UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Zhihu Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.000125 per share
(Title of Class of Securities)
98955N108*
(CUSIP Number)
Alejandro Moreno
Langhorne S. Perrow
c/o Access Industries, Inc.
40 West 57th Street, 28th Floor
New York, New York 10019
(212) 247-6400
with copies to:
Nicholas P. Pellicani
Debevoise & Plimpton LLP
65 Gresham Street
EC2V 7NQ
London
+44 20 7786 9000
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
| * | There is no CUSIP number assigned to the Class A Ordinary Shares, par value US$0.000125 per share (“Class A Ordinary Shares”). CUSIP number 98955N108 has been assigned to the American Depositary Shares (“ADSs”) of Zhihu Inc. (the “Issuer”), which are quoted on the New York Stock Exchange under the symbol “ZH.” Each ADS represents three Class A Ordinary Shares. |
CUSIP No. 98955N108
| 1 | NAME OF REPORTING PERSON.
AI Knowledge LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
17,865,410 shares | ||
| 8 | SHARED VOTING POWER
0 shares | |||
| 9 | SOLE DISPOSITIVE POWER
17,865,410 shares | |||
| 10 | SHARED DISPOSITIVE POWER
0 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,865,410 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
7.25%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | Based on 246,413,570 Class A ordinary shares outstanding, as of November 8, 2024, as reported in Exhibit 99.1 to the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2024. |
CUSIP No. 28658R106
| 1 | NAME OF REPORTING PERSON.
Access Industries Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||
| 8 | SHARED VOTING POWER
17,865,410 shares | |||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||
| 10 | SHARED DISPOSITIVE POWER
17,865,410 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,865,410 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
7.25%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | Based on 246,413,570 Class A ordinary shares outstanding, as of November 8, 2024, as reported in Exhibit 99.1 to the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2024. |
CUSIP No. 28658R106
| 1 | NAME OF REPORTING PERSON.
Len Blavatnik | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||
| 8 | SHARED VOTING POWER
17,865,410 shares | |||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||
| 10 | SHARED DISPOSITIVE POWER
17,865,410 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,865,410 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
7.25%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Based on 246,413,570 Class A ordinary shares outstanding, as of November 8, 2024, as reported in Exhibit 99.1 to the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2024. |
CONTINUATION PAGES TO AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed by AI Knowledge LLC (“AIK”), Access Industries Management, LLC (“AIM”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”), in respect of the Class A ordinary shares, par value $0.000125 per share (the “Common Shares”), of Zhihu Inc. (the “Issuer”). 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.
The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 16, 2022, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on February 20, 2024 (together, the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 2. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
Item 5 Interest in Securities of the Issuer
The disclosure in Item 5 to the Schedule is amended and restated as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Shares (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
3,983,670 ADSs (representing 11,951,010 Common Shares) and 5,914,400 Common Shares are owned directly by AIK and may be deemed to be beneficially owned by AIM and Mr. Blavatnik because (i) AIM controls AIK and (ii) Mr. Blavatnik controls AIM. Each of the Reporting Persons (other than AIK), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons within the 60 days prior to this filing:
None.
(d) Not applicable.
(e) Not applicable.
Item 7 Materials to Be Filed as Exhibits
| Exhibit | Description | |||||
| 99.3 | Joint Filing Agreement, dated as of November 13, 2024. | |||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 13, 2024
| AI KNOWLEDGE LLC | By: Access Industries Management, LLC, its Manager | |||||
| /s/ Alejandro Moreno | ||||||
| Name: Alejandro Moreno | ||||||
| Title: Executive Vice President | ||||||
| ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
| Name: Alejandro Moreno | ||||||
| Title: Executive Vice President | ||||||
| /s/ * | ||||||
| Name: Leonard Blavatnik | ||||||
| * | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
By: | /s/ Alejandro Moreno | |
Name: Alejandro Moreno | ||
Attorney-in-Fact |
