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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 1)* |
Zhihu Inc.
(Name of Issuer)
Class A ordinary shares, par value US$0.000125
per share
Class B
ordinary shares, par value US$0.000125 per share(1)
(Title of Class of Securities)
98955N 207(2)
(CUSIP Number)
MO Holding
Ltd
Yuan Zhou
18 Xueqing Road
Haidian District, Beijing 100083
People’s Republic of China
Tel: +86 (10) 8271-6605
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
November 8,
2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
(1) Each Class B ordinary share may be converted into one
Class A ordinary share at any time.
(2) CUSIP number 98955N 207 has been assigned to the American
depositary shares (“ADSs”) of the issuer, which are quoted on the New York Stock Exchange under the symbol “ZH.”
Each ADS represents three Class A ordinary shares.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 98955N 207 |
Schedule 13D |
Page 2
of 6 Pages |
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1 |
Names of Reporting Persons
MO Holding Ltd |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions)
SC |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6 |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
36,854,578(1) |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
36,854,578 (1) |
| 10 |
Shared Dispositive Power
0 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,854,578(1) |
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12 |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13 |
Percent of Class Represented by Amount in Row (11)
14.1%. The voting power of the shares beneficially owned represented 43.9% of the total outstanding voting power.(2) |
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14 |
Type of Reporting Person (See Instructions)
CO |
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|
|
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Notes:
(1) Represents
21,407,800 Class A ordinary shares, including 9,621,477 Class A ordinary shares granted on April 8, 2022, or the CEO Award
Shares, and 15,446,778 Class B ordinary shares held by MO Holding Ltd. MO Holding Ltd is a company incorporated in the British Virgin
Islands. More than 99% of the interest of MO Holding Ltd is held by a trust that was established for the benefit of Mr. Zhou and
his family, and the remaining interest of MO Holding Ltd is held by Mr. Zhou. The CEO Award Shares are subject to certain restrictions
and conditions. See Item 3 for more details.
(2) The
percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total
of 261,860,348 issued and outstanding ordinary shares (consisting of 246,413,570 Class A ordinary shares and 15,446,778 Class B
ordinary shares) of the Issuer as of November 8, 2024 as a single class, excluding the Class A ordinary shares issued to the
Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted
under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power beneficially
owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B
ordinary shares as a single class as of November 8, 2024. Each holder of Class B ordinary shares is entitled to ten votes per
share, subject to certain conditions, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters
submitted to them for a vote.
| CUSIP No. 98955N 207 |
Schedule 13D |
Page 3
of 6 Pages |
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1 |
Names of Reporting Persons
Yuan Zhou |
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2 |
Check the Appropriate Box if a Member of a Group |
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|
(a) |
¨ |
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|
(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions)
SC |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6 |
Citizenship or Place of Organization
People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
36,854,578(1) |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
36,854,578 (1) |
| 10 |
Shared Dispositive Power
0 |
| |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,854,578(1) |
| |
12 |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13 |
Percent of Class Represented by Amount in Row (11)
14.1%. The voting power of the shares beneficially owned represented 43.9% of the total outstanding voting power.(2) |
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14 |
Type of Reporting Person (See
Instructions)
IN |
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|
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Notes:
(1) Represents
21,407,800 Class A ordinary shares, including the CEO Award Shares, and 15,446,778 Class B ordinary shares held by MO Holding
Ltd. MO Holding Ltd is a company incorporated in the British Virgin Islands. More than 99% of the interest of MO Holding Ltd is held by
a trust that was established for the benefit of Mr. Zhou and his family, and the remaining interest of MO Holding Ltd is held by
Mr. Zhou. The CEO Award Shares are subject to certain restrictions and conditions. See Item 3 for more details.
