On May 19, 2021, Zhangmen filed with the SEC a Form F-1 registration statement. The Form F-1 registration statement, as amended, was declared effective by the SEC on June 7, 2021.
On June 9, 2017, Zhangmen filed with the SEC the Prospectus, which forms part of the Registration Statement for the IPO, offering to sell to the public 3.623 million ADSs (excluding the underwriters’ option to purchase an additional 543,450 ADSs) at a price of $11.50 per ADSs. Thereafter, Zhangmen sold 4,166,450 ADSs in the IPO (including the full exercise of the underwriters’ over-allotment option) raising a total of $47.9 million in gross offering proceeds.
The Complaint alleges that the IPO's Registration Statement failed to disclose that: (a) PRC authorities were in the process of implementing sweeping new regulatory reforms on the private education industry in China including, among others, prohibitions on: (i) profit-making by private education companies, (ii) engaging in core-curriculum tutoring on weekends and vacations, and (iii) capital-raising by companies like Zhangmen Education; (b) the known risks, events, and uncertainties noted in the Registration Statement were reasonably likely to have a material adverse effect on Zhangmen Education's business; and (c) based on the foregoing, the statements in the Registration Statement concerning Zhangmen Education's historical financial performance, market demand, and industry trends were materially incomplete, inaccurate, and misleading.