDERT THE S SECUCURITIITIES ACT S ACT OF 1F 1933Zhangmenhangmen Education Inc.ducation Inc.(Exact xact namename of of Registrant as specified in its charter)egistrant as specified in its charter)Not ot Applicable Applicable(Translation(Translation of of Regist

3、rantegistrants s namename into into English)nglish)CaymanCayman Islands Islands8200200Not ot Applicable Applicable(State or other(State or other jurisdiction ofurisdiction of(Primary Standard Industrial(Primary Standard Industrial(I.(I.R.S.S.Employermployerincorporation or organiincorporation or org

4、anization)ation)Classification Classification CodeCode Number)umber)Identification Identification Number)umber)No.o.82 Tong2 Tongjia ia Road,oad,Hongkou ongkou District,Shanghaiistrict,ShanghaiPeoplePeoples s Republic of Chinaepublic of China+86(21)(21)61 142 152 1535 5(Address,including(Address,inc

5、luding zip code,and telephone number,ip code,and telephone number,including areaincluding area code,of code,of Registrantegistrants principal executive offices)s principal executive offices)Cogency Global Inc.Cogency Global Inc.122 122 East ast 42nd Street,12nd Street,18th Floorth FloorNewew York,or

6、k,NY 101 10168+1 1 80000-221221-01020102(Name,address,including ame,address,including zip code,and telephone number,ip code,and telephone number,including areaincluding area code,of agent for service)code,of agent for service)Copies toCopies to:Z.Julie ulie Gao,Gao,Es sq.Skadden,Arps,Slate,Skadden,A

7、rps,Slate,Meaghereagher&FlomFlom LLP Pc c/o o 42 2/F,F,Edinburgh dinburgh Tower,Tower,TheThe Landmarkandmark15 15 Queenueens s Road Centraload CentralLi i He,e,Es sq.James ames C.C.Lin,in,Es sq.Davis Polk avis Polk&Wardwell ardwell LLP Pc c/o 1o 18th Floorth FloorHongong Kongong+852 52 37 740 0-4700

8、700TheThe Hongong Kongong Club Building Club Building3A Chater A Chater Road Centraload CentralHongong Kongong+85252-252533-330000Approximate date of commencement of proposed sale to the publicApproximate date of commencement of proposed sale to the public:as soon as practicable after the effective

9、date of this registration statement.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 on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,checkthe following box.If

10、 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 theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-e

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

12、r the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

13、.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financial accounting standards provided pursuan

14、t 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 Board to its Accounting StandardsCodification after April 5,2012.CALCULATION OF REGISTRATION FEEProposedProposedmaximumaggregatemaximum

15、offering priceper share(3)Title of each class ofAmount to beAmount ofsecurities to be registeredregistered(2)(3)offering price(2)(3)registration fee(4)Class A ordinary shares,par value US$0.00001 per share(1)US$37,498,050US$1.44US$54,163,850US$5,909.28(1)American depositary shares issuable upon depo

16、sit of Class A ordinary shares registered hereby will be registered under a separate registration statement on FormF-6(Registration No.333-256720).Each American depositary share represents nine Class A ordinary shares.(2)Includes Class A ordinary shares that are issuable upon the exercise of the und

17、erwriters option to purchase additional ADSs.Also includes Class A ordinary sharesinitially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days afterthe later of the effective date of this registr

18、ation statement and the date the shares are first bona fide offered to the public.These Class A ordinary shares are notbeing registered for the purpose of sales outside the United States.(3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a)u

19、nder the Securities Act of 1933.(4)Previously paid.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall therea

20、fter become effective in accordance with Section 8(a)of theSecurities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.The information in this preliminary prospectus is not

21、complete and may be changed.We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any statewhere

22、the offer or sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated JUNE 4,2021.3,623,000 American Depositary SharesZhangmen Education Inc.Representing 32,607,000 Class A Ordinary SharesInvesting in the AInvesting in the ADSs involves risks.See“Ss involves risks.See“Risk Factorsisk

23、 Factors”beginning on page 17 for factors you should consider before buying the A”beginning on page 17 for factors you should consider before buying the ADSs.Ss.PRICE US$PER ADSNeither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of t

24、hese securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.Initial public offering priceUnderwriting discounts and commissions(1)Proceeds,before expenses,to usUS$US$US$US$US$US$(1)See“Underwriting”for additional information regard

25、ing compensation payable by us to the underwriters.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 andcommissions.The underwriters expect to deliver the ADSs to purchasers on or about,2021.Mo

26、rgan StanleyCitigroupCredit SuisseCICCMacquarie CapitalFUTUTiger BrokersSnowballThe date of this prospectus is,2021.TABLE OF CONTENTSPage117PROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS73USE OF PROCEEDS75DIVIDEND POLICY76CAPITALIZATION77DILUTION80ENFORCEABILITY OF C

