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United States securities and exchange commission logo
December 23, 2022
Yi Zhang
Chief Executive Officer
Zhangmen Education Inc.
No.1666 North Sichuan Road
Hongkou District , Shanghai 200080
People’s Republic of China
Re:Zhangmen Education Inc.
Form 20-F for Fiscal Year Ended December 31, 2021
Filed May 3, 2022
File No. 001-40455
Dear Yi Zhang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2021
Introduction, page ii
1.We note that your definition of China and the PRC excludes Hong Kong, Macau and
Taiwan.  Please revise to clarify that the legal and operational risks associated with
operating in China also apply to operations in Hong Kong and Macau.  This disclosure
may appear in the definition itself or in another appropriate discussion of legal and
operational risks applicable to the company.
Item 3. Key Information, page 1
2.Please refer to the section captioned "Contractual Arrangements and Corporate Structure."
Please disclose prominently here that you are not a Chinese operating company but a
Cayman Islands holding company with operations conducted by your subsidiaries and
through contractual arrangements with a variable interest entity (VIE) based in China and

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that this structure involves unique risks to investors.  If true, disclose that these contracts
have not been tested in court.  Explain whether the VIE structure is used to provide
investors with exposure to foreign investment in China-based companies where Chinese
law prohibits direct foreign investment in the operating companies, and disclose that
investors may never hold equity interests in the Chinese operating company.  Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless.  Provide a cross-reference to
your detailed discussion of risks facing the company as a result of this structure.
3.Please refer to the section captioned "Contractual Arrangements and Corporate Structure."
Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities, education and after-school tutoring and data security
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.   In this
regard, we note that the Alleviating Burden Opinion materially and adversely affected and
may continue to affect your business, operations and financial condition. Please revise to
specifically discuss and, to the extent possible, quantify the significant negative impacts
such as the impacts on the company's revenues and any other material impacts on property
and equipment, intangible assets, goodwill, etc. The significant negative impacts should
be presented in such a manner to allow investors to fully understand the negative impacts
the Alleviating Burden Opinion had and will have on the company's business, operations
and financial performance.
4.Please refer to the section captioned "Contractual Arrangements and Corporate
Structure."  Please revise to provide a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity.  Describe in
greater detail all contracts and arrangements through which you claim to have economic
rights and exercise control that results in consolidation of the VIE’s operations and
financial results into your financial statements.  Identify clearly the entity in which
investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted.  With respect to any contractual arrangements with the VIEs,
the diagram should use dashed lines without any arrows.
5.Please refer to the section captioned "Transfer of Funds and Other Assets."  Please revise
to provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.

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6.Please refer to the section captioned "Implication of the Holding Foreign Companies
Accountable Act." Where you discuss the HFCAA, please revise to also discuss the
Accelerating HFCAA and the respective time frames for both.
7.Please revise to discuss the applicable laws and regulations in Hong Kong as well as the
related risks and consequences.  Disclose here how regulatory actions related to data
security or anti-monopoly concerns in Hong Kong have or may impact the company’s
ability to conduct its business, accept foreign investment or list on a U.S. or foreign
exchange.  Include risk factor disclosure explaining whether there are laws or regulations
in Hong Kong that result in oversight over data security, how this oversight impacts the
company’s business, and to what extent the company believes that it is compliant with the
laws, regulations or policies that have been issued.
8.Please revise to provide a summary of risk factors; disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors.  In particular, describe the significant regulatory, liquidity, and
enforcement risks with specific cross-references (title and page) to the more detailed
discussion of these risks in the annual report.  For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas or
foreign investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities. Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas or foreign investment in China-based issuers could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
9.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to offer securities to foreign investors. State whether
you, your subsidiaries, or VIEs are covered by permissions requirements from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any other governmental agency that is required to approve the VIE’s operations, and
state affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.  In this regard, we note the sections captioned "Recent Regulatory Development
Draft Cybersecurity Measures" and "Potential CSRC Approval Required for the Listing of
our ADS" contains certain information applicable to these permissions and approvals.
However, the sections only generally describe the new or proposed laws and regulations

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but do not evaluate how the company will actually be impacted by the new or proposed
laws and regulations.  Revise to clarify and specifically address if you believe you will be
subject to a cybersecurity review.  To the extent you do not believe you will be subject to
a cybersecurity review, discuss how you came to that conclusion including the underlying
facts and circumstances which support that determination.  Please revise as applicable so
investors can clearly understand how these new or proposed laws and regulations will
impact the company and its business and any future offerings.
Material Licenses and Permits, page 2
10.We note your disclosure that "[your] PRC subsidiaries and the VIEs have obtained all
material licenses and approvals required for our operations in China."  The disclosure here
should not be qualified by materiality.  Please make appropriate revisions to your
disclosure.
11.With respect to the disclosure in this section, we note that you do not appear to have relied
upon an opinion of counsel with respect to your conclusions that you do not need any
additional permissions and approvals to operate your business.  If true, state as much and
explain why such an opinion was not obtained.
Risk Factors, page 11
12.Please refer to the first paragraph and your statement that "[this] structure allows us to
exercise effective control over the VIEs, and is designed to replicate substantially the
same economic benefits as would be provided by direct ownership."  Neither the investors
in the holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIEs.
Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIEs.  Any references to control or benefits that
accrue to you because of the VIEs should be limited to a clear description of the
conditions you have satisfied for consolidation of the VIE under U.S. GAAP.
Additionally, your disclosure should clarify that you are the primary beneficiary of the
VIEs for accounting purposes.  Please revise the annual report throughout as applicable.
13.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and the value of your securities.  Also, given recent statements
by the Chinese government indicating an intent to exert more oversight and control over
offerings that are conducted overseas and foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

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Yi Zhang
Zhangmen Education Inc.
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14.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and any future offering and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.
General
15.If you have one or more directors, officers or members of senior management located in
the PRC or Hong Kong, state that is the case and identify the relevant individuals.  Include
a separate “Enforceability” section and a risk factor addressing the challenges of bringing
actions and enforcing liabilities against such individuals.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Blaise Rhodes at (202) 551-3774 or Angela Lumley at (202) 551-
3398 if you have questions regarding comments on the financial statements and related
matters.  Please contact Rucha Pandit at (202) 551-6022 or Donald Field at (202) 551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services