(2) The
percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total
of 261,860,348 issued and outstanding ordinary shares (consisting of 246,413,570 Class A ordinary shares and 15,446,778 Class B
ordinary shares) of the Issuer as of November 8, 2024 as a single class, excluding the Class A ordinary shares issued to the
Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted
under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power beneficially
owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B
ordinary shares as a single class as of November 8, 2024. Each holder of Class B ordinary shares is entitled to ten votes per
share, subject to certain conditions, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters
submitted to them for a vote.
| CUSIP No. 98955N 207 |
Schedule 13D |
Page 4
of 6 Pages |
| Item 1. | Security and Issuer |
This Amendment No. 1 to Schedule 13D (this
“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed with the U.S. Securiteis
and Exchange Commission on April 20, 2022 (the “Original Schedule 13D” and together with this Amendment No. 1,
the “Statement”) filed jointly by MO Holding Ltd and Yuan Zhou (together, the “Reporting Persons”,
and each, a “Reporting Person”), with respect to the ordinary shares of
Zhihu Inc., a Cayman Islands company (the “Issuer”), whose principal executive offices are located at 18 Xueqing Road,
Haidian District, Beijing 100083, People’s Republic of China. The ordinary shares of the issuer consist of Class A ordinary
shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares, par value US$0.000125 each.
The ADSs of the Issuer are listed on the New York
Stock Exchange under the symbol “ZH.” Each ADS represents three Class A ordinary shares.
Except as provided herein, this Amendment No. 1
does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this
Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.
| Item 4. | Purpose of Transaction. |
The beneficial
ownership that is the subject of this Amendment No. 1 was acquired for long-term investment purposes. The Reporting Persons
review its investments on a continuing basis. Depending on overall market conditions, performance and prospects of the Issuer, subsequent
developments affecting the Issuer, other investment opportunities available to the Reporting Persons and other investment considerations,
the Reporting Persons may hold, vote, acquire or dispose of or otherwise deal with securities of the Issuer. Any of the foregoing actions
may be effected at any time or from time to time, subject to applicable law.
Except as
set forth above, none of the Reporting Persons has any present plan or proposal which related to or would result in any transaction, change
or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take such
actions in the future as they deem appropriate, including changing the purpose described above or adopting plans or proposals with respect
to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest
in Securities of the Issuer |
Item 5 of the Statement is hereby amended and supplemented
by the following:
(a) and (b):
The responses of each Reporting Person to Rows
(7) through (13) of the cover pages of this Amendment No. 1 are hereby incorporated by reference in this Item 5.
The percentage
of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 261,860,348
issued and outstanding ordinary shares (consisting of 246,413,570 Class A ordinary shares and 15,446,778 Class B ordinary shares)
of the Issuer as of November 8, 2024 as a single class, excluding the Class A ordinary shares issued to the Issuer’s depositary
bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s
share incentive plans. The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person
by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single
class as of November 8, 2024. Each holder of Class B ordinary shares is entitled to ten votes per share, subject to certain
conditions, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for
a vote. This Amendment No. 1 is filed to reflect that the Reporting Persons’ shareholding percentage in the Issuer became 14.1%
because the Issuer repurchased and cancelled certain Class A ordinary shares on November 8, 2024. Other than having converted
certain number of Class B ordinary shares to the same number of Class A ordinary shares in accordance with the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Reporting Persons’ total shareholding interest in the
Issuer was not changed from that in the Original Schedule 13D and they continued to collectively hold 36,854,578 ordinary shares of the
Issuer.
| CUSIP No. 98955N 207 |
Schedule 13D |
Page 5
of 6 Pages |
Except as
disclosed in this Statement, none of the Reporting Persons or any of the directors or officers of the Reporting Persons beneficially owns
any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer. Except as disclosed in this Statement,
none of the Reporting Persons or any of the directors or officers of the Reporting Persons presently has the power to vote or to direct
the votes or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially
own.
(c): Except as disclosed in this Statement, none
of the Reporting Persons or any of the directors or officers of the Reporting Persons has
effected any transaction in the ordinary shares of the Issuer during the past 60 days.
(d): Except
as disclosed in this Statement, no other person has the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e): Not applicable.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 13, 2024
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MO Holding Ltd |
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By: |
/s/
Yuan Zhou |
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Name: Yuan Zhou |
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Title: Director |
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Yuan Zhou |
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/s/
Yuan Zhou |
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