27、IVIL LIABILITIES82CORPORATE HISTORY AND STRUCTURE84SELECTED CONSOLIDATED FINANCIAL DATA90MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS93INDUSTRYBUSINESSREGULATIONMANAGEMENTPRINCIPAL SHAREHOLDERSRELATED PARTY TRANSACTIONSDESCRIPTION OF SHARE CAPITALDESCRIPTION O

28、F AMERICAN DEPOSITARY SHARESSHARES ELIGIBLE FOR FUTURE SALETAXATIONUNDERWRITINGEXPENSES RELATED TO THIS OFFERINGLEGAL MATTERS116124150171178182183197209211218231232233234F-1EXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTSUntil,2021(the 25th day after the dat

29、e of this prospectus),all dealers that effect transactions is these ADSs,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealer obligation to deliver a prospectus whenacting as an underwriter and with respect to their unsold allotments

30、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 contained in this prospectus or in

31、 any freewriting prospectus prepared by or on behalf of us or to which we have referred you,and neither we,nor the underwriters take responsibility for anyother information others may give you.We are offering to sell,and seeking offers to buy the ADSs,only in jurisdictions where such offers and sale

32、s arepermitted.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 timeof any sale of the ADSs.Our business,financial condition,results of operations and prospectus may have changed since that date.Neither we nor

33、 any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit thepossession or distribution of this prospectus or any filed free writing prospectus outside the United States.Persons outside the United States who comeinto possession of th

34、is prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offeringof the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.iPROSPECTUS SUMMARYThe following summary is qualified

35、 in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially therisks of investing in the ADSs discussed under“Risk Fa

36、ctors,”before deciding whether to invest in the ADSs.This prospectus contains informationfrom an industry report commissioned by us dated in March 2021 and prepared by Frost&Sullivan,an independent research firm,to provideinformation regarding our industry and our market position in China.We refer t

37、o this report as the“Frost&Sullivan Report.”Our 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 China focused on providing personalized online courses to K-12 students ac

38、cording to theFrost&Sullivan Report.Our core course offerings encompass one-on-one and small-class after-school tutoring services covering all core K-12academic subjects.According to the Frost&Sullivan Report,we have been the largest online K-12 one-on-one after-school tutoring serviceprovider in Ch

39、ina in terms of gross billings since 2017,with 31.9%market share in 2020,exceeding that of the rest of the top 10 players combinedin 2020.We continually enrich our service and product offerings to address students evolving and diversified educational needs.We began to offersmall-class K-12 after-sch

40、ool tutoring services in the third quarter of 2020 to drive and cater to diversified educational goals.To attract morestudents with higher lifetime value,we also provide early childhood education services covering a diverse array of subjects,including art,languageskills,logical thinking,and learning

41、 methodology.We have established a portfolio of well-recognized online education brands known for delivering exceptional learning outcomes to ourstudents.We believe that personalized education service is the key to an effective learning experience,and as such,we strategically started ourbusiness by

42、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 technology infrastructure,we provide a personalized and results-driven learning experienceto students across dif

43、ferent regions.The degree of localization in educational content is critical to improve students academic performance becausecurriculum and exam questions vary significantly across different regions.We are equipped with a proprietary content library featuring localizedcourse materials and a localiza

44、tion research center that focuses on refining our education resources to align with local curriculum.We hire teachersand student service staff with local curriculum insights to address the varying learning needs of students from different regions.Over the years,wehave successfully garnered wide reco

45、gnition in the industry and established“Zhangmen”as a trusted online education brand.The effectiveness ofour tutoring services is demonstrated by the strong track record of significant academic improvement and the outstanding performance of ourstudents.We regularly review student survey data to meas

46、ure academic improvement and student performance.Based on our student surveysconducted in 2019 and 2020,74.9%and 74.7%of our students improved their test scores in school after taking our courses,respectively.Thequality of our tutoring services is also evident from our high annual student retention

47、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 tutoring services,Zhangmen One-on-One,was over 80%and over 50%of our gross billings from the first-time paid student enrollments f

48、or our ZhangmenOne-on-One program were generated by referrals from our existing students and their parents.Our brand recognition,content development and proprietary technology infrastructure,as well as our unique teacher management system forour K-12 one-on-one tutoring service have contributed to t

49、he 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-schooltutoring services.We typically have up to 25 students per class for our small-class courses.We execute our localization strategy by as

50、signingstudents from the same city to teachers well versed in the curriculum and exam requirements of that particular region.According to the Frost&Sullivan Report,we are the third largest online K-12 small class after-school tutoring service provider in China as measured by gross billings in2020,wi