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September 14, 2023
Xiaoxi Lin, Esq.
Partner
Linklaters LLP
11th floor Alexandra House, Chater Road
Hong Kong, People’s Republic of China
Re:Zhangmen Education Inc.
Schedule 13E-3 filed August 18, 2023
Filed by Zhangmen Education Inc., Ultimate Vitor II Holdings Limited,
Summit Lustre Limited, and Yi Zhang
File No. 005-93336
Dear Xiaoxi Lin:
            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 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.
Schedule 13E-3 filed August 18, 2023
General
1.Throughout the proxy statement, where the Shareholder Requisite Vote is described,
please include disclosure that clearly and straightforwardly indicates that approval is
assured given the Buyer's 82.4% voting stake.
Background of the Merger, page 25
2.On page 26, please disclose the proposed maximum percentage associated with
the Dissenters' Rights Condition that was included in Davis Polk's initial draft of the
Merger Agreement.  On the top of page 28, we note the reference to "... accepting the
Dissenters’ Rights Condition but increasing the threshold... ."  Please specify the threshold
to which the condition was increased.  Finally, please disclose additional information
about the negotiations surrounding the Dissenters' Rights Condition.  We note that the

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 Comapany NameLinklaters LLP
 September 14, 2023 Page 2
 FirstName LastNameXiaoxi Lin, Esq.
Linklaters LLP
September 14, 2023
Page 2
condition is triggered if a relatively small number of shareholders dissent, suggesting
significant and/or unusual uncertainty about the potential value of dissenters' rights under
Cayman Islands law.  Please revise to elaborate on how such uncertainty affected
negotiations over the Merger Agreement, or advise. Similarly, if the Dissenters' Rights
Condition was influenced by a feature of Cayman Islands or other applicable law that
impacts the acquiror's right to eliminate dissenting holders after the Merger, please
discuss.
Reasons for the Merger and Recommendation of the Special Committee and the Company
Board, page 28
3.On page 31, we note that the following negative factor is presented:  "No Separate Vote
on the Merger by the Unaffiliated Security Holders.  The fact that the consummation of
the Merger is not subject to approval by a separate vote of the Unaffiliated Security
Holders."  Please revise to clarify, if true, that the Special Committee recognized not only
that a separate vote of the Unaffiliated Security Holders is not required, but that the vote is
effectively locked up, given the Buyer's 82.4% voting stake and the two-thirds approval
threshold.
Position of the Buyer as to the Fairness of the Merger, page 33
4.The list of bullet points on pages 33-34 and the similar list on pages 35-36, along with the
disclosure that precedes each list, appear to include significant repetition.  Please clarify
by consolidating the disclosure, or advise.
Certain Financial Projections, page 37
5.We note the reference to a "summary of its financial projections" at the bottom of page
38.  Otherwise, however, the disclosure in the proxy statement suggests that full
projections have been included.  Please clarify.  We also note various references in the
proxy statement, including on page 39, to "forecasts" (in addition to "financial
projections").  Please advise as to whether any forecasts other than the Management
Projections were prepared by the Company’s management and considered by the Special
Committee and Duff & Phelps in connection with their analysis of the Proposed
Transaction, and if so, please disclose such forecasts.
Fees and Expenses, page 57
6.Please fill in the table on page 57.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David M. Plattner, Special Counsel, at 202-551-8094.

 FirstName LastNameXiaoxi Lin, Esq.
 Comapany NameLinklaters LLP
 September 14, 2023 Page 3
 FirstName LastName
Xiaoxi Lin, Esq.
Linklaters LLP
September 14, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions
cc:       Li He, Esq.