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Filing Details

Accession Number:: 0001104659-25-013356
Form Type:: 13G Filing
Publication Date:: 2025-02-13 19:00:00

Filed By:: Innovation Works Development Fund, L.P.
Company:: Zhihu Inc. (NYSE:ZH)
Filing Date:: 2025-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Aggregate Shares	Percent of Class
Innovation Works Development Fund, L.P.	1,380,792	0.6%
Innovation Works Development Fund GP, L.P.	1,380,792	0.6%
Innovation Works Development Fund GP, LLC	1,380,792	0.6%
Innovation Works Holdings Limited	533,939	0.2%
Peter Liu	1,380,792	0.6%
Kai-Fu Lee	1,914,731	0.8%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Zhihu Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.000125 per share

(Title of Class of Securities)

98955N207

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

98955N207

Names of Reporting Persons

Innovation Works Development Fund, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,380,792.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,380,792.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,380,792.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.6 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 1,380,792 shares, all of which are directly owned by Innovation Works Development Fund, L.P. ("Innovation I"), except that Innovation Works Development Fund GP, L.P. ("Partners I"), the general partner of Innovation I, and Innovation Works Development Fund GP, LLC ("Partners I LLC"), the general partner of Partners I, may be deemed to have sole voting and dispositive power, and Peter Liu and Kai-Fu Lee, the members of Partners I LLC (the "Members"), may be deemed to have shared voting and dispositive power with respect to such shares. The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.

SCHEDULE 13G

CUSIP No.

98955N207

Names of Reporting Persons

Innovation Works Development Fund GP, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,380,792.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,380,792.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,380,792.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.6 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 1,380,792 shares, all of which are directly owned by Innovation I, except that Partners I and Partners I LLC may be deemed to have sole voting and dispositive power, and the Members may be deemed to have shared voting and dispositive power with respect to such shares. The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.

SCHEDULE 13G

CUSIP No.

98955N207

Names of Reporting Persons

Innovation Works Development Fund GP, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,380,792.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,380,792.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,380,792.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.6 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

98955N207

Names of Reporting Persons

Innovation Works Holdings Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 533,939.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 533,939.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

533,939.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 533,939 shares, all of which are directly owned by Innovation Works Holdings Limited ("Innovation Ltd"), except that Kai-Fu Lee ("Dr. Lee") may be deemed to have sole voting and dispositive power with respect to such shares. The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.

SCHEDULE 13G

CUSIP No.

98955N207

Names of Reporting Persons

Peter Liu

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,380,792.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,380,792.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,380,792.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.6 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

98955N207

Names of Reporting Persons

Kai-Fu Lee

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

TAIWAN, PROVINCE OF CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 533,939.00
6	Shared Voting Power 1,380,792.00
7	Sole Dispositive Power 533,939.00
8	Shared Dispositive Power 1,380,792.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,914,731.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 533,939 shares, all of which are directly owned by Innovation Ltd, except that Dr. Lee may be deemed to have sole voting and dispositive power with respect to such shares. 1,380,792 shares, all of which are directly owned by Innovation I, except that Partners I and Partners I LLC may be deemed to have sole voting and dispositive power, and the Members may be deemed to have shared voting and dispositive power with respect to such shares. The percentage in row 11 is calculated based on 246,505,157 shares of Class A ordinary shares, which is the total Class A ordinary shares reported by the Issuer to be outstanding as of December 31, 2024 in its form 6-K filed with the Securities and Exchange Commission on February 7, 2025.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Zhihu Inc.

(b)

Address of issuer's principal executive offices:

A5 Xueyuan Road Haidian District Beijing, F4, 100083

Item 2.

(a)

Name of person filing:

This Schedule 13G is being filed by (i) Innovation Works Development Fund, L.P., a Cayman Islands limited partnership ("Innovation I"); (ii) Innovation Works Development Fund GP, L.P., a Cayman Islands limited partnership ("Partners I"); (iii) Innovation Works Development Fund GP, LLC, a Cayman Islands limited liability company ("Partners I LLC"); (iv) Innovation Works Holdings Limited, a British Virgin Islands limited company ("Innovation Ltd"); (v) Peter Liu ("Liu"), a citizen of the United States; and (vi) Kai-Fu Lee ("Dr. Lee"), a citizen of Taiwan, China. The foregoing entities and individuals are collectively referred to as the "Reporting Persons." Partners I is the general partner of Innovation I and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Innovation I. Partners I LLC is the general partner of Partners I and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Innovation I. Liu and Dr. Lee are the members of Partners I LLC (the "Members"), and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Innovation I. Dr. Lee is the sole member of Innovation Ltd and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Innovation Ltd.

(b)

Address or principal business office or, if none, residence:

c/o Innovation Works Holdings Limited P.O. Box 3321, Drake Chambers Road Town, Tortola, British Virgin Islands c/o Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands

(c)

Citizenship:

See Row 4 of cover page for each Reporting Person.

(d)

Title of class of securities:

Class A Ordinary Shares, par value US$0.000125 per share

(e)

CUSIP No.:

98955N207

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

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.

Innovation Works Development Fund, L.P.

Signature:	/s/ Angela Hu
Name/Title:	Angela Hu, Attorney-in-fact for Innovation Works Development Fund, L.P.
Date:	02/14/2025

Innovation Works Development Fund GP, L.P.

Signature:	/s/ Angela Hu
Name/Title:	Angela Hu, Attorney-in-fact for Innovation Works Development Fund GP, L.P.
Date:	02/14/2025

Innovation Works Development Fund GP, LLC

Signature:	/s/ Angela Hu
Name/Title:	Angela Hu, Attorney-in-fact for Innovation Works Development Fund GP, LLC
Date:	02/14/2025

Innovation Works Holdings Limited

Signature:	/s/ Angela Hu
Name/Title:	Angela Hu, Attorney-in-fact for Innovation Works Holdings Limited
Date:	02/14/2025

Peter Liu

Signature:	/s/ Angela Hu
Name/Title:	Angela Hu, Attorney-in-fact for Peter Liu
Date:	02/14/2025

Kai-Fu Lee

Signature:	/s/ Angela Hu
Name/Title:	Angela Hu, Attorney-in-fact for Kai-Fu Lee
Date:	02/14/2025

Comments accompanying signature: This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

Exhibit Information

Agreement of Joint Filing The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Zhihu, Inc. shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.